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.
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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.
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
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
Relevant legal definitions
Clauses
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
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