A Share Pledge Agreement is a crucial security document used in financing transactions where shares in a company serve as collateral. Under Austrian law, this agreement must comply with specific legal requirements for creating valid security interests over shares, including proper perfection through registration and notification. The document is commonly used in acquisition financing, corporate lending, and restructuring scenarios, where lenders require security over company shares. The Share Pledge Agreement includes detailed provisions on the pledge creation, maintenance, voting rights, dividends, and enforcement procedures, all structured to comply with Austrian corporate and security laws. It's particularly important in cross-border transactions involving Austrian companies or shares in Austrian entities.
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1. Parties: Identification of the Pledgor (shareholder), Pledgee (security taker), and the Company whose shares are being pledged
2. Background: Context of the pledge, reference to the underlying secured obligations, and description of the shares being pledged
3. Definitions: Definitions of key terms used throughout the agreement, including Secured Obligations, Pledged Shares, and Enforcement Event
4. Creation of Pledge: Core provisions establishing the pledge over the shares, including the scope of the security interest and confirmation of the pledge creation
5. Perfection Requirements: Steps required to perfect the pledge under Austrian law, including registration in the company's share register and notification requirements
6. Representations and Warranties: Pledgor's confirmations regarding ownership, authority, and absence of encumbrances on the shares
7. Covenants: Ongoing obligations of the Pledgor regarding the pledged shares, including voting rights and dividend arrangements
8. Enforcement: Provisions detailing when and how the pledge can be enforced, including private sale rights and application of proceeds
9. Power of Attorney: Appointment of the Pledgee as attorney for enforcement purposes
10. Notices: Requirements for valid notices under the agreement
11. Governing Law and Jurisdiction: Confirmation of Austrian law as governing law and jurisdiction of Austrian courts
1. Further Assurance: Additional provisions requiring parties to take necessary actions to maintain the security - include when enhanced cooperation may be needed
2. Tax Provisions: Specific tax-related provisions - include when tax implications are significant or complex
3. Costs and Expenses: Allocation of costs related to the pledge - include when costs are expected to be significant
4. Assignment and Transfer: Provisions regarding transfer of rights under the agreement - include when transfers are likely
5. Dividend Rights: Detailed provisions on handling of dividends - include when specific dividend arrangements are needed
6. Voting Rights: Detailed provisions on exercise of voting rights - include when specific voting arrangements are needed
1. Schedule 1 - Share Details: Detailed description of the pledged shares, including number, class, and nominal value
2. Schedule 2 - Form of Notice of Pledge: Template for notifying the company of the share pledge
3. Schedule 3 - Form of Acknowledgment: Template for company's acknowledgment of the pledge notice
4. Schedule 4 - Share Register Entry: Template text for entry in the company's share register
5. Schedule 5 - Power of Attorney: Form of power of attorney for enforcement purposes
6. Appendix A - Copy of Shareholders' Resolution: If required, shareholders' approval of the pledge
7. Appendix B - Board Resolution: If required, board approval of the pledge
Relevant legal definitions
Clauses
Relevant Industries
Banking & Finance
Private Equity
Investment Management
Corporate Finance
Real Estate
Manufacturing
Technology
Energy
Infrastructure
Healthcare
Telecommunications
Relevant Teams
Legal
Finance
Treasury
Corporate Secretariat
Risk Management
Compliance
Corporate Development
Investment
Securities Administration
Relevant Roles
Chief Financial Officer
Legal Counsel
Corporate Finance Manager
Investment Director
Treasury Manager
Finance Director
Company Secretary
Compliance Officer
Risk Manager
Corporate Banking Manager
Security Trustee
Transaction Manager
Portfolio Manager
Private Equity Director
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