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Pledge Of Shares Agreement
"I need a Malaysian law Pledge of Shares Agreement where ABC Sdn Bhd is pledging 1 million ordinary shares in XYZ Technology Sdn Bhd to Maybank as security for a RM50 million corporate loan to be disbursed in March 2025."
1. Parties: Identifies the pledgor (shareholder), pledgee (typically a lender or security agent), and the company whose shares are being pledged
2. Background: Explains the context of the pledge, typically referencing the underlying facility or loan agreement
3. Definitions and Interpretation: Defines key terms used in the agreement and sets out interpretation rules
4. Pledge and Security: Creates and defines the scope of the security interest over the pledged shares
5. Representations and Warranties: Pledgor's confirmations regarding ownership, authority, and status of the pledged shares
6. Covenants: Ongoing obligations of the pledgor regarding the pledged shares
7. Rights and Obligations: Details the rights of the pledgee and obligations of the pledgor
8. Enforcement: Circumstances and procedures for enforcing the pledge
9. Power of Attorney: Appointment of the pledgee as attorney for specific purposes related to the pledge
10. Further Assurance: Obligation to execute additional documents and take further actions if needed
11. Notices: Communication procedures between parties
12. Governing Law and Jurisdiction: Specifies Malaysian law as governing law and jurisdiction for disputes
1. Security Agent Provisions: Required when the pledge is held by a security agent on behalf of multiple beneficiaries
2. Dividends and Voting Rights: Optional section detailing how dividends are handled and whether voting rights are assigned pre-enforcement
3. Currency Provisions: Required when the underlying facility involves multiple currencies
4. Tax Provisions: Detailed tax provisions when specific tax considerations need to be addressed
5. Share Transfer Restrictions: Additional restrictions beyond standard transfer restrictions
6. Digital Share Certificates: Required when dealing with digital or scripless shares
1. Details of Pledged Shares: Schedule listing the number, class, and certificate numbers of pledged shares
2. Form of Notice to Company: Template notice to be sent to the company regarding the pledge
3. Form of Acknowledgment: Template acknowledgment to be received from the company
4. Share Transfer Forms: Blank signed transfer forms to be held in escrow
5. Directors' Resignation Letters: Undated resignation letters from pledgor-appointed directors
6. Existing Encumbrances: List of any existing encumbrances on the pledged shares
7. Required Authorizations: List of regulatory or third-party approvals required
Authors
Banking
Financial Services
Investment Management
Private Equity
Corporate Finance
Real Estate
Manufacturing
Technology
Infrastructure
Energy
Telecommunications
Legal
Finance
Corporate Secretarial
Compliance
Risk Management
Investment
Corporate Finance
Banking
Corporate Lawyer
Legal Counsel
Finance Director
Chief Financial Officer
Investment Manager
Corporate Secretary
Compliance Officer
Security Trustee
Transaction Manager
Banking Executive
Legal Manager
Investment Director
Risk Manager
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