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Share Charge Agreement
"I need a Share Charge Agreement under Malaysian law where ABC Manufacturing Sdn Bhd (as Chargor) will charge 60% of its shares in XYZ Industries Sdn Bhd to secure a RM 10 million facility from Global Bank Berhad, with the security to be registered by March 2025."
1. Parties: Identifies the Chargor (share owner), Chargee (security recipient), and the Company whose shares are being charged
2. Background: Explains the context of the security arrangement and references any underlying facility or obligation being secured
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles, including specific security and share-related terminology
4. Creation of Charge: Establishes the fixed charge over the shares, including the scope of charged property
5. Representations and Warranties: Chargor's confirmations regarding ownership, authority, and status of shares
6. Covenants: Chargor's obligations regarding the charged shares, including voting rights, dividends, and share maintenance
7. Security Perfection: Requirements for registering and perfecting the security, including delivery of share certificates and transfer forms
8. Continuing Security: Confirms the security is continuing and covers future obligations
9. Enforcement: Rights and procedures for enforcing the security, including power of sale and appointment of receivers
10. Power of Attorney: Appointment of Chargee as attorney to perfect or enforce security
11. Payments and Proceeds: Treatment of dividends, voting rights, and enforcement proceeds
12. Miscellaneous: Standard boilerplate provisions including notices, amendments, and governing law
1. Further Advances: Include when the security may secure future advances or facilities
2. Currency Provisions: Required for cross-border transactions or multiple currency facilities
3. Tax Provisions: Include detailed tax provisions when significant tax implications exist
4. Security Agent Provisions: Required when security is held by an agent for multiple beneficiaries
5. Regulatory Compliance: Additional provisions for regulated entities or when specific regulatory approvals are required
6. Inter-creditor Provisions: Include when security is shared among multiple creditors
1. Details of the Charged Shares: Schedule listing share details including certificate numbers, number of shares, and class
2. Form of Share Transfer Form: Blank share transfer form to be signed by Chargor
3. Form of Directors' Resolution: Pro-forma resolution approving share transfer upon enforcement
4. Notice of Charge: Form of notice to be given to the Company whose shares are charged
5. Shareholders' Resolutions: Any required shareholder approvals or waivers
6. Registration Requirements: Checklist of registration requirements and forms for Companies Commission of Malaysia
Authors
Banking and Financial Services
Investment Management
Private Equity
Corporate Finance
Real Estate
Manufacturing
Technology
Energy
Infrastructure
Healthcare
Retail
Telecommunications
Legal
Finance
Compliance
Corporate Secretarial
Risk Management
Credit
Investment
Corporate Finance
Operations
Legal Counsel
Corporate Lawyer
Finance Director
Chief Financial Officer
Company Secretary
Compliance Officer
Transaction Manager
Security Trustee
Investment Manager
Corporate Finance Manager
Risk Manager
Credit Officer
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