Notwithstanding the foregoing, the provisions of Sections "Confidentiality" and "Non-Competition" and any other obligations under this Agreement which by their terms survive the termination of this Agreement, shall survive the termination of this Agreement.13.2 Further Assurances. 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. The Corporation or any Shareholder may call a meeting of the Shareholders, and the Corporation will notify each Shareholder, in writing, of the intended date of any meeting of the Shareholders at least ten (10) Business Days prior to the date of such intended meeting. (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"). Detailing the Rights of the Sharedholders. Download this agreement template now on your PC or mobile device. The Parties acknowledge that the completion of any Sale Transaction shall be subject, in any event, to the receipt of all necessary governmental and regulatory consents and approvals to the transfer of Shares contemplated thereby. (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. ARTICLE 2BUSINESS, ORGANIZATION, MANAGEMENT, GOVERNANCE, AND AFFAIRS OF THE CORPORATION. The Shareholders' Agreement can end when all shareholders agree to end it, or on a specific date. The option to end it upon the agreement of all shareholders should only be used where there are a relatively small number of shareholders, the Corporation is not thinking of taking on new shareholders, and the shareholders have a good working relationship. 6.2 Acceptance or Counteroffer by Remaining 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. If, at the Time of Closing, the Vendor, a Principal of the Vendor or any other Person for and on behalf of the Vendor, shall have any guarantees, securities or covenants lodged with any Person to secure any indebtedness, liability or obligation of the Corporation or the remaining Shareholders, then the Corporation shall use its best efforts to deliver up or cause to be delivered up to the Vendor or cancel or cause to be cancelled all of such guarantees, securities and covenants 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". There are eight terms in this agreement, which cover all the core content of a general loan agreement. Shareholder Agreements and the Oppression Remedy ... Ltd. v. Canada  1 S.C.R. If a corporation is incorporated under federal law, the applicable statute is the Canada Business Corporations Act. (2) "Permitted Transferee" means, in relation to any Person, any one or more of: (c) A trust, the sole beneficiaries of which are any person or persons specified in any one or more subsections of this definition; and. Easily Editable & Printable. 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. For the foregoing purposes, the Auditors will have access to all books of accounts, records and all vouchers, cheques, papers and documents of or which may relate to the Corporation. This Agreement shall not be amended, altered or qualified except by an instrument in writing signed by all of the parties. It is the intention of the parties that further funds required by the Corporation from time to time will be obtained, to the extent possible, by borrowing from a Canadian chartered bank or other lender acceptable to the Board of Directors and Shareholders. 2.16 Powers and Duties of Shareholders. 2.14 Quorum for Shareholders' Meetings. Available in all states. The Corporation shall maintain proper, complete and accurate books and accounts in accordance with generally accepted accounting principles consistently applied and in effect from time to time. (2) From and after the date of an attempted Transfer, unless otherwise expressly provided in this Agreement and subject to applicable law, all rights of the Shareholder purporting to make the Transfer will be suspended and inoperative and no Person will be entitled to vote such Shares or receive dividends or other distributions until the Transfer is rescinded by the transferor and transferee.4.2 Permitted Transferees(1) Subject to the provisions of this Section 4.2, each Shareholder (a "Transferor") will be entitled, upon prior written notice to the Corporation and the other Shareholders, to Transfer the whole or any part of its Shares to any Permitted Transferee of the Transferor. It sets out a pre-determined framework which addresses certain situations where conflict may otherwise arise. Shares are representative of ownership, so the shareholders are the actual owners of the corporation. 13.6 Notices. (4) The Shareholders who have accepted or been deemed to have accepted an offer under this Section 5.4 will be the "Vendor" and the parties who have elected or are required to purchase Shares under this Section 5.4 will be the "Purchaser". 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. 9.4 Repayment of Debts. 9.1 Application of Sale Provisions. The Corporation will carry on the business of: 2.2 Action in accordance with this Agreement. The Corporation shall maintain books of account at its registered office which shall contain accurate and complete records of all transactions, receipts, expenses, assets and liabilities of the Corporation. 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. 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. SHAREHOLDER AGREEMENT. Each of the Shareholders is the registered and beneficial owner of the number and class of shares in the capital of the Corporation set out opposite such Shareholder's name below: and the said shares in the aggregate represent all of the issued and outstanding shares in the capital of the Corporation as of the date of this agreement. For the purpose of this Article 9, the terms "Vendor", "Purchaser", "Date of Closing", "Time of Closing", "Purchase Price" and "Purchased Shares" with respect to any Sale Transaction shall have the meanings specified in Articles 5, 6, 7 and 8, as the case may be. (4) Every issue of Shares will be subject to the condition that the subscriber therefore shall, if not a party, agree to be bound by the terms of this Agreement and become a party in accordance with this Agreement. 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). 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. 2.5 Election of Directors. How to Choose the Best Legal Structure for your Business. Each Shareholder shall vote his, her or its shares to give effect to this Agreement, whether at a meeting of Shareholders or by a written resolution of the Shareholders.2.3 Number and Nomination of Directors. The purchase price (the "Purchase Price") for the Purchased Shares of the Inactive Shareholder (the "Vendor") shall be the product obtained by multiplying the number of Purchased Shares and the Fair Market Value per Share determined in accordance with the provisions of 8.7.5 Suspension of Certain Provisions. Having an effective shareholders’ agreement in place is vital for companies. 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. (3) If any Offeree gives a Piggy-back Notice to the Offeror and the Buyer within such period, then the Offeror will be entitled to sell the Purchased Shares to the Buyer pursuant to the Third Party Offer only if such Buyer also offers to purchase from the Offeree all of the Shares held by the Offeree, conditional upon the completion of the transaction of purchase and sale contemplated in the Third Party Offer. The Shareholders Agreement - A Sample Agreement Contact: Mike Volker, Tel:(604)644-1926, Email: firstname.lastname@example.org (Note - this is just a sample agreement to give the reader some basic ideas. After filling out the document, the shareholders' parties to the Agreement should sign the document and keep a copy of the Agreement. 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. Each Shareholder or Principal, or its executor, administrator, or other legal or personal representative, as the case may be, (each being a "Representative"), shall give notice in writing to the Corporation promptly following the occurrence of a Triggering Event. 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. If a notice, request, demand or other communication is delivered by registered mail, and regular mail service will be interrupted by strikes or other irregularities on or before the fifth Business Day after the mailing thereof, such notice, request, demand or other communication will be deemed to have been received only upon personal delivery thereof. 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