A Pledge of Shares Agreement is a crucial security document used in Australian financial and corporate transactions when a shareholder (pledgor) wants to use their shares as collateral to secure an obligation to another party (pledgee), typically a lender or financial institution. The agreement creates a security interest over the shares, which must be properly documented and registered to ensure enforceability under Australian law. The document needs to comply with the Corporations Act 2001, the Personal Property Securities Act 2009, and other relevant legislation. It typically includes detailed provisions about the pledged shares, representations and warranties, covenants, enforcement rights, and release conditions. This type of agreement is commonly used in loan transactions, corporate restructurings, and other financial arrangements where shares serve as security.
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1. Parties: Identifies the pledgor (shareholder) and pledgee (security holder), including their full legal names and addresses
2. Background: Sets out the context of the pledge arrangement, including reference to any underlying obligations or facility agreements
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. Pledge and Security Interest: Creates and defines the scope of the security interest over the shares
5. Representations and Warranties: Pledgor's confirmations regarding ownership, authority to pledge, and status of shares
6. Covenants: Ongoing obligations of the pledgor regarding the pledged shares
7. Rights and Obligations: Details the rights and obligations of both parties during the pledge period
8. Events of Default: Specifies circumstances constituting default under the agreement
9. Enforcement: Sets out the pledgee's rights and procedures for enforcing the security upon default
10. Release of Pledge: Conditions and process for releasing the security interest
11. Notices: Requirements for giving formal notices under the agreement
12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and amendments
1. Voting Rights: Required when voting rights are transferred to the pledgee or specific voting arrangements are agreed
2. Dividends and Distributions: Required when there are specific arrangements for handling dividends during the pledge period
3. Multiple Pledgors: Required when there are multiple shareholders pledging shares
4. Security Agent: Required when there are multiple pledgees and a security agent is appointed
5. Regulatory Compliance: Required when the pledge triggers specific regulatory requirements
6. Power of Attorney: Required when the pledgee is granted power of attorney for certain actions
7. Further Assurance: Optional section for additional undertakings to perfect or protect the security
8. Tax Provisions: Required when specific tax implications need to be addressed
1. Schedule 1 - Details of Pledged Shares: Details of the shares being pledged, including company name, share certificate numbers, and number of shares
2. Schedule 2 - Form of Transfer: Blank share transfer form to be used in case of enforcement
3. Schedule 3 - Notice of Pledge: Form of notice to be given to the company whose shares are being pledged
4. Schedule 4 - Company Acknowledgment: Form of acknowledgment from the company regarding the pledge
5. Schedule 5 - Share Certificates: Copies of relevant share certificates
6. Schedule 6 - Corporate Authorizations: Copies of relevant corporate authorizations for the pledge
7. Appendix A - PPSR Registration Details: Details for Personal Property Securities Register registration
Relevant legal definitions
Account Bank
Approved Nominee
Business Day
Company
Controller
Default Notice
Disposal
Dividends
Encumbrance
Event of Default
Financial Indebtedness
Governmental Agency
Insolvency Event
Law
Marketable Securities
Material Adverse Effect
Obligor
Permitted Encumbrance
Pledge
Pledged Property
Pledged Shares
Pledgee
Pledgor
PPSA
PPSR
Receiver
Related Body Corporate
Relevant Documents
Rights
Secured Money
Secured Obligations
Security Interest
Security Period
Share Certificate
Subsidiary
Tax
Transaction Documents
Transfer Form
Voting Rights
Approved Nominee
Business Day
Company
Controller
Default Notice
Disposal
Dividends
Encumbrance
Event of Default
Financial Indebtedness
Governmental Agency
Insolvency Event
Law
Marketable Securities
Material Adverse Effect
Obligor
Permitted Encumbrance
Pledge
Pledged Property
Pledged Shares
Pledgee
Pledgor
PPSA
PPSR
Receiver
Related Body Corporate
Relevant Documents
Rights
Secured Money
Secured Obligations
Security Interest
Security Period
Share Certificate
Subsidiary
Tax
Transaction Documents
Transfer Form
Voting Rights
Clauses
Creation of Security
Grant of Security Interest
Perfection of Security
Representations and Warranties
Covenants
Dividends and Distributions
Voting Rights
Share Certificates
Events of Default
Enforcement Rights
Power of Attorney
Further Assurance
Assignments and Transfers
Confidentiality
Notices
Costs and Expenses
Indemnification
Amendments
Governing Law
Jurisdiction
Severability
Waiver
Entire Agreement
Counterparts
Registration Requirements
Release of Security
Tax Matters
Authority and Capacity
No Breach
Duration
Regulatory Compliance
Third Party Rights
Grant of Security Interest
Perfection of Security
Representations and Warranties
Covenants
Dividends and Distributions
Voting Rights
Share Certificates
Events of Default
Enforcement Rights
Power of Attorney
Further Assurance
Assignments and Transfers
Confidentiality
Notices
Costs and Expenses
Indemnification
Amendments
Governing Law
Jurisdiction
Severability
Waiver
Entire Agreement
Counterparts
Registration Requirements
Release of Security
Tax Matters
Authority and Capacity
No Breach
Duration
Regulatory Compliance
Third Party Rights
Relevant Industries
Banking & Financial Services
Investment Management
Private Equity
Corporate Services
Legal Services
Business Services
Real Estate
Manufacturing
Technology
Mining & Resources
Infrastructure
Healthcare
Retail & Consumer
Relevant Teams
Legal
Finance
Corporate Secretariat
Compliance
Risk Management
Corporate Finance
Treasury
Credit
Investment
Operations
Relevant Roles
Legal Counsel
Corporate Lawyer
Finance Manager
Chief Financial Officer
Investment Manager
Company Secretary
Compliance Officer
Risk Manager
Corporate Finance Manager
Transaction Manager
Security Trustee
Portfolio Manager
Credit Manager
Financial Controller
Managing Director
Chief Executive Officer
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