(3) If all of the Shares of any issue are not subscribed for within a period of 90 days after the same Shares are offered to the Shareholders pursuant to the provisions of this Section, the Corporation shall, during the following period of 90 days, offer all or any of the Shares not taken up by the Shareholders to any Person who is not a Shareholder, but the price at which the Shares may be allotted and sold will not be less than the subscription price offered to the Shareholders, pursuant to this Section. You will receive it in Word and PDF formats. Within these agreements, the corporation lays out its expectations of the shareholders' behavior and obligations and the shareholders establish the set up for the major players in the corporation - these major players include the shareholders themselves and the directors. 2.4 Filling Director Vacancies and Replacement of Nominees. Every corporation with more than 1 shareholder should have a shareholder agreement in place, like this Unanimous Shareholder Agreement for Alberta corporations. A quorum for meetings of the Shareholders will be a majority of the Shareholders, present in person or by means of conference telephone or other communications equipment as permits all Persons participating in the meeting to communicate with each other simultaneously and instantaneously (and, for greater certainty, a meeting of the Shareholders may be constituted at which some Shareholders are present in person and other Shareholders are present by means of such communication facilities). If any dispute or controversy occurs between the parties relating to the interpretation or implementation of any of the provisions of this Agreement, such dispute will be resolved by arbitration. Shareholder Agreement Template Uk. (1) If the Offer is accepted by Offerees within the Offer Period and such Offerees have indicated their willingness to purchase in the aggregate all of the Purchased Shares, then the Offeror shall sell and the Offerees shall purchase the Purchased Shares upon the terms and conditions contained in the Offer. The Offering Shareholder shall specify in the Shotgun Offer the terms of the purchase and sale including the price (the "Shotgun Price") to be paid for the Shares owned by each of the Remaining Shareholders. (1) If an Offeror is entitled to and proposes to sell its Shares in accordance with the Third Party Offer pursuant to Section 5.3 and if the sale of the Purchased Shares would result in a Change of Control of the Corporation, the Offeror shall, at least ten (10) Business Days prior to the date specified for completion of the Third Party Offer, give notice in writing (a "Disposition Notice") to the Offerees. (b) That the Remaining Shareholder elects to purchase Shares owned by the Offering Shareholder on the terms and conditions set forth in the Shotgun Offer, mutatis mutandis, in which case the Remaining Shareholder shall specify whether it (i) elects to make such purchase on the condition that it is able to acquire all of such Shares or (ii) elects to make such purchase for only its rateable portion of such Shares or the number of shares in excess of its rateable portion it is prepared to purchase. Any actions required to be taken pursuant to this clause will be undertaken at the sole cost and expense of the party undertaking such actions. Such power of attorney supersedes any other power of attorney which may have been granted by a Shareholder. If any conflict appears between the Articles, By-laws or resolutions of the Corporation and the provisions of this Agreement, the provisions of this Agreement will govern and supersede the provisions of the Articles, By-laws and resolutions. Together, the Shareholders will make up the Board. Any meeting of the Directors may be called by any Director of not less than ten (10) Business Days-written notice given to all the other Directors, which notice shall contain or be accompanied by an agenda of the business to be considered at the meeting and a reasonably detailed description of each item of business, provided that all the Directors may, by an instrument in writing delivered before or after the meeting or by participating at the meeting, waive notice of any meeting of the Directors. This Shareholder Agreement will help set up a structure for this corporation. 5.2 Acceptance of Offer. A Shareholder Agreement will protect all parties and, for that reason, it is preferable that it is put together for any corporation. Prior to the commencement of each fiscal year, the President or Chief Executive Officer of the Corporation shall prepare and present to the Directors an annual operating and capital expenditures budget for the following fiscal year, which budget will be subject to final approval by resolution of the Directors. With its professionally customizable document outline, you can also distinguish the rights of each shareholder relative to their shares in the company. 13.10 No Waiver. The shareholders’ agreement is merely a document that governs the relationship between shareholders in the light of certain events. 13.4 Legend on Certificates. Shareholder Agreements are used for large, multinational corporations (most, if not all, of these types of corporations, have Shareholder Agreements) and are also often in place for even small, closely-held corporations. Any attempted Transfer of Shares made in violation of this Agreement will be null and void. (b) is otherwise disclosed not as a result of a breach by the Shareholder of his, her or its obligations hereunder. A Shareholder will be deemed to be an Inactive Shareholder immediately following the occurrence of any of the following events (each a "Triggering Event"): (a) on the date of the death or disability of its Principal or, if such Shareholder is an individual, on the date of death or disability of such Shareholder; (b) on the date immediately preceding the date on which a Shareholder or its related Principal is declared bankrupt, makes a proposal in bankruptcy, becomes the subject of bankruptcy or other similar proceedings which are not being contested in good faith, makes an assignment for the benefit of creditors or otherwise acknowledges its insolvency; or, (c) on the date the Principal, or if such Shareholder is an individual on the date, the Principal or Shareholder has become the subject of an application or proceeding brought by a spouse under the Family Law Act (Alberta) or similar applicable legislation that determines that the spouse is entitled to Shares or shares of the Shareholder if not an individual; or, (d) On the day a Transfer of Shares is made by a Shareholder contrary to the terms of this Agreement; or, (e) On the day a Principal's employment with the Corporation is terminated by the Corporation, or, if such Shareholder is an individual, on the date the employment of such Shareholder with the Corporation is terminated by the Corporation; or. This template will alert you to typical issues that you need to think about in the context of the governance of your start-up - … Easily Editable & Printable. Each of the Shareholders acknowledges that (i) he, she or it has been advised to obtain independent legal advice with respect to this Agreement, (ii) he, she or it has obtained independent legal advice or has expressly determined not to seek such advice, and (iii) he, she or it is entering into this Agreement of his, her or its own free will with full knowledge of the contents of this Agreement and his, her or its rights and obligations under this Agreement.13.13 Counterparts. A person may own a capital company and decide to make his or her children and other family members partners. 9.3 Release of Guarantees. Unanimous Shareholder Agreement, Shareholder Contract, Shareholders Contract, Agreement between Shareholders, Agreement for a Corporation's Shareholders. A quorum for meetings of the Directors will be a majority of the Directors then in office, present in person or by means of telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously (and, for greater certainty, a meeting of the Directors may be constituted at which some Directors are present in person and other Directors are present by means of such communication facilities). A shareholder agreement can set out the specific shareholder agreement terms as to when or if dividends will be issued. The document is written according to your responses - clauses are added or removed, paragraphs are customised, words are changed, etc. The determination of the Expert shall be final and binding on the parties, absent manifest error. Each Shareholder shall be entitled to deliver such notice to the other Shareholders no more than twice with respect to each meeting of the Shareholders.2.13 Place and Frequency of Shareholders' Meetings. The Corporation will have no obligation to prepare and present a business plan to the Board for approval. (2) The closing of the transaction of purchase and sale pursuant to the Offer (a "Sale Transaction") will take place on the date which is thirty days after the expiry of the Offer Period (the "Date of Closing"). The costs and expenses of the Expert will be paid by the Corporation unless the determination of the Expert is within 10% of the estimate provided by the Board of Directors, in which case the disputing Inactive Shareholder shall pay all costs and expenses of the Expert. SHAREHOLDER AGREEMENT. A Shareholder Agreement is a contract between shareholders of a corporation. BETWEEN: and and (Hereinafter referred to as the “Corporation”) RECITALS: 1.The Corporation was incorporated under the Act by articles of incorporation dated ; 1.Each of the Shareholders is the … Create your shareholder loan contract today with our user-friendly questionnaire. You can modify it and reuse it. A unanimous shareholder agreement restricts the powers of the directors to manage, or supervise the management of, the business and affairs of the Corporation (s.146). A shareholders agreement template can save your business a lot of time, effort, and conflict.In this article, we will take a look at what exactly a shareholder agreement is, what benefits it has, and how to use a shareholders agreement template. Shareholders Resolution Template. Available in all states. (2) Each Shareholder acknowledges and agrees that the right to possess and maintain confidential all such Confidential Information constitutes a proprietary right of the Corporation which the Corporation is entitled to protect. Shareholders Agreement Template. 3. The parties shall sign such further and other documents, cause such meetings to be held, cause such resolutions to be passed and such by-laws to be enacted, exercise their vote and influence and do and perform (and cause to be done and performed) such further and other acts or things as may be necessary or desirable in order to give full effect to this Agreement and every part of it. 2.19 Books and Records. (2) Each offer will be made to the then Shareholders as nearly as may be made in proportion to the number of Shares respectively held by the Shareholders at the date of the offer. If any Shareholder (the "Offering Shareholder") desires to purchase the Shares owned by the remaining Shareholders (the "Remaining Shareholders"), the Offering Shareholder shall make an offer (the "Shotgun Offer") in writing to the Remaining Shareholders to purchase all, but not less than all, of the Shares owned by the Remaining Shareholders. each offering by the Corporation of Shares will be made in accordance with this Section, other than employee stock option plans, acquisitions using shares approved by the Board, existing convertible securities, shares issued as a dividend, shares issued in a financing and other exceptions from the requirement to make an offering to all Shareholders, as applicable. 2.1 Business of the Corporation. You fill out a form. If (i) no such quorum is present within half an hour following the time at which the meeting is scheduled to take place, the meeting will stand adjourned to the same day in the immediately following week (or, if that day is not a Business Day, the next following Business Day) at the same time and place, and (ii) no such quorum is present within half an hour following the time at which the second adjourned meeting is scheduled to take place, subject to the Act, the Shareholders present shall constitute a quorum for the transaction of the business for which the meeting was called. Each of the parties agree that they will at all times be faithful to the others and will do their best to further the interests of the Corporation and will at all times cast their votes for the election of the persons as provided in this Agreement as Directors of the Corporation, and will at no time cast their vote as a Director or Shareholder for the purpose of ousting the other parties from the office, nor shall any of the parties take any measure by way of entering into a conspiracy or agreement for the purpose of ousting the other parties from office or for doing that which may prove detrimental to the interests of any of the parties. LegalVision. Each Shareholder (each a "Covenantor") agrees with each of the other Shareholders and the Corporation (the "Covenantees") that, from the execution of this Agreement and until the expiry of two (2) years from the date the Covenantor ceases to be a Shareholder of the Corporation (the "Binding Period"), the Covenantor will not, directly or indirectly, either alone or in partnership or in conjunction with any Person or Persons as principal, agent, Shareholder or in any other manner whatsoever: (a) carry on or be engaged in or be concerned with or interested in, or advise, lend money to, guarantee the debts or obligations of, or permit his, her or its name or any part thereof to be used or employed by any Person engaged in or concerned with or interested in any business competitive with the Business or any aspect thereof as conducted at any time during the Binding Period; or. If the subscriptions in excess are more than sufficient to exhaust the unsubscribed Shares, the unsubscribed Shares will be divided pro rata among the Shareholders desiring Shares in excess of their proportion in proportion to the number of Shares held by them respectively at the time of the offer, but no Shareholder will be bound to take any Shares in excess of the amount the Shareholder so desires. Any resolution of the Directors will only be validly passed and effective if: (a) at a duly constituted meeting of the Directors, such resolution receives the affirmative vote of at least a majority of the Directors participating in the meeting (each Director having only one vote), or.
If (i) no such quorum is present within half an hour following the time at which the meeting is scheduled to take place, the meeting will stand adjourned to the same day in the immediately following week (or, if that day is not a Business Day, the next following Business Day) at the same time and place, and (ii) no such quorum is present within half an hour following the time at which the second adjourned meeting is scheduled to take place, subject to the Act, the present Directors will constitute a quorum for the transaction of the business for which the meeting was called. The arbitration will proceed in accordance with the provisions of the laws of the province of Alberta. Use the form on the left to fill in the template. This power of attorney is coupled with an interest shall not be revoked or terminated by any act or thing nor, to the extent permitted by law, by the death or disability of the Shareholder (in which case the heir, executors, administrators and estate shall be bound hereby to the maximum extent permitted by law), unless this Agreement is terminated. (f) On the day that a Principal's employment with the Corporation is terminated by a voluntary resignation of the Principal or, if such Shareholder is an individual, on the date such Shareholder's employment with the Corporation is terminated by a voluntary resignation. It may also be used in the event of an amalgamation between two companies (when two or more corporations merge and carry on as one corporation) or a continuance (when a corporation moves to another jurisdiction). Neither the Board of Directors nor the Shareholders may approve or ratify any Transfer of Shares made in contravention of this Agreement and the Corporation shall not permit any such Transfer to be recorded on the share register of the Corporation maintained for the Shares. The Shareholders' Agreement can end when all shareholders agree to end it, or on a specific date. UNANIMOUS SHAREHOLDER AGREEMENT THIS AGREEMENT,dated as of the . Each Minority Shareholder acknowledges that in the event that he, she or it fails to execute or cause to be executed all such agreements and documents as may be necessary under this Agreement, the Act, the Corporation's articles and by-laws or otherwise to enable the completion of a Sale Transaction or a sale under Article "CESSATION OF INVOLVEMENT IN THE CORPORATION" or Article "FAIR MARKET VALUE", the Secretary or such other officers may execute and deliver all such agreements and documents as may be required to be executed and delivered by he, she or it pursuant to this Agreement (and for such purposes each Minority Shareholder irrevocably constitutes and appoints the Secretary or such other officer as the true and lawful attorney for the Minority Shareholder with full power of substitutions in the name and on behalf of the Shareholder, with no restriction or limitation in that regard). A Shareholder Loan Agreement records the transfer of funds between a corporation and a shareholder for borrowing, lending, or salary purposes. The shareholders’ agreement would normally include an arbitration clause where all parties agree to be bound by the decision of the arbitrator. If all Remaining Shareholders elect to purchase all of the Shares of the Offering Shareholder, then (i) it or they will be conclusively deemed to have made an offer to purchase the Shares of the Offering Shareholder on the terms and conditions, including the Shotgun Price, set out in the Shotgun Offer, mutatis mutandis, and the Offering Shareholder will be conclusively deemed to have accepted such offers of the Remaining Shareholders, and (ii) where more than one Remaining Shareholders have made such election, each Remaining Shareholder shall purchase from the Offering Shareholder its rateable portion of such Offering Shareholder's Shares and any Offering Shareholder's Shares in excess of each Remaining Shareholder's rateable portion will be allocated pro rata based on those Remaining Shareholders willing to purchase in excess of their rateable proportion pursuant to their election provided that no Remaining Shareholder will be required to purchase any Offering Shareholder's Shares below his or her rateable portion or in excess of the number of shares specified in its election.If (i) all Remaining Shareholders accept the Shotgun Offer for all of the Offering Shareholder's Shares, (ii) there are Offering Shareholder's Shares which no Remaining Shareholder is prepared to purchase, or (iii) the Remaining Shareholders fail to advise the Offering Shareholder in writing within the period specified above their intention to purchase the Shares of the Offering Shareholder, then (i) the Remaining Shareholders will be conclusively deemed to have accepted the Shotgun Offer to sell their Shares on the terms and conditions set out in the Shotgun Offer, and (ii) the Offering Shareholder shall purchase from each Remaining Shareholder its Shares.6.3 Purchase Price. (3) Each Shareholder agrees that it will not at any time, whether then a Shareholder of the Corporation or not, directly or indirectly disclose Confidential Information to any Person not authorized by the Corporation to receive such information. The directors are individuals who help manage the broader structure of the corporation and act on behalf of the shareholders. "Expert" means an accounting or valuation firm to be agreed upon by the Shareholders. A shareholder agreement template contains important, practical, and specific rules which are directly related to the company and to its shareholders. All matters or questions requiring action or decision at a meeting of the Directors will be determined by a majority of the votes cast at such meeting except that the following actions require the prior approval of two-thirds of the votes cast at a meeting of the Directors and such other approval as is required by law: (a) any capital expenditure by the Corporation in excess of $________ (________) in any financial year; (b) any declaration or payment of dividends or any other distributions on the Shares, other than dividends on the Shares in any financial year of the Corporation in a percentage higher than ________% of the net profits after tax of the Corporation (as determined by the Corporation's auditors) during its immediately preceding financial year; (c) any creation of, amendments, alteration or variance to any profit sharing, stock option or purchase, pension, insurance or other employee benefit plan; (d) any mortgage, charge, grant of security interest in or encumbrance by the Corporation of any of the assets of the Corporation, except for purchase money security interests incurred in the ordinary course of business; (e) any sale, lease, exchange or other disposition of any assets of the Corporation having an aggregate value in excess of $________ (________) in any financial year, other than inventory disposed of in the ordinary course of business; (f) except in the ordinary course of business, any borrowing of funds or incurring of indebtedness, obligation or liability by the Corporation in excess of or which would involve the expenditure by the Corporation of any amount in excess of $________ (________); (g) any acquisition greater than substantially all the undertakings, property or assets of the Corporation; (h) any financial assistance by the Corporation, by means of loans, guarantee or otherwise, to any Shareholder, Director or employee of the Corporation or to any Person or entity related (within the meaning of the Income Tax Act (Canada)) to such Shareholder, Director or employee; (i) any issuance by the Corporation of any additional Shares or other securities; (j) the hiring, termination or amendment to the compensation package of any employee of the Corporation. (1) Each Shareholder acknowledges that in their capacity as a Shareholder or principal of a Shareholder, Director, employee or officer of the Corporation they may from time to time be entrusted with information of a privileged and confidential nature which, upon disclosure, would be highly prejudicial to the interests of the Corporation (collectively the "Confidential Information"). The Corporation shall keep a true copy of this Agreement at its registered office and on reasonable prior notice from any party shall make the same available for examination by such party during the Corporation's regular hours of business at such office. Download Shareholder Loan Agreement for Free . At or prior to the Time of Closing, the Vendor shall: (a) Assign and transfer to the Purchaser the Purchased Shares and deliver the share certificate(s) representing the Purchased Shares duly endorsed for transfer to the Purchaser or as directed by it; (b) Do all other things required in order to deliver good and marketable title to the Purchased Shares to the Purchaser free and clear of any Liens whatsoever; (c) Deliver to the Corporation and the Purchaser all necessary documents (which documents must be in form and substance reasonably and satisfactory to the solicitors for the Purchaser) required to transfer to the Purchaser the indebtedness of the Corporation and the other Shareholder to the Vendor or to otherwise comply fully with the intent of this Agreement; (d) Deliver to the Corporation signed resignations of the Vendor and its nominees, if any, as Directors, officers and employees of the Corporation, as the case may be; (e) Deliver to the Corporation releases by the Vendor and its nominees, if any, of all claims against the Corporation with respect to any matter or thing up to and including the Time of Closing in their capacities as Directors, officers, Shareholders, employees or creditors of the Corporation, as the case may be. (b) all the Shareholders entitled to vote thereon consent in writing to such resolution. Refer to your Shareholder Agreement when creating and maintaining your formal register of shareholders. At the end, you receive it in Word and PDF formats. 1. A shareholder agreement is a document involving multiple shareholders of a company, detailing the specific outcomes and actions that will be taken in the event of a shareholder leaving the company, whether voluntarily, involuntarily, or if the company ceases trading. Unless otherwise agreed in the Sale Transaction and permitted by this Agreement, the Purchase Price (less an amount withheld equal to the face amount of any indebtedness of the Vendor to the Corporation or the other Shareholders or to repay a Lien) must be paid by the Purchaser in full by cash or bank draft at the Time of Closing. In this Agreement, in the computation of periods of time from a specified date to a later specified date, unless otherwise expressly stated, the word "from" means "from and including" and the words "to" and "until" each mean "to but excluding" and all references to "day" or "days" mean calendar days unless designated as "Business Days". Other names for the document:
Shareholder Agreements and the Oppression Remedy ... Ltd. v. Canada  1 S.C.R. This Agreement shall not be amended, altered or qualified except by an instrument in writing signed by all of the parties. (3) The Transferor will, at all times after the transfer of Shares to a Permitted Transferee, (i) be jointly and severally liable with the Permitted Transferee for the observance and performance of the covenants and obligations of the Permitted Transferee under this Agreement, (ii) indemnify the other Parties against any loss, damage or expense incurred as a result of the failure by the Permitted Transferee to comply with the provisions of this Agreement, and (iii) ensure that the Permitted Transferee remains qualified as a Permitted Transferee for so long as it owns any Shares. Any resolution of the Shareholders of the Corporation will only be validly passed and effective if: (a) such resolution is voted on at a duly constituted meeting of the Shareholders entitled to vote thereon and the votes in favour of such resolution constitute not less than ________% of the total number of votes attached to all then issued Shares for the time being enjoying voting rights at such meeting, or. No action may be taken in regard to any of the following matters except with the prior express approval of a resolution of the Shareholders approved by the holders of not less than ________% of the then issued and outstanding Shares expressed by a resolution passed at a meeting of the Shareholders or signed in writing by all the Shareholders and any other consent or consents required by law by the holders of a class of shares voting separately and as a class: (a) the acquisition or commencement of any business other than the Business or any material change in the Business; (b) any amendment or other variation to the Articles, including any proposal to increase the authorized share capital of the Corporation or any proposal to create, reclassify, redesignate, subdivide, consolidate or otherwise change any Shares (whether issued or unissued), provided that the Board determines (without inquiring into or giving effect to the personal circumstances of any individual Shareholder) that the interests of no one Shareholder shall be disproportionately adversely affected vis-à-vis the interests of any other Shareholder by such reorganization, arrangement, amalgamation or merger; (c) any dissolution, liquidation or winding-up of the Corporation or other distribution of the assets of the Corporation for the purpose of winding-up its affairs, whether voluntary or involuntary, except where such dissolution, liquidation or winding-up or other distribution is done voluntarily by the Corporation in order to reorganize its corporate structure provided that the Board determines (without inquiring into or giving effect to the personal circumstances of any individual Shareholder) that the interests of no one Shareholder shall be disproportionately adversely affected vis-à-vis the interests of any other Shareholder by such reorganization; (d) any transaction between the Corporation and any Person not dealing at arm's length with the Corporation or any of the Shareholders or any transactions by the Corporation for the benefit of any of the Shareholders or any Person not dealing at arm's length with the Corporation or any of the Shareholders, including any guarantee by the Corporation of any obligations of any such Person; provided, however, that the Corporation may enter into employment agreements with its employees in the ordinary course of business; (e) the issuance of any shares in the capital of the Corporation or any securities, warrants, options or rights convertible into, exchangeable for, or carrying the right to subscribe for, shares in the capital of the Corporation; (f) the conversion, exchange, reclassification, redesignation, subdivision, consolidation or other change of or to any shares in the capital of the Corporation; (g) any change in the auditors of the Corporation; (h) any declaration or payment of dividends by the Corporation or other payment or distribution by the Corporation to any of the Shareholders or any Person not dealing at arm's length with them; (i) the approval of, or the approval of any material alteration in, the annual operating budget of the Corporation. 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And conditions of this Agreement, which cover all the shareholders ' parties to the company and the relationship the... Grayed-Out words become clear when the document is downloaded agreed upon by the for!