Pledge Of Shares Agreement Template for Austria

A Pledge of Shares Agreement is a crucial security document used in financial transactions where shares in a company are provided as collateral for financial obligations such as loans, credit facilities, or other debt instruments. Under Austrian law, this agreement must comply with specific requirements set out in the Austrian Civil Code (ABGB) and relevant corporate legislation, with different rules applying to stock corporations (AG) and limited liability companies (GmbH). The document establishes the pledge mechanism, details the pledged shares, outlines the secured obligations, and provides for enforcement procedures. It typically includes provisions regarding voting rights, dividends, and other shareholder rights during the pledge period. The agreement is commonly used in corporate finance, acquisition finance, and general secured lending transactions, requiring careful consideration of both Austrian security interest regulations and corporate law requirements.

1. Parties: Identification of the Pledgor(s) and Pledgee(s), including full legal names and addresses

2. Background: Context of the pledge arrangement, including reference to any underlying obligations or facilities being secured

3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement

4. Pledge: Core provisions establishing the pledge over the shares, including description of pledged shares and secured obligations

5. Creation and Perfection of the Pledge: Steps required to create and perfect the pledge under Austrian law, including registration requirements

6. Representations and Warranties: Pledgor's confirmations regarding ownership, authority, and absence of encumbrances on the shares

7. Rights and Obligations of the Parties: Ongoing obligations of both parties, including maintenance of the pledge and any restrictions on the pledgor

8. Voting Rights and Dividends: Provisions regarding exercise of voting rights and treatment of dividends during the pledge period

9. Events of Default: Circumstances constituting default under the agreement

10. Enforcement: Procedures and rights for enforcing the pledge in accordance with Austrian law

11. Costs and Expenses: Allocation of costs related to the pledge arrangement

12. Notices: Communication requirements and contact details for formal notices

13. Governing Law and Jurisdiction: Confirmation of Austrian law governance and jurisdiction for disputes