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1. Parties: Identifies and defines the parties to the agreement - the Share Lender and the Share Borrower
2. Background: Sets out the context of the agreement and the parties' intentions
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. Loan of Shares: Details the specific shares being loaned, including quantity, class, and issuing company
5. Term and Repayment: Specifies the duration of the loan and the terms for returning the shares
6. Fee Structure: Outlines any lending fees, interest, or other charges payable
7. Rights and Obligations: Details the rights and obligations of both parties during the loan period
8. Distributions and Corporate Actions: Addresses how dividends, voting rights, and corporate actions are handled
9. Security Arrangements: Specifies any collateral or security required for the share loan
10. Events of Default: Defines what constitutes default and the consequences
11. Representations and Warranties: Standard warranties from both parties regarding their capacity and authority
12. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
13. Execution: Formal execution provisions and signing pages
1. Margin Maintenance: Required when the agreement includes ongoing collateral valuation and margin call provisions
2. Tax Indemnity: Include when tax implications need specific addressing, particularly for cross-border arrangements
3. Regulatory Compliance: Required when specific regulatory requirements need to be addressed explicitly
4. Market Disruption: Include when dealing with listed shares where market disruption could affect the agreement
5. Short Selling Provisions: Required when the borrowed shares may be used for short selling
6. Intermediary Provisions: Include when a broker or custodian is involved in the arrangement
7. Registration Rights: Include when dealing with restricted or unregistered securities
1. Schedule 1 - Share Details: Detailed description of the shares being loaned, including share certificates numbers if applicable
2. Schedule 2 - Fee Schedule: Detailed breakdown of all fees, charges, and calculation methodologies
3. Schedule 3 - Form of Transfer: Standard share transfer form to be used
4. Schedule 4 - Security Documents: Forms and details of any security arrangements
5. Schedule 5 - Notices and Contact Details: Contact information for all parties and authorized representatives
6. Appendix A - Compliance Documentation: Required regulatory compliance documentation and certifications
7. Appendix B - Corporate Authorizations: Copies of relevant corporate authorizations and resolutions
Financial Services
Investment Banking
Securities Trading
Asset Management
Corporate Services
Legal Services
Banking
Investment Management
Wealth Management
Private Equity
Legal
Compliance
Treasury
Trading
Risk Management
Corporate Finance
Investment Management
Regulatory Affairs
Operations
Finance
Legal Counsel
Corporate Lawyer
Investment Manager
Securities Trader
Compliance Officer
Risk Manager
Portfolio Manager
Corporate Secretary
Financial Controller
Treasury Manager
Investment Analyst
Chief Financial Officer
Head of Trading
Legal Director
Regulatory Affairs Manager
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