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Preferred Stock Agreement
I need a Preferred Stock Agreement for my Series A investment round closing in March 2025, where we're issuing INR 50 crore worth of convertible preferred shares to a foreign venture capital firm with standard liquidation preference and board seat rights.
1. Parties: Identifies the company issuing preferred stock and the preferred stockholder(s)
2. Background: Explains the context of the preferred stock issuance and the company's capital structure
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules of interpretation
4. Issuance of Preferred Stock: Details the number, class, and par value of preferred shares being issued
5. Subscription Amount and Payment Terms: Specifies the price per share and payment mechanics
6. Dividend Rights: Establishes dividend preferences, rates, and payment terms
7. Liquidation Preferences: Details the preferential rights in case of liquidation or dis红杏直播
8. Conversion Rights: Specifies terms and conditions for converting preferred shares to common shares
9. Anti-dilution Protection: Provides protection against dilution from future stock issuances
10. Transfer Restrictions: Sets forth limitations on transfer of preferred shares
11. Representations and Warranties: Contains statements of fact and assurances from both parties
12. Covenants: Lists ongoing obligations of the company and shareholders
13. Events of Default: Defines circumstances constituting default and corresponding remedies
14. Term and Termination: Specifies duration and termination conditions of the agreement
15. Governing Law and Jurisdiction: Establishes applicable law and dispute re红杏直播 forum
16. Miscellaneous: Includes standard boilerplate provisions
1. Board Representation Rights: Grants right to nominate directors to the company's board, included when preferred stockholders are given board seats
2. Preemptive Rights: Gives preferred stockholders right to maintain their ownership percentage in future offerings
3. Tag-Along Rights: Allows preferred stockholders to join in sale of shares by other shareholders
4. Drag-Along Rights: Enables majority shareholders to force minority holders to join in sale of company
5. Information Rights: Specifies financial and other information to be provided to preferred stockholders
6. Registration Rights: Included for companies planning to go public, gives rights to register shares for public sale
7. FEMA Compliance: Required when foreign investors are involved, ensures compliance with Indian foreign investment laws
8. Special Voting Rights: Details any special voting rights attached to preferred shares
1. Schedule 1 - Share Certificate: Form of share certificate for preferred shares
2. Schedule 2 - Capitalization Table: Details of company's capital structure pre and post issuance
3. Schedule 3 - Company Information: Key corporate details including registration information and directors
4. Schedule 4 - Conversion Mechanics: Detailed procedures and formulas for share conversion
5. Schedule 5 - Corporate Authorizations: Copies of board and shareholder re红杏直播s approving the issuance
6. Schedule 6 - Disclosure Schedule: Exceptions to representations and warranties
7. Appendix A - Dividend Calculation Examples: Illustrative examples of dividend calculations
8. Appendix B - Anti-dilution Calculations: Examples and formulas for anti-dilution adjustments
Authors
Technology
Financial Services
Healthcare
E-commerce
Manufacturing
Real Estate
Biotechnology
Renewable Energy
Telecommunications
Education Technology
Software Services
Consumer Products
Infrastructure
Media and Entertainment
Professional Services
Legal
Finance
Corporate Development
Compliance
Investment
Board of Directors
Corporate Secretarial
Risk Management
Strategy
Executive Leadership
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Investment Manager
Venture Capital Partner
Private Equity Director
Corporate Lawyer
Investment Banker
Finance Director
Legal Counsel
Company Secretary
Compliance Officer
Board Director
Investment Analyst
Corporate Development Manager
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