Share Pledge Agreement for Malta
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Share Pledge Agreement
"I need a Share Pledge Agreement under Maltese law for a tech startup pledging 60% of its shares to secure a €2M bank loan, with specific provisions for maintaining founder voting rights until default."
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1. Parties: Identification of the Pledgor(s) and Pledgee(s), including registration details for companies
2. Background: Context of the pledge, including details of any underlying obligations being secured
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Creation and Perfection of Pledge: Provisions establishing the pledge and steps required for its perfection under Maltese law
5. Secured Obligations: Description of the obligations secured by the share pledge
6. Representations and Warranties: Standard representations regarding ownership, authority, and absence of encumbrances
7. Covenants: Ongoing obligations of the Pledgor regarding the pledged shares
8. Voting Rights and Dividends: Provisions governing exercise of voting rights and treatment of dividends during the pledge period
9. Events of Default: Circumstances constituting default under the agreement
10. Enforcement: Rights and procedures for enforcing the pledge upon default
11. Power of Attorney: Appointment of Pledgee as attorney for specific purposes
12. Notices: Provisions for giving notices under the agreement
13. Governing Law and Jurisdiction: Confirmation of Maltese law governance and jurisdiction
14. General Provisions: Standard boilerplate provisions including amendments, assignments, severability
1. Multiple Pledgors: Additional provisions required when there are multiple pledgors, including joint and several liability
2. Security Agent: Provisions required when the pledge is held by a security agent on behalf of multiple beneficiaries
3. Regulatory Compliance: Special provisions required for regulated entities or when regulatory approvals are needed
4. Further Assurance: Additional provisions regarding cooperation in perfecting or maintaining the pledge
5. Tax Provisions: Specific provisions dealing with tax implications and responsibilities
6. Independent Rights: Provisions clarifying that the pledge is independent of other security interests
7. Share Transfer Restrictions: Additional provisions required when there are pre-existing transfer restrictions in shareholders agreements
1. Schedule 1 - Share Details: Details of the pledged 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 pledged
3. Schedule 3 - Form of Acknowledgment: Template acknowledgment to be received from the company
4. Schedule 4 - Corporate Authorizations: Copies of relevant corporate authorizations
5. Schedule 5 - Share Certificates: Copies of share certificates (if applicable)
6. Schedule 6 - Annotation Text: Text of annotation to be made in the company's register of members
Authors
Annotation
Business Day
Companies Act
Company
Delegate
Dividends
Effective Date
Encumbrance
Enforcement Event
Enforcement Notice
Event of Default
Financial Collateral Arrangements Regulations
Governing Law
Malta Business Registry
Notice
Parties
Pledge
Pledged Shares
Pledgee
Pledgor
Power of Attorney
Register of Members
Rights
Secured Obligations
Security Interest
Security Period
Share Certificates
Shares
Underlying Documents
Voting Rights
Working Hours
Interpretation
Creation of Pledge
Perfection Requirements
Secured Obligations
Representations and Warranties
Covenants
Share Rights
Voting Rights
Dividends
Registration
Annotation
Events of Default
Enforcement
Power of Attorney
Further Assurance
Notices
Assignment
Amendments
Severability
Entire Agreement
Counterparts
Confidentiality
Costs and Expenses
Indemnification
Tax
Governing Law
Jurisdiction
Service of Process
Waiver
Third Party Rights
Banking
Financial Services
Investment Services
Private Equity
Venture Capital
Corporate Services
Real Estate
Manufacturing
Technology
Professional Services
Energy
Infrastructure
Healthcare
Insurance
Telecommunications
Legal
Finance
Corporate Secretarial
Compliance
Risk Management
Corporate Finance
Investment
Treasury
Corporate Governance
Mergers & Acquisitions
Legal Counsel
Corporate Lawyer
Finance Director
Chief Financial Officer
Company Secretary
Compliance Officer
Risk Manager
Investment Manager
Corporate Finance Manager
Banking Executive
Security Trustee
Private Equity Manager
Transaction Manager
Legal Director
General Counsel
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