A Pledge of Shares Agreement is commonly used in the United States when shareholders need to provide security for loans or other obligations. This agreement, governed by U.S. law including the UCC and federal securities regulations, creates a security interest in shares, allowing the pledgee to take ownership or sell the shares upon default. The document typically includes details about the pledged shares, representations about ownership, voting rights, dividend arrangements, and enforcement mechanisms. It's particularly important in corporate financing, ensuring compliance with both federal and state securities laws while protecting the interests of both pledgor and pledgee.
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1. Parties: Identification of pledgor, pledgee, and company whose shares are being pledged
2. Background: Context of the pledge arrangement and underlying obligations
3. Definitions: Key terms used throughout the agreement including references to UCC, Securities Laws, and relevant regulations
4. Pledge and Security Interest: Core provisions establishing the pledge and security interest in the shares, compliant with UCC Article 8 and 9
5. Representations and Warranties: Pledgor's declarations regarding ownership, authority, and share status, including securities law compliance
6. Covenants: Ongoing obligations of the pledgor regarding the pledged shares and compliance with applicable regulations
7. Events of Default: Circumstances constituting default under the agreement
8. Enforcement Rights: Pledgee's rights upon default, including UCC remedies and bankruptcy considerations
9. Governing Law: Law governing the agreement and jurisdiction, including reference to UCC and applicable state laws
1. Voting Rights: Provisions regarding exercise of voting rights during pledge period, subject to securities regulations
2. Dividend Rights: Treatment of dividends during pledge period and tax implications
3. Additional Security: Provisions for additional collateral and related perfection requirements
4. Insurance: Requirements for insurance of pledged assets and related compliance matters
1. Schedule of Pledged Shares: Detailed list of shares being pledged including certificate numbers and quantities
2. Form of Notice to Company: Template notice to be sent to the company regarding the pledge
3. Form of Stock Power: Template stock power document for transfer of shares
4. Corporate Resolutions: Relevant corporate approvals for the pledge
5. UCC Financing Statements: Forms for perfecting security interest under UCC requirements
Relevant legal definitions
Agreement
Applicable Law
Business Day
Charged Shares
Collateral
Company
Default
Dividends
Effective Date
Encumbrance
Event of Default
Governing Law
Lien
Loan Agreement
Obligations
Parties
Pledge
Pledged Shares
Pledgee
Pledgor
Rights
Secured Obligations
Security Interest
Security Period
Share Certificates
Shares
Stock Power
Transaction Documents
Transfer
UCC
Voting Rights
Applicable Law
Business Day
Charged Shares
Collateral
Company
Default
Dividends
Effective Date
Encumbrance
Event of Default
Governing Law
Lien
Loan Agreement
Obligations
Parties
Pledge
Pledged Shares
Pledgee
Pledgor
Rights
Secured Obligations
Security Interest
Security Period
Share Certificates
Shares
Stock Power
Transaction Documents
Transfer
UCC
Voting Rights
Clauses
Pledge and Security Interest
Representations and Warranties
Delivery and Custody
Voting Rights
Dividends and Distributions
Further Assurance
Covenants
Events of Default
Enforcement
Power of Attorney
Assignment and Transfer
Notices
Governing Law
Jurisdiction
Severability
Amendment
Entire Agreement
Counterparts
Costs and Expenses
Indemnification
Confidentiality
Termination
Share Transfer Restrictions
Security Perfection
Registration Rights
Representations and Warranties
Delivery and Custody
Voting Rights
Dividends and Distributions
Further Assurance
Covenants
Events of Default
Enforcement
Power of Attorney
Assignment and Transfer
Notices
Governing Law
Jurisdiction
Severability
Amendment
Entire Agreement
Counterparts
Costs and Expenses
Indemnification
Confidentiality
Termination
Share Transfer Restrictions
Security Perfection
Registration Rights
Relevant Industries
Relevant Teams
Relevant Roles
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