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Equity Pledge Agreement
"I need an Equity Pledge Agreement under Austrian law for a private equity transaction where 60% of shares in a manufacturing company are being pledged to secure a €5 million loan, with the pledge becoming effective March 1, 2025."
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
Authors
ABGB
Affiliate
Business Day
Company
Dividends
Enforcement Event
Encumbrance
Event of Default
Financial Indebtedness
Governmental Authority
Liability
Loan Agreement
Material Adverse Effect
Parties
Permitted Encumbrances
Pledge
Pledged Shares
Pledgee
Pledgor
Relevant Rights
Secured Obligations
Security Interest
Security Period
Share Certificate
Shareholders Register
Subsidiary
Tax
Transaction Documents
Transfer
Voting Rights
Working Hours
Austrian Business Day
Articles of Association
Distributions
Enforcement Notice
Perfection Requirements
Release Date
Security Agent
Share Transfer Restrictions
Underlying Documents
Interpretation
Creation of Pledge
Perfection Requirements
Representations and Warranties
Covenants
Security Interest
Share Rights
Voting Rights
Dividend Rights
Further Assurance
Power of Attorney
Events of Default
Enforcement
Application of Proceeds
Release of Security
Assignment and Transfer
Notices
Costs and Expenses
Indemnification
Amendments
Severability
Confidentiality
Governing Law
Jurisdiction
Process Agent
Entire Agreement
Counterparts
Term and Termination
Waiver
Registration Rights
Corporate Authorization
Tax Provisions
Banking & Financial Services
Private Equity
Investment Management
Corporate Finance
Real Estate
Manufacturing
Technology
Energy
Infrastructure
Healthcare
Retail
Telecommunications
Legal
Finance
Corporate Secretariat
Risk Management
Compliance
Corporate Finance
Credit
Investment Banking
Treasury
Corporate Governance
Legal Counsel
Corporate Lawyer
Finance Director
Chief Financial Officer
Corporate Secretary
Security Trustee
Compliance Officer
Risk Manager
Investment Manager
Transaction Manager
Senior Banker
Relationship Manager
Credit Officer
Corporate Finance Manager
Private Equity Manager
General Counsel
Legal Director
Finance Manager
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