A Share Mortgage Agreement is a crucial security document used in Australian financial and corporate transactions where shares are provided as collateral for financial obligations. This agreement is commonly used in corporate lending, acquisition financing, and other commercial arrangements where security over shares is required. The document must comply with Australian federal legislation, particularly the Corporations Act 2001 and Personal Property Securities Act 2009, as well as relevant state laws. It includes detailed provisions regarding the creation and perfection of security interests, enforcement mechanisms, and regulatory compliance requirements. The agreement is essential for both lenders seeking security and borrowers offering their shareholdings as collateral, and it must be carefully structured to ensure enforceability and protection of all parties' interests under Australian law.
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1. Parties: Identifies the mortgagor (share owner) and mortgagee (security holder), including full legal names and addresses
2. Background: Explains the context of the share mortgage, including reference to any underlying facility or obligation being secured
3. Definitions and Interpretation: Defines key terms used in the agreement and sets out interpretation principles
4. Grant of Security Interest: Creates and defines the security interest over the shares
5. Secured Obligations: Specifies the obligations being secured by the share mortgage
6. Representations and Warranties: Mortgagor's representations regarding ownership, authority, and status of shares
7. Mortgagor Covenants: Ongoing obligations of the mortgagor regarding the secured shares
8. Events of Default: Specifies circumstances constituting default under the agreement
9. Enforcement: Rights and powers of the mortgagee upon default
10. Power of Attorney: Appointment of mortgagee as attorney for specific purposes
11. PPSA Provisions: Specific provisions required under the Personal Property Securities Act
12. Protection of Mortgagee: Provisions protecting mortgagee's interests and limiting liability
13. Payments and Expenses: Obligations regarding costs, expenses, and taxation matters
14. General Provisions: Standard boilerplate provisions including notices, amendments, governing law
15. Execution: Formal execution blocks for all parties
1. Security Agent Provisions: Required when the security is held by an agent on behalf of multiple secured parties
2. Future Rights: Provisions dealing with rights issues, bonus shares, or other corporate actions
3. Nominee Arrangements: Required when shares are held by a nominee
4. Priority Arrangements: Required when there are multiple security interests over the shares
5. Dividend Rights: Specific provisions regarding entitlement to dividends before and after enforcement
6. Foreign Share Provisions: Required when the secured shares are in foreign companies
7. ASX Compliance: Required for shares in listed companies, addressing relevant listing rules
1. Schedule 1 - Share Details: Details of the secured shares including company name, share numbers, class, and certificates
2. Schedule 2 - Form of Transfer: Blank share transfer form for use upon enforcement
3. Schedule 3 - Secured Obligations: Detailed description of the secured obligations if complex
4. Schedule 4 - Initial Notice Details: Contact details and address for service for all parties
5. Appendix A - Board Resolution: Copy of board resolutions approving the share mortgage
6. Appendix B - Share Certificates: Copies of relevant share certificates
7. Appendix C - PPSR Registration Details: Details of PPSR registration of the security interest
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