The Corporation shall supply on a timely basis all necessary financial and other information to the Shareholders as of the end of their respective fiscal and/or tax accounting years in order to permit each Shareholder to comply on a timely basis with its respective reporting, tax and other requirements imposed by law or otherwise. 2.22 Deposit of Shares and Power of Attorney. 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. The law applicable to a corporation depends on where it has been incorporated. If the Parties sign this Agreement in several counterparts, each will be deemed an original but all counterparts together will constitute one instrument. This Agreement shall terminate on the earlier of: (a) the date on which a Person becomes the registered and beneficial owner of all the Shares; (b) the date this Agreement is terminated by a written agreement of all of the Shareholders; (c) the date upon which there is an initial public offering of Shares; or. This Shareholder Agreement may be used when a corporation is incorporated and before it starts to take on normal daily business activities - or, conversely, if this corporation has never had a Shareholder Agreement in place and needs to better establish the structure of the management of the corporation. (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. Közzétéve 2020. december 9. szerda | Szerző: Jancsika. 7.1 Inactive Shareholders. 2.20 Information to be Provided to Shareholders. 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. What is a shareholder agreement? Shareholder Agreements and the Oppression Remedy ... Ltd. v. Canada  1 S.C.R. Corporate Resolution Template Pdf. UNANIMOUS SHAREHOLDER AGREEMENT THIS AGREEMENT,dated as of the . No such Transfer will be or become effective until the Permitted Transferee executes and delivers to the Corporation a counterpart copy of this Agreement or a written agreement in form and substance satisfactory to the other Parties agreeing to be bound by the terms and conditions of this Agreement. (2) If the Shareholders give a Compulsory Sale Notice to the Other Shareholders, then each of them shall be obligated to sell all of the Shares held by it, upon the terms specified in the Take-Over Bid to the Bidder, conditional upon the completion of the transaction of purchase and sale contemplated in the Take-Over Bid. 2.8 Quorum for Directors' Meetings. 7.2 Irrevocable Option to Purchase Shares of Inactive Shareholder. 6.2 Acceptance or Counteroffer by Remaining Shareholders. (2) Each Offeree will have the right, exercisable within Five Business Days of receipt of a Disposition Notice, upon notice in writing to the Offeror and the Buyer (the "Piggy-back Notice"), to require the Buyer to purchase all but not less than all of the Shares held by such Offeree, at the time of completion of, and upon the same terms and conditions as those contained in, the Third Party Offer. 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. The Directors shall from time to time appoint auditors for the Corporation (the "Auditors"). If all the Shareholders of the Corporation present at or participating in a meeting consent, a meeting of Shareholders may be held by means of such telephone, electronic or other communication facilities as permit all Persons participating in the meeting to communicate with each other simultaneously and instantaneously, and a Shareholder participating in such a meeting by such means is deemed for the purposes of the Agreement to be present at that meeting. 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. This power of attorney supersedes any prior delegation of authority that conflicts with it. All amounts referred to in this Agreement are intended to be in lawful money of Canada unless otherwise specified in this Agreement.1.3 Computation of Time Periods. (d) the date upon which the Corporation is wound-up, liquidated or dissolved, whether voluntarily or involuntarily. (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. In a Shareholder Agreement, the corporation and the shareholders agree to the bounds of the relationship between them. (1) Except as the Shareholders otherwise unanimously agree. No such Transfer shall release or discharge the Transferor from any of its liabilities or obligations under this Agreement until it becomes effective and then only to the extent provided in this Agreement. Any Shareholder may, at any time during usual business hours and without causing unreasonable disruption of the operations of the Corporation, cause such Shareholder's employees, agents, professional advisors or other authorized representatives to review any of the books and records of the Corporation. You can then open the Word document to modify it and reuse it however you wish. Except as provided in this Agreement, or as agreed by a particular Shareholder, none of the Shareholders will be obligated to acquire additional Shares or to make loans to the Corporation, or guarantee its indebtedness or provide any other financial assistance. It also outlines the basic responsibilities of the shareholders toward the corporation: things such as how the shareholders should handle business opportunities that come their way, restrictions on selling shares, and what will happen if the corporation needs more money. 552 555525285258 58222882522 2552 82 5 5882522 8228222 252 555525285258 558828 252 22 2588 825222222 25 252 8582282 252225 22 2588 825222222, 2522 82585 8522 252 82552 22 822252522 252 825222222 58 2288288: 5) 8825 5282282 22 522 252888822 2552 82 52858 5222225825882, 82 225822822 2552 252888822 22 252 2828252 252222 228288552 22 2522 82 22225825882, 25 82 2552 225828852822 88 222 225282225 82 858, 82 588522555822 2552 252888822; 8) 82 52 5222225825882 252888822 88 22582825 25 58852255525 82 5882555282 8825 252 2528222 8282822, 82 5285822 2552 252 5282 22 252 825222222 8888 522582 82 222282 58 8582222; 8) 82 5285822 2552 522 5222225825882 252888822 8888 522582 58 8582222 82 522 8858528252828 22525 2552 25282 82 85885 252 252888822 88 5285 22 82 5222225825882; 5) 82 225822822 25 588522555822 252 5222225825882 252888822 82585 528582 82 5 2588552 22 52 288222858 2552282 22 2588 825222222, 82 5285822 252 222852 825222222 5222225825882. All capitalized terms, unless otherwise defined, will have the meanings given to them in the next section.2. 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. Upon the execution of this Agreement and throughout the term of this Agreement, each Shareholder shall deposit any original share certificates representing its issued Shares with the Secretary or any other officer of the Corporation, duly executed for transfer in blank on the reverse of such share certificates. (b) is otherwise disclosed not as a result of a breach by the Shareholder of his, her or its obligations hereunder. The shareholders are the individual entities who own "shares" in a 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. A shareholder may transfer its shares to an affiliate provided that the affiliate agrees to be bound by the terms of the Agreement. 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. 2.14 Quorum for Shareholders' Meetings. The arbitrator will have the power to proceed with the arbitration and to deliver his or her award notwithstanding the default by any party in respect of any procedural order made by the arbitrator. If the Purchase Price has been so paid, then from and after the date of deposit, the Sales Transaction shall be deemed to have been fully completed and all right, title, benefit and interest, both at law and in equity and to the Purchased Shares shall conclusively be deemed to have been transferred to and become vested in the Purchaser and all right, title, benefit and interest, both at law and in equity, in and to the Purchased Shares of the Vendor or of any transferee or assignee of the Vendor shall cease and determine. (3) Each Shareholder acknowledges that in the event that it receives a Compulsory Sale Notice and it fails to execute or cause to be executed all such agreements and documents as may be necessary under the Act, the Articles, or otherwise to enable the Shares held by it to be sold to the Bidder as provided in this Section, the Bid Recipient and the Other Shareholders who have sent the Compulsory Sale Notice may, and each Shareholder irrevocably constitutes and appoints any other Shareholder who complies with this Section 5.5 as the true and lawful attorney for such Shareholder with full power of substitutions in the name of and on behalf of such Shareholder in accordance with the Powers of Attorney Act (Alberta), with no restriction or limitation in that regard and declaring that such power of attorney may be exercised during any subsequent legal incapacity on its part, execute and deliver all such agreements and documents as may be necessary to permit the sale of such Shares to the Bidder to be completed as provided in this Agreement and reflected on the books of the Corporation. How to Choose the Best Legal Structure for your Business. 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. For litigation arising from this Agreement, the parties submit to the exclusive jurisdiction of the courts of the province of Alberta, and to any other court having jurisdiction over the party solely to enforce a judgment of a court of the province of Alberta. Such arbitration will be conducted by a single arbitrator. 2.10 Casting Vote. 2.7 Place and Frequency of Directors' Meetings. Shares are representative of ownership, so the shareholders are the actual owners of the corporation. (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. In such case, the Offerees shall purchase the Purchased Shares from the Offeror rateably and any Purchased Shares in excess of an Offeree's rateable portion shall be allocated pro rata based on those Offerees willing to purchase in excess of their rateable proportion pursuant to their acceptance of the Offer provided that no Offeree will be required to purchase Purchased Shares below his or her rateable portion or in excess of the number of Purchased Shares specified in its acceptance of the Offer. Directors help ensure a corporation is sticking to its stated mission and are also often the people that select the officers. Such appointment is coupled with an interest and this power of attorney shall not be revoked or terminated by any act or thing unless this Agreement is terminated or unless such Shareholder ceases to be bound by the provisions of this Agreement. (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. Having an effective shareholders’ agreement in place is vital for companies. You will receive it in Word and PDF formats. "Expert" means an accounting or valuation firm to be agreed upon by the Shareholders. The grayed-out words become clear when the document is downloaded. Meetings of Shareholders may be held at any place within or outside of Ontario. The directors are individuals who help manage the broader structure of the corporation and act on behalf of the shareholders. 552 555525285258 58222882522 2552 82 5 5882522 8228222 252 555525285258 558828 252 22 2588 825222222 25 252 8582282 252225 22 2588 825222222, 2522 82585 8522 252 82552 22 822252522 252 825222222 58 2288288: 5) 8825 5282282 22 522 252888822 2552 82 52858 5222225825882, 82 225822822 2552 252888822 22 252 2828252 252222 228288552 22 2522 82 22225825882, 25 82 2552 225828852822 88 222 225282225 82 858, 82 588522555822 2552 252888822;8) 82 52 5222225825882 252888822 88 22582825 25 58852255525 82 5882555282 8825 252 2528222 8282822, 82 5285822 2552 252 5282 22 252 825222222 8888 522582 82 222282 58 8582222;8) 82 5285822 2552 522 5222225825882 252888822 8888 522582 58 8582222 82 522 8858528252828 22525 2552 25282 82 85885 252 252888822 88 5285 22 82 5222225825882; 5) 82 225822822 25 588522555822 252 5222225825882 252888822 82585 528582 82 5 2588552 22 52 288222858 2552282 22 2588 825222222, 82 5285822 252 222852 825222222 5222225825882. This Agreement addresses not only issues that will come up in case something goes wrong, but good Shareholder Agreements cover the day-to-day activities of the corporation. Quickly Customize. SHAREHOLDER AGREEMENT. This includes a free shareholders agreement template. A shareholder agreement template contains important, practical, and specific rules which are directly related to the company and to its shareholders. (4) Each Shareholder shall return all property, written information and documents of the Corporation and all Confidential Information and all copies of the same, whether in written, electronic or other form to the Corporation or certify as to such information's destruction forthwith upon his or her cessation as a Shareholder. SHAREHOLDERS AGREEMENT (Alberta)This agreement (the "Agreement") is dated _____ and is between: _____, having an address at: ("Shareholder 1") and _____, having an address at: ("Shareholder 2") and _____, a corporation incorporated under the laws of the province of Alberta (the "Corporation")1. 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. Lodger Agreement Template Use this lodger agreement template to create a legal ground for your next tenant or roommate. (b) all the Shareholders entitled to vote thereon consent in writing to such resolution. 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. (1) No Shareholder may Transfer any Shares to any Person other than to a Permitted Transferee and in compliance with this Article. (d) A corporation, partnership, limited partnership or other person, a majority of the voting securities or other ownership interests of which are owned by any person or persons specified in any one or more subsections of this definition. A Shareholder Agreement is a contract between shareholders of a corporation. The Corporation was incorporated under the Act by articles of incorporation dated ________. 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. Shareholder Agreements are very vital documents in the business structure of a corporation. 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 Shareholders Agreement - A Sample Agreement (Note - this is just a sample agreement set in the legal context of the United States to serve as food for thought. Depending on your jurisdiction, it may be used to transfer the power to manage a corporation from the directors to the shareholders. (a) unless the context otherwise requires, the singular includes the plural and vice versa, and in particular, the definitions of words and expressions set forth in Section 1.1 will be applied to such words and expressions when used in either the singular or the plural form; (b) unless the context otherwise requires, words importing a particular gender will include the other gender; (c) unless otherwise indicated, references to Articles, Sections, Subsections or Schedules should be construed as references to the applicable articles, sections, subsections or schedules of this Agreement; (d) the division of this Agreement into Sections, the insertion of headings and the provision of a table of contents are for convenience of reference only and are not to affect the construction or interpretation of this Agreement; (e) any reference to a statutory provision shall include that provision as from time to time modified or re-enacted providing that in the case of modifications or reenactments made after the date of this Agreement the same shall not have effective substantive change to that provision; (f) references to, or to any particular provision of, a document will be construed as references to that document as amended to the extent permitted by this Agreement and in force at any time. Any Shareholder is entitled to authorize any other Shareholder to act as a proxy at any meeting, so long as specific written instructions are provided by the authorizing Shareholder. 4 General Commitments 13.12 Independent Legal Advice. (1) If, at the Time of Closing, the Vendor fails to complete the Sale Transaction, the Purchaser shall have the right, if not in default under this Agreement, without prejudice to any other rights which it may have, make payment of the Purchase Price payable to the Vendor at the Time of Closing by depositing such amount to the credit of the Vendor in the main branch of the Corporation's bankers in ________. 7.3 Compulsory Purchase by Corporation. The Shareholder Loan Agreement is in a simple form. No failure or delay on the part of a party in exercising any right, power or remedy will operate as a waiver thereof, nor will any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The parties therefore agree as follows: 1.1 Defined Terms. 11.1 Restriction on Competition. Such deposit shall constitute valid and effective payment of such amount to the Vendor irrespective of any action the Vendor may have taken to transfer or grant of Lien on the Purchased Shares. (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 document additionally includes provision for valuation of the shares of a departing shareholder by reference to a valuation based on your instructions to an accountant. 9.8 No Joint Liability. Under the Canada Business Corporations Act (CBCA), a unanimous shareholder agreement (USA) is an agreement among all of the corporation’s shareholders. This Agreement constitutes the entire understanding between the Parties with respect to the subject matter of this Agreement and supersedes all other agreements, whether written or oral, between the Shareholders.13.9 Amendment. Delivery by facsimile or by electronic transmission in portable document format (PDF) of an executed counterpart of this Agreement is as effective as delivery of an originally executed counterpart of this Agreement. Unless otherwise agreed, the Corporation shall cause the Auditors to prepare and deliver to each of the Shareholders, as soon as possible after each fiscal year end, audited financial statements for the applicable fiscal year, including a balance sheet, a statement of earnings and retained earnings and a statement of source and application of funds, together with an audit report. It sets out a pre-determined framework which addresses certain situations where conflict may otherwise arise. Rating: Generally, you don’t need to register your Shareholder Agreement, however, this document may be useful when you create a register of shareholders. 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. 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