The Equity Pledge Agreement is a critical security document used in financing transactions where shares or equity interests serve as collateral. This document, governed by Austrian law, particularly the ABGB (Austrian Civil Code) and relevant corporate legislation, establishes the framework for creating, perfecting, and enforcing a security interest over shares. It is commonly used in acquisition financing, secured lending, and corporate restructuring scenarios. The agreement addresses key aspects such as voting rights, dividend treatment, and enforcement mechanisms, while ensuring compliance with Austrian corporate law requirements. The Equity Pledge Agreement typically forms part of a broader security package and requires careful consideration of corporate governance implications, regulatory requirements (especially for listed companies), and shareholder rights.
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1. Parties: Identification of the Pledgor, Pledgee, and Company whose shares are being pledged
2. Background: Context of the pledge agreement, including reference to any underlying obligations or facility agreements
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Pledge and Security Interest: Core provisions establishing the pledge over the shares, including the scope of pledged assets
5. Perfection and Registration: Requirements and procedures for perfecting the pledge, including registration in the company's share register
6. Representations and Warranties: Pledgor's confirmations regarding ownership, authority, and absence of encumbrances
7. Pledgor's Obligations: Ongoing obligations of the Pledgor regarding the pledged shares
8. Rights and Obligations in Respect of Dividends: Treatment of dividends and other distributions during the pledge period
9. Voting Rights: Allocation of voting rights during the pledge period
10. Events of Default: Circumstances triggering enforcement rights
11. Enforcement: Procedures and rights for enforcing the pledge
12. Release of Pledge: Conditions and process for releasing the pledge
13. Notices: Communication requirements between parties
14. Governing Law and Jurisdiction: Confirmation of Austrian law governance and jurisdiction
15. Miscellaneous: Standard boilerplate provisions including severability, amendments, and counterparts
1. Security Agent Provisions: Required when a security agent is appointed to hold the pledge on behalf of multiple beneficiaries
2. Parallel Debt: Needed in syndicated arrangements to create a direct claim for the security agent
3. Share Transfer Restrictions: Required when there are specific company articles or shareholder agreements affecting share transfers
4. Stock Exchange Compliance: Required for pledges over shares in listed companies
5. Tag-Along Rights: Included when existing shareholders have tag-along rights that could affect enforcement
6. Subordination Provisions: Required when there are multiple security interests requiring ranking
7. Power of Attorney: Optional authorization for Pledgee to execute certain actions
8. Tax Provisions: Detailed tax treatment when specific tax implications need to be addressed
1. Description of Shares: Detailed description of pledged shares including number, class, and nominal value
2. Form of Notice to Company: Template for notifying the company about the pledge
3. Form of Registration Statement: Template for registration in the company's share register
4. Shareholder Resolutions: Any required shareholder approvals for the pledge
5. Existing Encumbrances: List of any existing security interests or encumbrances
6. Form of Release Notice: Template for documentation releasing the pledge
7. Power of Attorney: Form of power of attorney if required
8. Corporate Authorizations: Copies of relevant corporate approvals and authorizations
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