The Preference Share Agreement is a crucial document used when a Swiss company wishes to issue shares with preferential rights to certain investors. This agreement is particularly relevant in scenarios involving capital raising, corporate restructuring, or strategic investment. It sets out the specific rights and obligations attached to preference shares, including dividend preferences, voting rights, and capital rights, all within the framework of Swiss corporate law. The document must carefully balance the interests of both the issuing company and the preference shareholders while ensuring compliance with Swiss regulatory requirements, particularly the Swiss Code of Obligations. The agreement becomes especially important in private equity investments, venture capital funding rounds, or when companies need to attract investors with enhanced rights without diluting control of existing shareholders.
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1. Parties: Identification of the company issuing the preference shares and the preference shareholders
2. Background: Context of the preference share issuance, including company status and purpose of the issuance
3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement
4. Preference Share Rights: Detailed description of the rights attached to the preference shares, including dividend rights, voting rights, and capital rights
5. Issue and Status: Terms of issuance, share classification, and ranking in capital structure
6. Dividend Rights: Specific provisions regarding dividend payments, including calculation, timing, and priority
7. Capital Rights: Rights in relation to capital events, including return of capital and liquidation preferences
8. Voting Rights: Scope and limitations of voting rights attached to the preference shares
9. Transfer Restrictions: Limitations and conditions on the transfer of preference shares
10. Conversion Rights: Terms and conditions for any conversion of preference shares to ordinary shares
11. Representations and Warranties: Standard representations and warranties from both the company and shareholders
12. Notices: Procedures for giving notices under the agreement
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and amendments
14. Execution: Signature blocks and execution formalities
1. Anti-dilution Protection: Protection mechanisms against dilution of shareholding, used when there's significant risk of future share issuances
2. Tag-Along Rights: Rights of preference shareholders to join in sale of shares by other shareholders, included when requested by investors
3. Drag-Along Rights: Rights to force other shareholders to join in sale of shares, included when majority shareholders require exit flexibility
4. Redemption Rights: Terms for company or shareholder redemption of preference shares, included when shares are redeemable
5. Information Rights: Special rights to company information, included when investors require enhanced transparency
6. Board Representation: Rights to appoint directors, included when investors require board participation
7. Preference Share Certificates: Provisions regarding share certificates, included when physical certificates will be issued
8. Further Financing: Provisions regarding future funding rounds, included when future capital raises are anticipated
1. Schedule 1 - Share Certificate Form: Template for preference share certificates
2. Schedule 2 - Preference Share Terms: Detailed terms and conditions of the preference shares
3. Schedule 3 - Deed of Adherence: Form for new shareholders to agree to the terms of the agreement
4. Schedule 4 - Company Information: Details of the company's share capital, directors, and other corporate information
5. Schedule 5 - Calculation of Dividend: Detailed methodology for calculating preference share dividends
6. Schedule 6 - Conversion Mechanics: Detailed procedures for share conversion if applicable
7. Appendix A - Board Resolutions: Copy of board resolutions approving the preference share issuance
8. Appendix B - Shareholders' Resolutions: Copy of shareholders' resolutions approving the preference share issuance
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