The Share Charge Agreement is a crucial security document used in Philippine financing transactions where shares in a corporation serve as collateral. It is commonly employed in corporate loans, acquisition financing, project finance, and other secured lending arrangements. The document details the creation and perfection of the security interest, incorporating requirements under the Revised Corporation Code of the Philippines, Securities Regulation Code, and relevant Central Bank regulations. It addresses key aspects such as voting rights, dividend treatment, and enforcement procedures, while ensuring compliance with Philippine corporate law requirements for share transfers and encumbrances. The agreement is particularly important in structured finance transactions and cross-border lending arrangements where Philippine shares form part of the security package.
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1. Parties: Identification of the Chargor (share owner), Chargee (security recipient), and the Company whose shares are being charged
2. Background: Context of the share charge, including reference to the underlying facility or obligation being secured
3. Definitions and Interpretation: Key defined terms and interpretation rules, including Philippine law-specific concepts
4. Creation of Security: Core provisions creating the security interest over the shares, including the nature and scope of the charge
5. Perfection Requirements: Steps required to perfect the security under Philippine law, 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 shares, including maintenance of value and corporate actions
8. Voting Rights and Dividends: Provisions governing exercise of voting rights and receipt of dividends before and after enforcement
9. Events of Default: Circumstances triggering enforcement rights
10. Enforcement: Rights and procedures for enforcing the security, compliant with Philippine law
11. Power of Attorney: Appointment of the Chargee as attorney for security purposes
12. Further Assurance: Obligation to execute additional documents and take further steps if needed
13. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
14. Governing Law and Jurisdiction: Confirmation of Philippine law governance and jurisdiction of Philippine courts
1. Security Margin and Top-Up: Used when the agreement requires maintenance of a specific security value ratio
2. Stock Dividends and Rights Issues: Include when the shares may be subject to corporate actions affecting share capital
3. Continuing Security: Used when securing revolving or multiple obligations
4. Currency Provisions: Include when the secured obligations are in a different currency from the shares
5. Multiple Chargors: Include when shares are owned by multiple parties
6. Tax Provisions: Detailed tax provisions when significant tax implications exist
1. Share Details: Schedule listing the charged shares, including certificate numbers and shareholding details
2. Form of Notice to Company: Template notice to the company regarding the share charge
3. Form of Acknowledgment: Template acknowledgment from the company
4. Share Transfer Form: Blank but signed share transfer form for enforcement purposes
5. Director's Resignation Letter: Undated resignation letters from directors appointed by the Chargor
6. Corporate Authorizations: Required corporate approvals and board resolutions
7. Annotation Text: Required text for annotating the charge in the stock and transfer book
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