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1. Parties: Identifies and defines the Mortgagor (share owner) and Mortgagee (security holder), including full legal names and addresses
2. Background: Sets out the context of the agreement, including details of the underlying obligation being secured and why the share mortgage is being granted
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Grant of Security: Creates and defines the security interest over the shares, including the specific rights being granted
5. Secured Obligations: Defines the obligations being secured by the share mortgage, including any monetary amounts
6. Representations and Warranties: Mortgagor's confirmations regarding share ownership, authority to grant security, and absence of encumbrances
7. Covenants: Ongoing obligations of the Mortgagor regarding the shares, including maintenance of value and restrictions on dealing
8. Rights and Powers of the Mortgagee: Details the Mortgagee's rights over the shares, including voting rights and dividend entitlements
9. Events of Default: Specifies circumstances constituting default and triggering enforcement rights
10. Enforcement: Sets out the Mortgagee's enforcement rights and processes following an Event of Default
11. Power of Attorney: Appointment of Mortgagee as Mortgagor's attorney for security purposes
12. General Provisions: Standard contractual provisions including notices, amendments, governing law, and jurisdiction
1. Multiple Mortgagors: Required when multiple shareholders are granting security over their shares, defining joint and several liability
2. Cross-Collateralization: Needed when the share mortgage secures obligations under multiple facilities or agreements
3. Regulatory Compliance: Special provisions required for regulated entities or when specific regulatory approvals are needed
4. Priority Arrangements: Required when there are multiple security interests over the shares or priority arrangements with other creditors
5. Share Transfer Mechanics: Detailed provisions for share transfers in enforcement scenarios, particularly relevant for complex share structures
6. Dividend and Distribution Rights: Specific arrangements for handling dividends and distributions during the security period
1. Schedule 1 - Share Details: Details of the mortgaged shares including share certificate numbers, class, and percentage of total issued shares
2. Schedule 2 - Secured Obligations: Detailed description of the secured obligations, including facility agreements or other underlying obligations
3. Schedule 3 - Company Details: Information about the company whose shares are being mortgaged, including constitution and shareholding restrictions
4. Schedule 4 - Form of Transfer: Pro forma share transfer form for use in enforcement
5. Appendix A - Board Resolution: Copy of board resolution approving the share mortgage (if required by company constitution)
6. Appendix B - Shareholder Resolutions: Any required shareholder approvals or waivers of pre-emptive rights
Business Day
Company
Companies Office
Constitution
Default Interest Rate
Dividends
Event of Default
Enforcement Event
Financial Statements
Governmental Agency
Interest
Mortgage
Mortgaged Property
Mortgaged Shares
Mortgagee
Mortgagor
parties
PPSA
PPSR
Related Company
Rights
Secured Money
Secured Obligations
Security Interest
Share Certificate
Shareholder Rights
Subsidiary
Transaction Documents
Transfer Form
Voting Rights
Grant of Security
Nature of Security
Representations and Warranties
Secured Obligations
Covenants
Share Rights and Dividends
Dealing Restrictions
Voting Rights
Powers of Attorney
Events of Default
Enforcement
Receiver Appointment
Priority
Assignment and Transfer
Payments
Notices
Confidentiality
Further Assurance
Costs and Expenses
Amendments
Severability
Counterparts
Electronic Execution
Governing Law
Jurisdiction
Waiver
Time of Essence
Entire Agreement
Banking and Financial Services
Investment Banking
Corporate Finance
Private Equity
Venture Capital
Professional Services
Legal Services
Asset Management
Commercial Lending
Business Services
Legal
Finance
Corporate Finance
Compliance
Risk Management
Credit
Investment
Company Secretariat
Treasury
Portfolio Management
Legal Counsel
Corporate Lawyer
Finance Manager
Chief Financial Officer
Investment Manager
Credit Manager
Compliance Officer
Company Secretary
Transaction Manager
Security Trustee
Portfolio Manager
Risk Manager
Banking Relationship Manager
Corporate Finance Director
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