The Share Charge Agreement is a crucial security document used in New Zealand financial and corporate transactions where shares are provided as collateral for financial obligations. It is commonly utilized in loan transactions, corporate restructuring, and investment arrangements where a lender or investor requires security over company shares. The document must comply with New Zealand's Personal Property Securities Act 1999 and Companies Act 1993, ensuring proper creation and perfection of the security interest. The agreement details the specific shares being charged, the secured obligations, maintenance of security, voting rights, dividend arrangements, and enforcement mechanisms. It is essential for protecting the chargee's interests while allowing the chargor to retain ownership until a default occurs.
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1. Parties: Identifies the chargor (share owner), chargee (security holder), and the company whose shares are being charged
2. Background: Explains the context of the security arrangement and references any related agreements (e.g., facility agreement or loan agreement)
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles for the agreement
4. Creation and Nature of Security: Establishes the security interest over the shares, including the charging clause and secured obligations
5. Representations and Warranties: Chargor's confirmations regarding ownership, authority, and status of the charged shares
6. Covenants: Ongoing obligations of the chargor regarding the charged shares, including maintenance of their value and restrictions on disposal
7. Rights and Obligations Pre-Enforcement: Deals with dividends, voting rights, and other share-related rights before any enforcement event
8. Events of Default: Specifies circumstances that trigger enforcement rights
9. Enforcement: Sets out the chargee's rights and powers upon an event of default
10. Power of Attorney: Appointment of chargee as chargor's attorney for security purposes
11. Further Assurance: Obligation to execute further documents and take additional steps if required
12. Notices: Procedures for giving notices under the agreement
13. Assignment and Transfer: Rules regarding transfer of rights under the agreement
14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and governing law
1. Security Trustee Provisions: Required when the security is held by a security trustee on behalf of multiple beneficiaries
2. Tax Provisions: Detailed tax-related provisions when shares generate significant income or when tax implications are material
3. Currency Provisions: Required when dealing with shares in foreign companies or cross-border security arrangements
4. Electronic Execution: Specific provisions for electronic execution when parties intend to sign electronically
5. Guarantee Provisions: When the share charge includes a guarantee component
6. Priority Arrangements: Required when there are multiple security interests over the same shares
1. Schedule 1 - Share Details: Details of the charged shares including class, number, certificate numbers, and percentage of total issued share capital
2. Schedule 2 - Form of Transfer: Pre-signed share transfer form to be held in escrow
3. Schedule 3 - Secured Obligations: Detailed description of the obligations secured by the share charge
4. Schedule 4 - Notice of Charge: Form of notice to be given to the company whose shares are charged
5. Schedule 5 - Company Acknowledgment: Form of acknowledgment to be signed by the company whose shares are charged
6. Appendix 1 - Share Certificates: Copies of relevant share certificates
7. Appendix 2 - Company Constitution: Copy of the constitution of the company whose shares are charged
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