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A Share Charge Agreement under Swiss law is utilized when a party (the Chargor) needs to grant security over shares in a company to secure financial obligations owed to another party (the Chargee). This security document is commonly used in financing transactions, including acquisition finance, corporate lending, and structured finance arrangements. The agreement must comply with Swiss law requirements for creating valid security over shares, including specific provisions from the Swiss Civil Code and Code of Obligations. It sets out the terms for maintaining the security, exercising voting rights, receiving dividends, and enforcement procedures. The document typically includes detailed provisions for perfecting the security interest according to Swiss law, which may involve registration requirements and specific formalities depending on whether the shares are certificated or held in book-entry form.

1. Parties: Identification of the Chargor, Chargee, and any other relevant parties such as the Company whose shares are being charged

2. Background: Context of the share charge, including reference to any underlying facility or principal agreements

3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement

4. Creation and Grant of Security: Core provisions establishing the security interest over the shares

5. Perfection of Security: Requirements and procedures for perfecting the security interest under Swiss law

6. Representations and Warranties: Chargor's representations regarding ownership, authority, and status of the charged shares

7. Covenants: Ongoing obligations of the Chargor regarding the charged shares

8. Voting Rights and Dividends: Provisions governing exercise of voting rights and treatment of dividends pre and post-enforcement

9. Enforcement: Circumstances and procedures for enforcing the security interest

10. Power of Attorney: Appointment of the Chargee as attorney for specific purposes

11. Further Assurance: Obligation to execute additional documents or take actions to perfect or protect the security

12. Notices: Communication procedures between parties

13. Assignment and Transfer: Provisions regarding the transfer of rights under the agreement

14. Governing Law and Jurisdiction: Confirmation of Swiss law governance and jurisdiction for disputes