The Preferred Stock Subscription Agreement is a crucial document used in Philippine corporate transactions when a company seeks to raise capital by issuing preferred shares to investors. This agreement is particularly relevant for growing companies looking to attract strategic or institutional investors while maintaining existing control structures. The document must comply with Philippine corporate and securities laws, including the Revised Corporation Code and SEC regulations, which govern corporate capital structure and securities issuance. It typically includes detailed provisions on share rights, dividend preferences, liquidation priorities, and potential conversion features, making it essential for both capital-raising activities and corporate restructuring initiatives. The agreement serves as the foundational document establishing the relationship between the issuing company and preferred shareholders, while ensuring all regulatory requirements under Philippine law are met.
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1. Parties: Identification of the Company issuing the preferred shares and the Subscriber(s)
2. Background: Recitals explaining the Company's authorization to issue preferred shares and the Subscriber's intent to purchase
3. Definitions: Definitions of key terms used throughout the agreement
4. Subscription: Details of the preferred shares being subscribed to, including number of shares and subscription price
5. Payment Terms: Terms and method of payment for the preferred shares, including payment schedule if applicable
6. Preferred Share Rights: Specific rights attached to the preferred shares including dividend rights, liquidation preferences, and conversion rights
7. Closing Conditions: Conditions that must be satisfied before the subscription can be completed
8. Representations and Warranties: Statements of fact and assurances from both the Company and the Subscriber
9. Covenants: Ongoing obligations of the parties
10. Transfer Restrictions: Limitations on the transfer of preferred shares
11. Termination: Circumstances under which the agreement may be terminated
12. Notices: Process for sending formal communications between parties
13. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
14. Miscellaneous: Standard boilerplate provisions including entire agreement, amendments, and severability
1. Foreign Ownership Compliance: Required when the subscriber is a foreign entity, detailing compliance with Philippine foreign ownership restrictions
2. Anti-Dilution Protection: Optional protection mechanisms against dilution of shareholding
3. Tag-Along Rights: Rights of preferred shareholders to join in sale of shares by other shareholders
4. Drag-Along Rights: Rights to require preferred shareholders to join in sale of shares
5. Board Representation: Rights of preferred shareholders to nominate board members
6. Information Rights: Special rights to receive company information beyond statutory requirements
7. Registration Rights: Rights related to future public offerings or registration of shares
8. Redemption Rights: Terms and conditions for share redemption, if applicable
1. Schedule 1 - Share Certificate Specimen: Form of share certificate for the preferred shares
2. Schedule 2 - Company Information: Details of the Company's capital structure, outstanding shares, and corporate information
3. Schedule 3 - Subscription Details: Detailed breakdown of subscription amount, share price calculation, and payment terms
4. Schedule 4 - Preferred Share Terms: Detailed terms and conditions of the preferred shares including dividend rates and preferences
5. Schedule 5 - Closing Deliverables: List of documents and items to be delivered at closing
6. Schedule 6 - Corporate Resolutions: Copies of relevant board and shareholder resolutions
7. Schedule 7 - Disclosure Schedule: Exceptions to representations and warranties
8. Appendix A - Form of Deed of Adherence: Template for additional subscribers to join the agreement if applicable
Relevant legal definitions
Clauses
Relevant Industries
Technology
Financial Services
Real Estate
Manufacturing
Energy
Infrastructure
Healthcare
Telecommunications
Retail
Agriculture
Mining
Entertainment
Education
Transportation
Construction
Relevant Teams
Legal
Finance
Corporate Development
Treasury
Compliance
Board Secretariat
Investment Relations
Risk Management
Corporate Governance
Executive Leadership
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
General Counsel
Investment Manager
Private Equity Manager
Venture Capital Manager
Corporate Lawyer
Investment Banker
Finance Director
Corporate Development Manager
Board Director
Compliance Officer
Treasury Manager
Company President
Managing Director
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