A Pledge of Shares Agreement is a crucial security document used in various financing transactions under Belgian law. It is typically employed when a shareholder needs to provide security over their shareholding in a company to secure financial obligations. The agreement must comply with specific Belgian legal requirements, including the Belgian Companies and Associations Code and Financial Collateral Law, particularly regarding perfection and enforcement. The document details the pledge's scope, the parties' rights and obligations, voting arrangements, dividend treatments, and enforcement procedures. It's commonly used in acquisition financing, corporate lending, and restructuring scenarios, requiring careful consideration of Belgian corporate law requirements and financial regulations.
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1. Parties: Identification of the Pledgor(s), Pledgee(s), and the Company whose shares are being pledged
2. Background: Context of the pledge, including reference to any underlying obligations being secured
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Creation of Pledge: Legal provisions establishing the pledge over the shares
5. Secured Obligations: Detailed description of the obligations being secured by the pledge
6. Perfection Requirements: Steps required to perfect the pledge under Belgian law, including registration requirements
7. Representations and Warranties: Pledgor's declarations regarding ownership, authority, and absence of encumbrances
8. Covenants: Ongoing obligations of the Pledgor regarding the pledged shares
9. Voting Rights and Dividends: Provisions regarding exercise of voting rights and treatment of dividends during the pledge period
10. Events of Default: Circumstances that trigger enforcement rights
11. Enforcement: Procedures and rights for enforcing the pledge in accordance with Belgian law
12. Costs and Expenses: Allocation of costs related to the pledge
13. Notices: Communication procedures between parties
14. Governing Law and Jurisdiction: Confirmation of Belgian law governance and jurisdiction
1. Security Agent Provisions: Required when there are multiple pledgees and a security agent is appointed
2. Parallel Debt: Needed in syndicated arrangements to create a direct claim for the security agent
3. Stock Exchange Regulations: Required for pledges over shares in listed companies
4. Further Assurance: Additional provisions for future actions to maintain pledge effectiveness
5. Power of Attorney: Optional authorization for pledgee to act on pledgor's behalf in certain circumstances
6. Subordination Provisions: Required when there are multiple security interests or creditors
7. Tax Provisions: Specific tax-related provisions if significant tax implications exist
1. Details of Pledged Shares: Specific information about the shares being pledged, including number, class, and nominal value
2. Form of Registration Statement: Template for registering the pledge in the company's share register
3. Shareholders' Resolutions: Any required corporate approvals for the pledge
4. Form of Notice to Company: Template for notifying the company about the pledge
5. Existing Security Interests: List of any pre-existing security interests over the shares
6. Specified Events of Default: Detailed list of events triggering enforcement rights
7. Form of Power of Attorney: Template for any required powers of attorney
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