The Pledge of Shares Agreement is a crucial document in New Zealand's corporate and financial landscape, typically used when a shareholder needs to provide security over their shareholding to secure financial obligations or other commitments. This agreement is commonly utilized in various business scenarios, including securing loans, guaranteeing performance obligations, or as part of larger financial arrangements. The document must comply with New Zealand's legal framework, particularly the Personal Property Securities Act 1999 and Companies Act 1993, which govern security interests and share transfers. A well-drafted Pledge of Shares Agreement will include comprehensive details about the pledged shares, mechanisms for security enforcement, voting rights arrangements, and procedures for dealing with dividends during the security period. It serves as a critical tool in commercial transactions, providing security to the pledgee while protecting the pledgor's residual rights in the shares.
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1. Parties: Identifies the Pledgor (share owner), Pledgee (security recipient), and the Company whose shares are being pledged
2. Background: Sets out the context of the agreement, including reference to any underlying obligations being secured
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles for the agreement
4. Grant of Security Interest: Core provision establishing the pledge and security interest over the shares
5. Representations and Warranties: Pledgor's confirmations regarding ownership, authority to pledge, and absence of encumbrances
6. Covenants: Ongoing obligations of the Pledgor regarding the pledged shares
7. Rights and Obligations: Details the rights of the Pledgee and obligations of the Pledgor during the security period
8. Voting Rights and Dividends: Specifies who can exercise voting rights and receive dividends during the pledge period
9. Events of Default: Lists circumstances constituting default and triggering enforcement rights
10. Enforcement: Sets out the Pledgee's rights and process for enforcing the security interest
11. Release of Pledge: Conditions and process for releasing the security interest
12. General Provisions: Standard contractual provisions including notices, amendments, governing law
1. Security Perfection: Additional provisions for registering the security interest, used when PPSA registration is required
2. Power of Attorney: Grants Pledgee power to act on Pledgor's behalf, included for stronger security arrangements
3. Tag-Along Rights: Included when other shareholders have pre-existing tag-along rights that need to be addressed
4. Regulatory Compliance: Added when the pledge requires specific regulatory approvals or notifications
5. Share Transfer Mechanics: Detailed transfer procedures, included when company constitution has specific requirements
6. Third Party Consents: Required when other parties' consents are needed for the pledge
1. Schedule 1 - Details of Pledged Shares: Lists the number, class, and certificate numbers of pledged shares
2. Schedule 2 - Form of Share Transfer: Template share transfer form for enforcement purposes
3. Schedule 3 - Company Particulars: Details of the company whose shares are being pledged
4. Schedule 4 - Existing Encumbrances: List of any existing encumbrances affecting the pledged shares
5. Appendix A - Board Resolution: Template board resolution approving the share pledge
6. Appendix B - Notice of Pledge: Form of notice to be given to the company regarding the pledge
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