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1. Parties: Identifies the pledgor (share owner), pledgee (security taker), and the company whose shares are being pledged
2. Background: Explains the context of the pledge, typically referencing the underlying facility or obligation being secured
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles, including PPSA-specific terminology
4. Grant of Security Interest: Creates and defines the security interest in the pledged shares
5. Perfection and Protection of Security: Covers PPSR registration requirements and other perfection steps
6. Representations and Warranties: Pledgor's declarations regarding ownership, authority, and absence of encumbrances
7. Covenants: Ongoing obligations of the pledgor regarding the pledged shares
8. Dividends and Voting Rights: Specifies treatment of dividends and exercise of voting rights before and after enforcement
9. Events of Default: Defines circumstances triggering enforcement rights
10. Enforcement: Details enforcement procedures and powers of the pledgee
11. Power of Attorney: Appointment of pledgee as attorney for enforcement purposes
12. Notices: Requirements for giving notices under the agreement
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.
1. Foreign Party Provisions: Required when any party is foreign, addressing FIRB requirements and cross-border issues
2. Multiple Pledgors: Required when shares are pledged by multiple parties, addressing joint and several liability
3. Security Trustee Provisions: Required when the security is held by a security trustee for multiple beneficiaries
4. Further Advances: Required when the security may secure future obligations or advances
5. Tax Provisions: Detailed tax provisions required for complex corporate structures or international transactions
6. Share Transfer Restrictions: Additional provisions required when there are pre-existing transfer restrictions in shareholders agreements
7. Custody Arrangements: Required when share certificates or other documents are held by a custodian
1. Schedule 1 - Pledged Shares: Details of the pledged shares including share certificate numbers, class, and quantity
2. Schedule 2 - Form of Transfer: Blank share transfer form to be used upon enforcement
3. Schedule 3 - Notice of Pledge: Form of notice to be given to the company whose shares are pledged
4. Schedule 4 - Company Acknowledgment: Form of acknowledgment from the company regarding the pledge
5. Schedule 5 - PPSR Registration Details: Details of PPSR registration including timing requirements
6. Appendix A - Board Resolutions: Pro forma board resolutions approving the pledge arrangement
7. Appendix B - Shareholder Resolutions: Pro forma shareholder resolutions if required under constitution
Pledged Shares
Security Interest
Secured Obligations
Secured Money
Event of Default
Enforcement Event
Disposal
Controller
Security Power
Corporations Act
PPSA
PPSR
Perfection
Verification Statement
Share Certificate
Transfer Form
Company Constitution
Shareholders Agreement
Dividend
Distribution
Voting Rights
Board Resolution
Security Document
Permitted Security Interest
Power of Attorney
Relevant Documents
Security Provider
Security Holder
Business Day
Guarantee
Insolvency Event
Material Adverse Effect
Notice
Related Entity
Share Register
Transfer Rights
Secured Party
Authorized Officer
Collateral
Facility Agreement
Enforcement Notice
Recovery
Security Trust
Proceeds
Definitions
Grant of Security
Perfection
Representations and Warranties
Covenants
Voting Rights
Dividends
Share Certificates
Registration
Events of Default
Enforcement
Power of Attorney
Further Assurance
Assignment
Notices
Costs and Expenses
Indemnity
Set-off
Severability
Amendment
Waiver
Counterparts
Governing Law
Jurisdiction
Confidentiality
Agency
Security Trust
Priority
Release
Transfer Restrictions
Corporate Authority
Financial Services
Banking
Investment Management
Private Equity
Corporate Finance
Real Estate Investment
Infrastructure
Mining and Resources
Technology
Manufacturing
Professional Services
Legal
Finance
Corporate Finance
Treasury
Compliance
Risk Management
Company Secretariat
Investment
Credit
Operations
Legal Counsel
Corporate Lawyer
Finance Lawyer
Banking Lawyer
Chief Financial Officer
Finance Director
Company Secretary
Security Trustee
Loan Officer
Investment Manager
Transaction Manager
Compliance Officer
Risk Manager
Corporate Finance Manager
Investment Director
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