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The Share Charge Agreement is a crucial security document used in Irish financing transactions where shares are provided as collateral for loans or other financial obligations. It creates a security interest over shares in favor of a lender or security taker, enabling them to take control of or sell the shares upon occurrence of specified default events. The document must comply with Irish law requirements, particularly the Companies Act 2014 and relevant EU regulations, and requires registration with the Companies Registration Office. It typically includes provisions for voting rights, dividend rights, and enforcement mechanisms. The Share Charge Agreement is commonly used in corporate lending, acquisition financing, and general banking facilities where share security is required. The document forms part of a larger security package and requires careful consideration of corporate governance, regulatory requirements, and shareholder rights.

1. Parties: Identification of the Chargor (share owner) and Chargee (security taker), including full legal names and registered addresses

2. Background: Recitals explaining the context of the share charge, typically referencing any underlying facility or loan agreement

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

4. Creation of Charge: Core charging provisions creating the security interest over the shares

5. Secured Obligations: Definition and scope of the obligations being secured by the share charge

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

7. Covenants: Positive and negative undertakings by the Chargor regarding the charged shares

8. Powers and Rights of the Chargee: Rights of the Chargee in relation to the charged shares, including voting rights and dividend rights

9. Enforcement: Circumstances and methods of enforcing the security, including power of sale

10. Further Assurance: Obligation to execute further documents and take additional steps if required

11. Notices: Provisions for how formal notices under the agreement must be given

12. Assignment and Transfer: Provisions regarding the ability to transfer or assign rights under the agreement

13. Governing Law and Jurisdiction: Confirmation of Irish law as governing law and submission to Irish courts