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1. Parties: Identifies the Mortgagor (share owner), Mortgagee (security taker), and the Company whose shares are being mortgaged
2. Background: Sets out the context of the agreement, including reference to any underlying facility or principal agreement
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles
4. Creation of Mortgage: Details the creation and nature of the security interest over the shares
5. Secured Obligations: Specifies the obligations being secured by the share mortgage
6. Representations and Warranties: Mortgagor's confirmations regarding ownership, authority, and absence of encumbrances
7. Covenants: Ongoing obligations of the Mortgagor regarding the mortgaged shares
8. Rights and Obligations: Details voting rights, dividends, and other shareholder rights during the mortgage period
9. Events of Default: Circumstances constituting default under the agreement
10. Enforcement: Procedures and rights for enforcing the security interest following default
11. Power of Attorney: Appointment of the Mortgagee as attorney for specific purposes
12. Notices: Communication requirements and contact details
13. Governing Law and Jurisdiction: Specifies UAE law as governing law and relevant courts
1. Regulatory Compliance: Required for listed companies or when specific regulatory approvals are needed
2. Multiple Mortgagors: Required when shares are owned by multiple parties
3. Share Transfer Restrictions: Required when there are pre-existing transfer restrictions in shareholders agreements
4. Further Assurance: Optional section for additional cooperation requirements
5. Security Agent Provisions: Required when the security is held by an agent for multiple beneficiaries
6. Islamic Finance Provisions: Required when the transaction needs to be Shariah-compliant
1. Schedule 1 - Share Details: Details of the mortgaged shares including share certificate numbers and shareholding percentage
2. Schedule 2 - Form of Register of Mortgage: Template for recording the mortgage in the company's register
3. Schedule 3 - Notice to Company: Form of notice to be sent to the company regarding the share mortgage
4. Schedule 4 - Company Acknowledgment: Form of company's acknowledgment of the share mortgage
5. Schedule 5 - Share Certificates: Copies of relevant share certificates
6. Schedule 6 - Regulatory Forms: Any required regulatory forms for registration of the mortgage
7. Schedule 7 - Powers of Attorney: Forms of any required powers of attorney
8. Appendix A - Principal Agreement Details: Summary of the underlying facility or agreement being secured
Business Day
Company
Default Notice
Dividends
Encumbrance
Enforcement Event
Facility Agreement
Financial Indebtedness
Governing Law
Mortgaged Shares
Mortgagee
Mortgagor
Notice
Power of Attorney
Register of Shareholders
Rights
Secured Obligations
Security Interest
Security Period
Share Certificates
Shareholders Resolution
UAE
UAE Commercial Companies Law
UAE Civil Code
Voting Rights
Working Hours
Central Bank
Securities Authority
Constitutional Documents
Default Interest Rate
Disposal
Distribution
Enforcement Notice
Memorandum of Association
Articles of Association
Permitted Security
Related Rights
Share Mortgage
Transaction Documents
Interpretation
Creation of Security
Secured Obligations
Perfection of Security
Representations and Warranties
Covenants
Voting Rights
Dividends
Share Transfer Restrictions
Events of Default
Enforcement
Power of Attorney
Further Assurance
Assignment and Transfer
Notices
Costs and Expenses
Amendments
Severability
Counterparts
Confidentiality
Indemnification
Entire Agreement
Waiver
Set-off
Currency
Third Party Rights
Electronic Execution
Governing Law
Jurisdiction
Service of Process
Banking
Financial Services
Investment Banking
Corporate Finance
Private Equity
Asset Management
Legal Services
Islamic Finance
Corporate Services
Business Services
Legal
Finance
Corporate Finance
Compliance
Risk Management
Company Secretarial
Credit
Transaction Management
Securities Services
Islamic Banking
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Finance Manager
Investment Manager
Compliance Officer
Company Secretary
Transaction Manager
Security Trustee
Banking Relationship Manager
Credit Risk Manager
Corporate Finance Director
Islamic Finance Specialist
Due Diligence Officer
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