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Stock Pledge Agreement
"I need a Stock Pledge Agreement under Nigerian law where ABC Manufacturing Ltd (as Pledgor) will pledge 60% of its shares in XYZ Subsidiaries Ltd to secure a $5 million loan from First Bank Nigeria, with enforcement rights triggered if loan payments are missed for 30 days."
1. Parties: Identification of the Pledgor (shareholder) and Pledgee (security recipient), including full legal names and addresses
2. Background: Context of the pledge arrangement, including reference to any underlying obligations or facilities being secured
3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including 'Pledged Shares', 'Secured Obligations', 'Event of Default'
4. Pledge and Security: Creation of the pledge over the shares, scope of security interest, and confirmation of first-ranking status
5. Representations and Warranties: Pledgor's declarations regarding ownership, authority to pledge, and absence of encumbrances on shares
6. Covenants: Ongoing obligations of the Pledgor regarding the pledged shares, including voting rights and dividends
7. Rights and Obligations of the Pledgee: Powers and duties of the Pledgee in relation to the pledged shares
8. Events of Default: Circumstances triggering enforcement rights and remedies
9. Enforcement: Procedures and rights for enforcing the pledge, including sale or appropriation of shares
10. Power of Attorney: Appointment of Pledgee as attorney for executing share transfers and related documents
11. Notices: Requirements for giving notices under the agreement
12. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
13. Miscellaneous: Standard boilerplate provisions including amendments, waivers, and severability
1. Regulatory Compliance: Required when the pledge involves shares in regulated entities or when specific regulatory approvals are needed
2. Tax Provisions: Included when specific tax implications need to be addressed, particularly for cross-border transactions
3. Multiple Pledgors: Required when more than one shareholder is pledging shares
4. Security Agent Provisions: Needed when the pledge is part of a syndicated facility with a security agent
5. Share Transfer Restrictions: Important when there are pre-existing shareholders' agreements or constitutional restrictions on share transfers
6. Currency Provisions: Required for cross-border transactions involving foreign currency considerations
7. Further Assurance: Detailed provisions for additional actions required to perfect or maintain the security
1. Schedule 1 - Details of Pledged Shares: Detailed description of pledged shares including company details, share certificate numbers, and number of shares
2. Schedule 2 - Form of Share Transfer Form: Pre-signed share transfer form to be held in escrow
3. Schedule 3 - Shareholders' Resolutions: Required corporate approvals for the pledge and potential enforcement
4. Schedule 4 - Notice to Company: Form of notice to be given to the company whose shares are being pledged
5. Schedule 5 - Company Acknowledgment: Form of company's acknowledgment of the pledge
6. Appendix A - Corporate Authorizations: Copies of relevant board resolutions and powers of attorney
7. Appendix B - Regulatory Approvals: Copies of any required regulatory consents or approvals
Authors
Banking and Financial Services
Investment Banking
Private Equity
Corporate Finance
Asset Management
Insurance
Real Estate
Manufacturing
Energy and Resources
Technology
Telecommunications
Healthcare
Infrastructure
Agriculture
Trading and Commerce
Legal
Finance
Corporate Finance
Treasury
Risk Management
Compliance
Corporate Secretarial
Investment Banking
Credit
Portfolio Management
Corporate Banking
Chief Financial Officer
Legal Counsel
Corporate Finance Manager
Investment Manager
Security Trustee
Company Secretary
Finance Director
Corporate Banking Officer
Risk Manager
Compliance Officer
Treasury Manager
Investment Banker
Private Equity Manager
Corporate Lawyer
Transaction Manager
Portfolio Manager
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