The Pledge of Shares Agreement is a crucial security document used in Indonesian financing transactions where shares are provided as collateral for financial obligations. This agreement is commonly utilized in corporate lending, acquisition financing, and other secured transactions where a lender requires security over shares as collateral. The document must comply with Indonesian law requirements, including the Civil Code, Company Law (Law No. 40 of 2007), and relevant OJK regulations for public companies. It establishes the pledge mechanism, perfection requirements, enforcement procedures, and addresses key aspects such as voting rights and dividend treatment during the pledge period. The agreement is particularly important in the Indonesian context due to specific local law requirements for share pledges, including notarization and registration procedures.
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1. Parties: Identification of the Pledgor (shareholder) and Pledgee (typically a lender or security agent)
2. Background: Context of the pledge, including reference to the underlying obligation (e.g., loan agreement) being secured
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Creation of Pledge: Express creation of the security interest over the shares, including description of pledged shares
5. Perfection Requirements: Steps required to perfect the pledge under Indonesian law, including registration and notification requirements
6. Representations and Warranties: Pledgor's confirmations regarding ownership, authority, and status of shares
7. Pledgor Covenants: Ongoing obligations of the pledgor regarding the pledged shares
8. Rights and Obligations of Pledgee: Scope of pledgee's rights and responsibilities regarding the pledged shares
9. Voting Rights and Dividends: Provisions regarding exercise of voting rights and receipt of dividends during the pledge period
10. Events of Default: Circumstances constituting default under the agreement
11. Enforcement: Pledgee's rights and procedures for enforcing the pledge upon default
12. Power of Attorney: Appointment of pledgee as attorney for specific enforcement actions
13. Termination: Conditions and process for terminating the pledge
14. Governing Law and Jurisdiction: Confirmation of Indonesian law governance and jurisdiction for disputes
15. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Security Agent Provisions: Required when the pledge is held by a security agent on behalf of multiple secured parties
2. Further Assurance: Additional provisions regarding future actions to perfect or protect the security, used in complex transactions
3. Tax Provisions: Specific provisions regarding tax implications and responsibilities, needed when tax exposure is significant
4. Currency Provisions: Required when the underlying obligation is in a different currency from the shares
5. Regulatory Compliance: Additional provisions for compliance with specific regulations, required for public company shares
6. Share Transfer Restrictions: Additional provisions regarding transfer restrictions, needed when company articles contain specific requirements
1. Details of Pledged Shares: Schedule listing the number, class, and details of shares being pledged
2. Form of Registration Statement: Template for registration of the pledge with relevant authorities
3. Form of Power of Attorney: Standard form of power of attorney for enforcement actions
4. Perfection Requirements Checklist: Detailed list of actions required to perfect the pledge
5. Form of Notice to Company: Template for notifying the company of the pledge
6. Specimen Share Certificates: Copies of share certificates being pledged, if applicable
7. Required Corporate Approvals: List and copies of required corporate approvals for the pledge
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