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Share Mortgage Agreement
1. Parties: Identification of the Mortgagor and Mortgagee with full legal names and registration details
2. Background: Context of the share mortgage, including reference to any underlying debt or obligation being secured
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Creation of Security: Express provisions creating the mortgage over the shares and the scope of the security interest
5. Secured Obligations: Definition and scope of the obligations being secured by the share mortgage
6. Perfection and Registration: Requirements and procedures for perfecting the security interest and registering it with relevant authorities
7. Representations and Warranties: Mortgagor's representations regarding ownership, authority, and status of the shares
8. Mortgagor's Covenants: Ongoing obligations of the Mortgagor regarding the shares and maintenance of the security
9. Voting Rights and Dividends: Provisions regarding exercise of voting rights and treatment of dividends
10. Enforcement: Rights and procedures for enforcing the security interest upon default
11. Power of Attorney: Grant of power of attorney to the Mortgagee for security purposes
12. Notices: Procedures for giving notices under the agreement
13. Governing Law and Jurisdiction: Confirmation of Danish law as governing law and jurisdiction for disputes
1. Security Agent Provisions: Required when the security is held by a security agent on behalf of multiple secured parties
2. Listed Securities Provisions: Special provisions required for listed shares, including compliance with stock exchange rules
3. Share Certificate Delivery: Required for physical share certificates, detailing delivery and custody arrangements
4. Further Assurance: Additional provisions requiring the Mortgagor to take further actions to perfect or protect the security
5. Currency Provisions: Required when the secured obligations are in a different currency from the shares
6. Tax Provisions: Detailed tax provisions required when specific tax implications need to be addressed
7. Financial Collateral Arrangements: Special provisions required when the agreement qualifies as a financial collateral arrangement under Danish law
1. Schedule 1 - Share Details: Detailed description of the mortgaged shares, including number, class, and nominal value
2. Schedule 2 - Form of Notice to Company: Template notice to be sent to the company whose shares are being mortgaged
3. Schedule 3 - Form of Acknowledgment: Template acknowledgment to be obtained from the company
4. Schedule 4 - Secured Obligations: Detailed description of the secured obligations if complex
5. Appendix 1 - Board Resolution: Copy of board resolution authorizing the share mortgage
6. Appendix 2 - Share Certificates: Copies of relevant share certificates (if applicable)
7. Appendix 3 - Shareholders' Agreement: Relevant excerpts from shareholders' agreement affecting the share mortgage
Authors
Security Period
Security Assets
Secured Obligations
Secured Parties
Default Event
Enforcement Event
Enforcement Notice
Security Documents
Related Rights
Dividends
Voting Rights
Share Certificates
Company
Articles of Association
Business Day
Danish Business Day
Existing Security
Financial Indebtedness
Governing Documents
Insolvency Event
Legal Reservation
Perfection Requirements
Permitted Security
Receiver
Register of Shareholders
Secured Liabilities
Security Interest
Security Period
Taxes
Transaction Documents
VP Securities
Material Adverse Effect
Relevant Jurisdiction
Security Agent
Underlying Documents
Disposal
Distribution
Encumbrance
Financial Collateral
Notice of Creation of Security
Power of Attorney
Quasi-Security
Security Assets Proceeds
Share Mortgage
Creation of Security
Security Assets
Secured Obligations
Perfection and Registration
Representations and Warranties
Covenants
Voting Rights
Dividend Rights
Share Rights
Further Assurance
Power of Attorney
Enforcement
Receiver Appointment
Security Release
Costs and Expenses
Indemnities
Assignment and Transfer
Amendments and Waivers
Notices
Severability
Counterparts
Confidentiality
Governing Law
Jurisdiction
Service of Process
Financial Collateral
Default Provisions
Remedies and Waivers
Security Agent Provisions
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