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Share Charge Agreement Template for Canada

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Key Requirements PROMPT example:

Share Charge Agreement

"I need a Share Charge Agreement under Canadian law to secure a $5M loan facility, where ABC Holdings Inc. (Ontario corporation) is charging 100% of its shares in its operating subsidiary XYZ Operations Ltd. in favor of First Canadian Bank, with completion needed by March 15, 2025."

Document background
The Share Charge Agreement is a crucial security document used in Canadian lending and security arrangements when shares are being provided as collateral. It is commonly used in corporate finance transactions, acquisition financing, and general secured lending where a lender requires security over shares owned by a borrower or guarantor. The agreement must comply with provincial Personal Property Security Act (PPSA) requirements for creation and perfection of security interests, as well as relevant corporate legislation governing share transfers and charges. The document typically includes detailed provisions regarding the charged shares, secured obligations, representations and warranties, covenants, enforcement mechanisms, and necessary regulatory filings. It is particularly important in syndicated lending arrangements and cross-border transactions where Canadian shares are part of a larger security package.
Suggested Sections

1. Parties: Identifies the chargor (share owner), chargee (secured party), and the corporation whose shares are being charged

2. Background: Describes the context of the agreement, including reference to any underlying credit agreement or obligations being secured

3. Definitions and Interpretation: Defines key terms and establishes interpretation principles

4. Creation of Security Interest: Creates the charge over the shares and related rights

5. Secured Obligations: Defines the obligations being secured by the share charge

6. Representations and Warranties: Chargor's representations regarding share ownership, authority, and absence of encumbrances

7. Covenants: Ongoing obligations of the chargor regarding the shares

8. Further Assurance: Obligation to execute additional documents and take further steps if needed

9. Powers of the Chargee: Rights and powers of the chargee in relation to the charged shares

10. Enforcement: Rights and remedies upon default

11. Power of Attorney: Appointment of chargee as attorney to perfect or enforce security

12. Notices: Process for giving notices under the agreement

13. Assignment and Transfer: Rights to assign or transfer the security interest

14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.

Optional Sections

1. Dividends and Voting Rights: Specific provisions regarding exercise of voting rights and receipt of dividends prior to enforcement - included when these rights need to be specifically addressed

2. Security Account: Provisions for establishing a security account for the shares - included when shares are held in a securities account

3. Multiple Chargors: Additional provisions for multiple chargors - included when more than one party is granting security

4. Currency Provisions: Provisions dealing with multiple currencies - included when secured obligations are in different currencies

5. Tax Provisions: Specific tax-related provisions - included when tax implications need to be specifically addressed

6. Intercreditor Provisions: Provisions relating to multiple secured parties - included when there are other secured creditors

Suggested Schedules

1. Schedule of Shares: Details of the charged shares including class, number, and percentage of issued share capital

2. Form of Stock Transfer Form: Blank stock transfer form to be signed by chargor

3. Form of Notice to Company: Form of notice to be given to the company whose shares are charged

4. Form of Acknowledgment: Form of acknowledgment to be signed by the company whose shares are charged

5. Directors' Resolutions: Form of directors' resolutions approving registration of the share charge

6. PPSA Financing Statement: Copy of PPSA financing statement for registration of security interest

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions














































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Relevant Industries

Banking

Financial Services

Private Equity

Investment Management

Corporate Finance

Insurance

Asset Management

Professional Services

Real Estate

Manufacturing

Technology

Energy

Mining

Infrastructure

Telecommunications

Relevant Teams

Legal

Finance

Treasury

Compliance

Risk Management

Corporate Secretariat

Credit

Investment Banking

Corporate Finance

Portfolio Management

Relevant Roles

Corporate Lawyer

Banking Lawyer

Finance Lawyer

Legal Counsel

General Counsel

Corporate Secretary

Chief Financial Officer

Finance Director

Treasury Manager

Risk Manager

Compliance Officer

Transaction Manager

Security Trustee

Loan Officer

Credit Manager

Investment Manager

Portfolio Manager

Corporate Finance Manager

Industries








Teams

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