The Equity Pledge Agreement serves as a crucial security instrument in various financing transactions under U.S. law. It is commonly used when a party needs to secure obligations by pledging ownership interests in a company. The agreement details the terms of the pledge, including the scope of pledged securities, representations and warranties, maintenance obligations, voting rights, and enforcement mechanisms. It must comply with UCC requirements for perfection of security interests and relevant securities regulations. This document is particularly important in secured lending, acquisition financing, and corporate restructuring scenarios.
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1. Parties: Identification of pledgor and pledgee
2. Background: Context of the pledge arrangement and underlying obligations
3. Definitions: Key terms used throughout the agreement including defined terms from UCC Articles 8 and 9
4. Pledge and Security Interest: Core provision establishing the pledge of equity interests and grant of security interest
5. Representations and Warranties: Pledgor's statements regarding ownership, authority, and compliance with securities laws
6. Covenants: Ongoing obligations of the pledgor including maintenance of collateral and compliance requirements
7. Events of Default: Circumstances constituting default under the agreement
8. Remedies: Pledgee's rights upon default including UCC remedies and foreclosure rights
9. Governing Law: Applicable law and jurisdiction for the agreement
1. Voting Rights: Optional provisions regarding rights to vote pledged shares during the pledge period
2. Dividend Rights: Optional provisions regarding treatment of dividends on pledged shares
3. Additional Collateral: Optional provisions for supplemental security and top-up requirements
4. Registration Rights: Optional provisions regarding registration of pledged securities for public companies
1. Schedule of Pledged Securities: Detailed list of pledged equity interests including number of shares/units and issuer information
2. Form of Stock Power: Template document for transfer of stock ownership upon default
3. UCC Financing Statement: Form for perfecting security interest in the pledged collateral
4. Corporate Resolutions: Authorization documents from relevant entities approving the pledge
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