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Share Charge Agreement
"I need a Share Charge Agreement under Dutch law to secure a €5 million bilateral loan facility, where a single corporate borrower is pledging 100% of its shares in its operating subsidiary as security for the loan closing in March 2025."
1. Parties: Identification of the Chargor (share owner), Chargee (security taker), and Company (whose shares are being charged)
2. Background: Context of the security arrangement, typically referencing the underlying facility agreement or other debt document
3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including Dutch law-specific terminology
4. Creation of Security: Core provisions establishing the share charge and the secured obligations
5. Perfection and Further Assurance: Requirements for completing and maintaining the security interest, including Dutch law registration requirements
6. Representations and Warranties: Standard representations regarding share ownership, authority to charge, and absence of encumbrances
7. Undertakings: Chargor's obligations regarding the charged shares, including voting rights and dividends
8. Enforcement: Rights and procedures for enforcing the security interest under Dutch law
9. Power of Attorney: Appointment of the Chargee as attorney for security purposes
10. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
11. Governing Law and Jurisdiction: Confirmation of Dutch law governance and jurisdiction of Dutch courts
1. Parallel Debt: Required when the security is granted to a security trustee or agent under certain financing structures
2. Quoted Shares Provisions: Additional provisions required if the charged shares are listed on a stock exchange
3. Multiple Share Classes: Special provisions when the security covers different classes of shares
4. Security Asset Provisions: Additional provisions for other rights related to the shares (e.g., warrants, options)
5. Bank Accounts: Provisions dealing with dividend accounts and other related bank accounts
6. Tax Provisions: Specific tax-related provisions if required by the transaction structure
1. Share Details: Schedule listing the specific shares being charged, including number, class, and nominal value
2. Form of Notice of Share Charge: Form of notice to be sent to the Company regarding the creation of the share charge
3. Form of Acknowledgment: Form for the Company's acknowledgment of the share charge notice
4. Shareholder Resolution: Form of shareholders' resolution approving the share charge if required by articles of association
5. Form of Register Annotation: Template for the annotation to be made in the Company's share register
6. Powers of Attorney: Forms of any required powers of attorney for executing Dutch notarial deeds
Authors
Account Bank
Additional Rights
Articles of Association
Borrowed Money Indebtedness
Business Day
Charged Property
Charged Shares
Company
Secured Obligations
Default
Dividend Rights
Enforcement Event
Enforcement Notice
Facility Agreement
Finance Documents
Financial Collateral
Further Shares
Insolvency Event
Liability
Notarial Deed of Pledge
Notice of Pledge
Parallel Debt
Permitted Security
Power of Attorney
Related Rights
Secured Creditors
Secured Liabilities
Security Agent
Security Assets
Security Document
Security Interest
Security Period
Share Certificate
Share Register
Shareholders Register
Supplemental Deed of Pledge
Voting Rights
Writ of Execution
Civil Code
Enforcement Proceeds
Share Transfer Restrictions
Shareholder Rights
Security Trust Deed
Pre-emption Rights
Deed of Adherence
Intercreditor Agreement
Rights of Pledge
Recitals
Definitions
Creation of Security
Security Asset Provisions
Perfection Requirements
Further Assurance
Representations and Warranties
Undertakings
Voting Rights
Dividend Rights
Continuing Security
Power of Attorney
Enforcement
Application of Proceeds
Release of Security
Expenses and Indemnity
Parallel Debt
Assignment and Transfer
Amendments and Waivers
Notices
Severability
Counterparts
Governing Law
Jurisdiction
Banking & Finance
Private Equity
Investment Management
Corporate Finance
Real Estate
Infrastructure
Manufacturing
Technology
Energy
Healthcare
Professional Services
Telecommunications
Legal
Finance
Treasury
Corporate Development
Compliance
Risk Management
Company Secretarial
Credit
Portfolio Management
Transaction Management
Securities Administration
Legal Counsel
Finance Director
Corporate Lawyer
Securities Lawyer
Transaction Manager
Chief Financial Officer
Treasury Manager
Investment Manager
Compliance Officer
Risk Manager
Company Secretary
Corporate Finance Manager
Portfolio Manager
Security Trustee
Loan Administrator
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