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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."
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
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
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
Banking & Financial Services
Investment Management
Private Equity
Corporate Services
Securities Trading
Investment Banking
Legal Services
Business Services
Real Estate Investment
Manufacturing
Legal
Finance
Corporate Secretarial
Compliance
Risk Management
Treasury
Corporate Finance
Investment
Securities Administration
Corporate Services
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
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