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Share Mortgage Agreement Template for Philippines

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Key Requirements PROMPT example:

Share Mortgage Agreement

"I need a Share Mortgage Agreement under Philippine law for securing a corporate loan worth PHP 50 million, where 100,000 common shares in a private manufacturing company will be mortgaged, with the security period starting March 1, 2025."

Document background
The Share Mortgage Agreement is a crucial security document used in Philippine corporate and financial transactions where shares are provided as collateral for loans or other obligations. It is commonly used in corporate financing, acquisition financing, and general secured lending transactions. The agreement must comply with Philippine corporate and securities laws, particularly the Revised Corporation Code and Securities Regulation Code. The document includes detailed provisions on the creation of the security, maintenance obligations, voting rights, dividends, and enforcement procedures. It requires proper registration with the corporate secretary and may need additional regulatory approvals depending on the nature of the shares and parties involved. The agreement is essential for protecting the lender's interests while ensuring compliance with local regulatory requirements.
Suggested Sections

1. Parties: Identification of the Mortgagor (share owner) and Mortgagee (lender/security holder), including complete legal names and addresses

2. Background: Context of the transaction, including details of the underlying debt or obligation being secured

3. Definitions: Definitions of key terms used throughout the agreement, including 'Mortgaged Shares', 'Security Period', 'Events of Default'

4. Creation and Grant of Security: Provisions establishing the mortgage over the shares, including specific details of shares being mortgaged

5. Representations and Warranties: Mortgagor's declarations regarding ownership, authority to mortgage, and status of shares

6. Covenants: Ongoing obligations of the Mortgagor regarding the mortgaged shares, including maintenance of value and restrictions on disposal

7. Rights and Obligations: Respective rights and obligations of both parties during the security period

8. Events of Default: Circumstances that constitute default and trigger enforcement rights

9. Enforcement: Procedures and rights for enforcing the security following an Event of Default

10. Power of Attorney: Appointment of Mortgagee as attorney-in-fact for specific security-related purposes

11. Notices: Requirements and procedures for serving notices under the agreement

12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes

Optional Sections

1. Security Margin: Required when the agreement includes provisions for maintaining a minimum value ratio of the mortgaged shares

2. Voting Rights: Optional section detailing how voting rights are exercised during the security period, if agreed between parties

3. Dividend Rights: Optional section specifying treatment of dividends during the security period

4. Further Assurance: Optional section requiring Mortgagor to execute additional documents or take further actions if needed

5. Tax Provisions: Required when specific tax arrangements need to be addressed between parties

6. Registration and Stamping: Required for listed companies or when specific registration requirements apply

7. Continuation of Security: Optional section dealing with the continuation of security in case of corporate actions like share splits or consolidation

Suggested Schedules

1. Schedule 1 - Details of Mortgaged Shares: Detailed description of shares including certificate numbers, class, and number of shares

2. Schedule 2 - Form of Notice to Company: Template notice to be sent to the company secretary regarding the share mortgage

3. Schedule 3 - Powers of Attorney: Specific powers granted to the Mortgagee as attorney-in-fact

4. Appendix A - Board Resolutions: Corporate authorizations of the Mortgagor approving the share mortgage

5. Appendix B - Specimen Signatures: Authorized signatures of both parties for documentation purposes

6. Appendix C - Registration Requirements: Checklist of registration requirements and procedures under Philippine law

Authors

Alex Denne

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

Relevant legal definitions




































Clauses































Relevant Industries

Banking & Financial Services

Investment Management

Private Equity

Corporate Services

Securities Trading

Investment Banking

Legal Services

Business Services

Real Estate Investment

Manufacturing

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Risk Management

Treasury

Corporate Finance

Investment

Securities Administration

Corporate Services

Relevant Roles

Legal Counsel

Corporate Lawyer

Finance Director

Chief Financial Officer

Investment Manager

Company Secretary

Compliance Officer

Corporate Finance Manager

Securities Officer

Risk Manager

Transaction Manager

Legal Director

Investment Banker

Corporate Services Manager

Treasury Manager

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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