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Share Mortgage Agreement

Share Mortgage Agreement Template for Netherlands

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Key Requirements PROMPT example:

Share Mortgage Agreement

"I need a Share Mortgage Agreement under Dutch law for a multinational tech company mortgaging 60% of its shares in its Dutch subsidiary to secure a €50 million facility agreement, with special provisions for dividend rights to remain with the mortgagor until an enforcement event."

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Document background
The Share Mortgage Agreement is a crucial security document used in Dutch financing transactions where shares in a company serve as collateral. It is commonly employed in acquisition financing, corporate lending, and restructuring scenarios where a lender requires security over shares. The agreement must comply with Dutch law requirements, particularly the Civil Code (Burgerlijk Wetboek) provisions regarding security rights and corporate law. The document details the creation of the security interest, perfection requirements, voting and dividend rights, and enforcement mechanisms. It includes specific provisions required under Dutch law for the valid creation of share security and typically requires notarial involvement and registration with relevant authorities. The Share Mortgage Agreement is essential for protecting the interests of financial institutions while ensuring compliance with corporate governance requirements and shareholders' rights.
Suggested Sections

1. Parties: Identification of the Mortgagor (share owner) and Mortgagee (security taker), including full legal names and addresses

2. Background: Context of the share mortgage, including reference to any underlying facility agreement or main transaction

3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation

4. Creation of Security: Legal provisions establishing the mortgage over the shares, including the specific shares being mortgaged

5. Perfection and Registration: Requirements and procedures for perfecting the security interest, including registration with relevant authorities

6. Representations and Warranties: Statements by the Mortgagor regarding ownership, authority, and status of the shares

7. Covenants: Ongoing obligations of the Mortgagor regarding the mortgaged shares

8. Voting Rights and Dividends: Provisions regarding exercise of voting rights and receipt of dividends before and after enforcement

9. Enforcement: Circumstances and procedures for enforcing the security interest

10. Power of Attorney: Authorization for the Mortgagee to act on behalf of the Mortgagor in specified circumstances

11. Further Assurance: Obligation to take additional actions to perfect or protect the security interest

12. Notices: Communication procedures between parties

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

14. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes

Optional Sections

1. Security Asset Provisions: Additional provisions for specific types of shares (e.g., bearer shares, registered shares) - used when dealing with special share types

2. Right of First Refusal: Provisions giving existing shareholders priority rights in case of enforcement - used when required by articles of association

3. Tax Provisions: Specific tax-related provisions - used when there are particular tax implications to address

4. Parallel Debt: Creation of parallel debt structure - used when there are multiple lenders or in syndicated facilities

5. Subordination: Provisions regarding ranking of security - used when there are multiple security interests

6. Bank Accounts: Provisions for handling dividend payments and other proceeds - used when specific payment arrangements are required

Suggested Schedules

1. Schedule 1 - Details of the Shares: Detailed description of the mortgaged shares, including number, class, and nominal value

2. Schedule 2 - Form of Notice to Company: Template for notifying the company of the share mortgage

3. Schedule 3 - Form of Acknowledgment: Template for company's acknowledgment of the share mortgage

4. Schedule 4 - Shareholders' Resolution: Form of shareholders' resolution approving the share mortgage

5. Schedule 5 - Powers of Attorney: Forms of various powers of attorney required for the transaction

6. Appendix A - Copy of Shareholders Register: Copy of the relevant entries in the shareholders register

7. Appendix B - Corporate Documents: Copies of relevant corporate documents including articles of association

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions

































Clauses




























Relevant Industries

Banking & Financial Services

Investment Management

Private Equity

Corporate Finance

Real Estate

Manufacturing

Technology

Infrastructure

Energy

Healthcare

Professional Services

Telecommunications

Relevant Teams

Legal

Finance

Treasury

Corporate Secretariat

Compliance

Risk Management

Corporate Finance

Investment Banking

Credit Risk

Transaction Management

Relevant Roles

General Counsel

Legal Counsel

Corporate Lawyer

Finance Director

Chief Financial Officer

Treasury Manager

Investment Manager

Corporate Secretary

Compliance Officer

Risk Manager

Transaction Manager

Security Agent

Portfolio Manager

Corporate Finance Manager

Banking Lawyer

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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