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Share Pledge Agreement
1. Parties: Identification of the Pledgor and Pledgee, including registration numbers and addresses
2. Background: Context of the pledge, including reference to any underlying obligations being secured
3. Definitions and Interpretation: Key terms used in the agreement, including specific Danish law concepts
4. Pledge: Core provisions creating the security interest over the shares
5. Secured Obligations: Definition and scope of the obligations secured by the share pledge
6. Perfection Requirements: Steps required to perfect the pledge under Danish law, including registration and notification requirements
7. Representations and Warranties: Pledgor's confirmations regarding ownership, authority, and absence of encumbrances
8. Covenants: Ongoing obligations of the Pledgor regarding the pledged shares
9. Voting Rights and Dividends: Provisions regarding exercise of shareholder rights during the pledge period
10. Events of Default: Circumstances triggering enforcement rights
11. Enforcement: Enforcement mechanisms compliant with Danish law
12. Powers of Attorney: Authorization for Pledgee to perfect and enforce the pledge
13. Notices: Communication requirements between parties
14. Assignment and Transfer: Provisions regarding transfer of rights under the agreement
15. Governing Law and Jurisdiction: Confirmation of Danish law application and jurisdiction
1. Security Agent Provisions: Required when the pledge is created in favor of multiple beneficiaries through a security agent structure
2. Tax Provisions: Specific provisions regarding tax implications of enforcement, particularly relevant for cross-border arrangements
3. Currency Provisions: Required when secured obligations are in multiple currencies
4. Further Assurance: Additional undertakings to ensure pledge effectiveness, particularly important in complex corporate structures
5. Costs and Expenses: Allocation of costs related to pledge creation and maintenance
6. Partial Invalidity: Severability provisions, particularly relevant when dealing with mandatory Danish law provisions
7. Amendments: Procedures for modifying the agreement, particularly relevant for long-term arrangements
1. Details of Pledged Shares: Specific information about the pledged shares including number, class, and nominal value
2. Form of Notice to Company: Template for notifying the target company about the pledge
3. Form of Acknowledgment: Template for company's acknowledgment of the pledge notice
4. Powers of Attorney: Forms of powers of attorney required under Danish law
5. Shareholders' Resolution: Any required shareholder approvals for the pledge
6. Form of Registration Statement: Template for registering the pledge in relevant registers
7. Underlying Secured Documents: List and/or copies of the agreements containing the secured obligations
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