A Share Pledge Agreement is commonly used in Belgian financing transactions where shares are provided as collateral for financial obligations. The agreement is typically executed alongside facility agreements, acquisition financing, or other secured lending arrangements. It must comply with Belgian Financial Collateral Law and corporate law requirements, particularly regarding perfection and enforcement. The document includes detailed provisions on the pledge's creation, the parties' rights and obligations, voting and dividend arrangements, and enforcement procedures. It's essential in various corporate transactions, from simple bilateral loans to complex syndicated facilities, and requires careful consideration of both financial collateral regulations and corporate governance requirements under Belgian law.
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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, typically referencing the underlying facility agreement or main obligation being secured
3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement
4. Creation of Pledge: Formal creation and granting of the pledge over the shares, including scope of pledged assets
5. Perfection Requirements: Steps required to perfect the pledge, including registration in the share register and any necessary notifications
6. Representations and Warranties: Pledgor's confirmations regarding ownership, authority, and absence of encumbrances on the pledged shares
7. Covenants: Ongoing obligations of the Pledgor regarding the pledged shares, including maintaining their value and not creating competing security interests
8. Voting Rights and Dividends: Provisions governing exercise of voting rights and receipt of dividends before and after enforcement
9. Events of Default: Circumstances triggering enforcement rights under the pledge
10. Enforcement: Procedures and rights for enforcing the pledge, including sale or appropriation of shares
11. Application of Proceeds: Order of application of enforcement proceeds
12. Release and Termination: Conditions and process for releasing the pledge and terminating the agreement
13. Notices: Communication requirements and contact details
14. Governing Law and Jurisdiction: Confirmation of Belgian law application and jurisdiction of Belgian courts
1. Parallel Debt: Required when the pledge secures obligations owed to multiple creditors or in syndicated facilities
2. Further Assurance: Additional provisions requiring parties to execute further documents or take additional steps to perfect or protect the security
3. Power of Attorney: Appointment of the Pledgee as attorney-in-fact for specific purposes, particularly useful in enforcement scenarios
4. Tax Provisions: Specific provisions dealing with tax implications of the pledge and enforcement, included when tax considerations are material
5. Security Agent Provisions: Required when a security agent is appointed to hold the pledge on behalf of multiple secured parties
6. Share Transfer Restrictions: Additional provisions needed when the Company's articles or shareholders' agreement contain transfer restrictions
1. Schedule 1 - Pledged Shares: Detailed description of the pledged shares including number, class, and nominal value
2. Schedule 2 - Form of Notice of Pledge: Template notice to be sent to the Company regarding the creation of the pledge
3. Schedule 3 - Form of Acknowledgment: Template acknowledgment to be signed by the Company confirming registration of the pledge
4. Schedule 4 - Form of Share Register Entry: Template text for recording the pledge in the Company's share register
5. Schedule 5 - Secured Obligations: Detailed description of the obligations secured by the pledge
6. Appendix 1 - Copy of Shareholders' Resolution: If required, shareholders' approval of the pledge and any transfer restrictions waivers
7. Appendix 2 - Board Resolution: Company's board approval of the pledge and authorization for registration
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Banking and Financial Services
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Healthcare
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