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A Share Charge Agreement is commonly used in financing transactions where shares are provided as collateral for secured obligations. Under Austrian law, this document must carefully address both civil law requirements for valid security interests and corporate law provisions regarding share transfers and encumbrances. The agreement typically forms part of a larger financing package and is crucial in scenarios such as acquisition financing, corporate lending, or restructuring transactions. It includes detailed provisions on the creation and perfection of the security interest, voting rights, dividend arrangements, and enforcement mechanisms. The document must comply with specific Austrian law requirements regarding form, registration, and notarization, particularly for shares in GmbHs (limited liability companies) or AGs (stock corporations). The agreement also needs to address any restrictions in the company's articles of association or existing shareholder agreements.

1. Parties: Identification of the Chargor (shareholder), Chargee (security taker), and the Company whose shares are being charged

2. Background: Context of the share charge, typically referring to the underlying facility agreement or main transaction documents

3. Definitions and Interpretation: Definitions of key terms and interpretation principles used throughout the agreement

4. Creation of Security: Core provisions establishing the security interest over the shares, including the scope of charged property

5. Perfection and Further Assurance: Requirements for completing and maintaining the security, including registration and notification requirements

6. Representations and Warranties: Chargor's confirmations regarding ownership, authority, and absence of encumbrances

7. Covenants: Ongoing obligations of the Chargor regarding the charged shares

8. Voting Rights and Dividends: Provisions governing exercise of shareholder rights before and after enforcement

9. Enforcement: Circumstances and methods of enforcing the security interest

10. Power of Attorney: Appointment of the Chargee as attorney to perfect or enforce the security

11. Notices: Communication requirements and contact details

12. Assignment and Transfer: Rules regarding transfer of rights under the agreement

13. Governing Law and Jurisdiction: Confirmation of Austrian law application and jurisdiction