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Share Mortgage Agreement
"Need a Share Mortgage Agreement under Saudi law for pledging 60% shareholding in a private technology company as security for a 5-year term facility agreement closing on March 15, 2025, with specific provisions for dividend rights to remain with mortgagor until default."
1. Parties: Identification of the Mortgagor (share owner), Mortgagee (beneficiary), and the Company whose shares are being mortgaged
2. Background: Context of the transaction, reference to the underlying facility or obligation being secured
3. Definitions and Interpretation: Key terms used in the agreement, including definition of Mortgaged Shares, Secured Obligations, and interpretation clauses
4. Creation of Mortgage: Express provisions creating the security interest over the shares, including the pledge and its scope
5. Secured Obligations: Description of the obligations being secured by the share mortgage
6. Perfection and Registration: Requirements for registering the mortgage with relevant authorities and completing perfection formalities
7. Representations and Warranties: Mortgagor's confirmations regarding share ownership, authority, and absence of encumbrances
8. Covenants: Ongoing obligations of the Mortgagor regarding the shares, including voting rights and dividends
9. Enforcement: Rights and procedures for enforcing the mortgage in case of default
10. Power of Attorney: Appointment of Mortgagee as attorney for specific purposes related to the mortgage
11. Termination and Release: Conditions for discharge of the mortgage and release procedures
12. Governing Law and Jurisdiction: Specification of Saudi law as governing law and jurisdiction of Saudi courts
1. Dividend Rights: Detailed provisions regarding the treatment of dividends during the mortgage period - include if shares are likely to generate significant dividends
2. Further Assurance: Additional undertakings to execute documents - include for complex transactions or where multiple jurisdictions involved
3. Tax Provisions: Specific tax-related provisions - include if transaction has significant tax implications
4. Shariah Compliance: Explicit Shariah compliance provisions - include if required by Mortgagee or regulatory requirements
5. Security Agent Provisions: Include when mortgage is created in favor of multiple beneficiaries through a security agent
6. Currency Provisions: Include when secured obligations are in different currencies or cross-border elements exist
1. Schedule 1 - Share Details: Details of the mortgaged shares including share certificate numbers, class, and percentage of company ownership
2. Schedule 2 - Form of Registration Applications: Template forms for registering the mortgage with relevant authorities
3. Schedule 3 - Form of Power of Attorney: Template power of attorney for share-related actions
4. Schedule 4 - Notices and Contact Details: Contact information for all parties for serving notices
5. Appendix A - Corporate Authorizations: Copies of corporate approvals required for the mortgage
6. Appendix B - Relevant Registration Requirements: Checklist of registration requirements and procedures
Authors
Articles of Association
Business Day
Capital Market Authority
Commercial Register
Company
Dividend
Default
Default Notice
Encumbrance
Enforcement Event
Event of Default
Finance Documents
Financial Indebtedness
Governing Law
Mortgaged Shares
Mortgagor
Mortgagee
Ministry of Commerce
Parties
Permitted Security
Power of Attorney
Proceeds
Regulatory Authority
Rights
Saudi Law
SAMA
Secured Obligations
Secured Parties
Security
Security Interest
Security Period
Share Certificates
Shareholder Rights
Shares
Tadawul
Transaction Documents
Voting Rights
Warranties
Writing
Interpretation
Creation of Security
Perfection
Registration
Representations and Warranties
Covenants
Share Rights
Voting Rights
Dividend Rights
Further Assurance
Power of Attorney
Events of Default
Enforcement
Application of Proceeds
Costs and Expenses
Assignment and Transfer
Amendments
Notices
Severability
Counterparts
Entire Agreement
Shariah Compliance
Governing Law
Jurisdiction
Waiver
Confidentiality
Term and Termination
Release of Security
Indemnification
Banking & Financial Services
Investment Banking
Private Equity
Corporate Finance
Real Estate
Manufacturing
Technology
Healthcare
Energy & Resources
Infrastructure
Telecommunications
Family Business
Professional Services
Legal
Finance
Compliance
Risk Management
Corporate Secretariat
Credit
Islamic Banking
Corporate Finance
Investment Banking
Transaction Management
Legal Counsel
Corporate Lawyer
Finance Manager
Chief Financial Officer
Investment Manager
Compliance Officer
Corporate Secretary
Risk Manager
Transaction Manager
Security Trustee
Islamic Finance Specialist
Banking Relationship Manager
Credit Risk Officer
Legal Director
Company Secretary
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