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Share Mortgage Agreement
1. Parties: Identification of the Mortgagor and Mortgagee with full legal names and registration details
2. Background: Context of the share mortgage, including reference to any underlying debt or obligation being secured
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Creation of Security: Express provisions creating the mortgage over the shares and the scope of the security interest
5. Secured Obligations: Definition and scope of the obligations being secured by the share mortgage
6. Perfection and Registration: Requirements and procedures for perfecting the security interest and registering it with relevant authorities
7. Representations and Warranties: Mortgagor's representations regarding ownership, authority, and status of the shares
8. Mortgagor's Covenants: Ongoing obligations of the Mortgagor regarding the shares and maintenance of the security
9. Voting Rights and Dividends: Provisions regarding exercise of voting rights and treatment of dividends
10. Enforcement: Rights and procedures for enforcing the security interest upon default
11. Power of Attorney: Grant of power of attorney to the Mortgagee for security purposes
12. Notices: Procedures for giving notices under the agreement
13. Governing Law and Jurisdiction: Confirmation of Danish law as governing law and jurisdiction for disputes
1. Security Agent Provisions: Required when the security is held by a security agent on behalf of multiple secured parties
2. Listed Securities Provisions: Special provisions required for listed shares, including compliance with stock exchange rules
3. Share Certificate Delivery: Required for physical share certificates, detailing delivery and custody arrangements
4. Further Assurance: Additional provisions requiring the Mortgagor to take further actions to perfect or protect the security
5. Currency Provisions: Required when the secured obligations are in a different currency from the shares
6. Tax Provisions: Detailed tax provisions required when specific tax implications need to be addressed
7. Financial Collateral Arrangements: Special provisions required when the agreement qualifies as a financial collateral arrangement under Danish law
1. Schedule 1 - Share Details: Detailed description of the mortgaged shares, including number, class, and nominal value
2. Schedule 2 - Form of Notice to Company: Template notice to be sent to the company whose shares are being mortgaged
3. Schedule 3 - Form of Acknowledgment: Template acknowledgment to be obtained from the company
4. Schedule 4 - Secured Obligations: Detailed description of the secured obligations if complex
5. Appendix 1 - Board Resolution: Copy of board resolution authorizing the share mortgage
6. Appendix 2 - Share Certificates: Copies of relevant share certificates (if applicable)
7. Appendix 3 - Shareholders' Agreement: Relevant excerpts from shareholders' agreement affecting the share mortgage
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