A Share Charge Agreement under Dutch law is a fundamental security document used in financing transactions where shares in a Dutch company serve as collateral. This agreement is typically executed in connection with loan facilities, acquisition financing, or other credit arrangements where a lender requires security over shares. The document must be carefully structured to comply with Dutch legal requirements, including specific formalities for creating and perfecting share security interests. It addresses crucial aspects such as voting rights, dividend arrangements, and enforcement procedures, while ensuring compliance with Dutch corporate law and security regulations. The agreement is particularly important in corporate restructurings, leveraged financings, and investment transactions where share security is a key component of the overall security package.
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1. Parties: Identification of the Chargor (share owner), Chargee (security taker), and Company (whose shares are being charged)
2. Background: Context of the security arrangement, typically referencing the underlying facility agreement or other debt document
3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including Dutch law-specific terminology
4. Creation of Security: Core provisions establishing the share charge and the secured obligations
5. Perfection and Further Assurance: Requirements for completing and maintaining the security interest, including Dutch law registration requirements
6. Representations and Warranties: Standard representations regarding share ownership, authority to charge, and absence of encumbrances
7. Undertakings: Chargor's obligations regarding the charged shares, including voting rights and dividends
8. Enforcement: Rights and procedures for enforcing the security interest under Dutch law
9. Power of Attorney: Appointment of the Chargee as attorney for security purposes
10. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
11. Governing Law and Jurisdiction: Confirmation of Dutch law governance and jurisdiction of Dutch courts
1. Parallel Debt: Required when the security is granted to a security trustee or agent under certain financing structures
2. Quoted Shares Provisions: Additional provisions required if the charged shares are listed on a stock exchange
3. Multiple Share Classes: Special provisions when the security covers different classes of shares
4. Security Asset Provisions: Additional provisions for other rights related to the shares (e.g., warrants, options)
5. Bank Accounts: Provisions dealing with dividend accounts and other related bank accounts
6. Tax Provisions: Specific tax-related provisions if required by the transaction structure
1. Share Details: Schedule listing the specific shares being charged, including number, class, and nominal value
2. Form of Notice of Share Charge: Form of notice to be sent to the Company regarding the creation of the share charge
3. Form of Acknowledgment: Form for the Company's acknowledgment of the share charge notice
4. Shareholder Resolution: Form of shareholders' resolution approving the share charge if required by articles of association
5. Form of Register Annotation: Template for the annotation to be made in the Company's share register
6. Powers of Attorney: Forms of any required powers of attorney for executing Dutch notarial deeds
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