If, notwithstanding such best efforts, the delivery up or cancellation of any such guarantees, security or covenant is not obtained, the Corporation shall deliver to the Vendor, the Principal and such other Person an indemnity in writing, in form reasonably satisfactory to counsel for the Vendor, indemnifying them against any and all claims, losses, costs or damages which may be or which shall have been paid, suffered or incurred by them with respect to the guarantee, security or covenant. 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. In addition to the terms otherwise defined in this Agreement, the following terms will have the meanings set out below: "Act" means the Canada Business Corporations Act or the Business Corporations Act (Ontario), and any successor legislation thereto; "Affiliate" will have the meaning ascribed to it in the Act; "Agreement" means this Shareholder agreement and all schedules attached to this agreement, all as may be supplemented or amended from time to time; "Articles" means the articles of incorporation dated ________, as amended from time to time; "Board" means the board of directors of the Corporation; "Business Day" means any day other than a Saturday, Sunday or statutory holiday in the the Province of Alberta; "By-law" means each by-law of the Corporation, including without limitation, general By-law No. 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). 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. ARTICLE 7CESSATION OF INVOLVEMENT IN THE CORPORATION. 9.3 Release of Guarantees. If at any meeting of the Directors the total number of votes (determined without regard to the exercise of any second or casting vote contemplated in this Section) in favour of a particular resolution is equal to the total number of votes against such resolution, then the chairperson of the meeting (if a Director) will have, in addition to any other vote to which the chairperson is entitled, a second or casting vote. Meetings of Directors will be held at least annually at any place within or outside of the province of Alberta,. 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. 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. Shareholders Resolution Template. 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. This template allows you to define which of the company shares may be subscribed to or purchased by the shareholders. 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. The blurry words become clear when the document is downloaded. This agreement (the "Agreement") is dated ____________________________ and is between: ________, a corporation incorporated under the laws of the province of Alberta. 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). The Corporation shall deliver a notice to each Shareholder other than the Inactive Shareholder (the "Other Shareholders") immediately following the receipt of notice of, or otherwise becoming aware of, a Triggering Event. 2.5 Election of Directors. For greater certainty, the Parties acknowledge and agree that where a Sale Transaction involves more than one Purchaser, the Purchasers in such Sale Transaction are not jointly liable for the payment of the Purchase Price for the Purchased Shares and any indebtedness purchased, but are only liable for their proportionate share. You will be able to modify it. (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. 5.4 Piggy-Back Rights. Shareholders Agreement Template. If any vacancy occurs in the Board, such vacancy will be filled by a person nominated by the Shareholder(s) who originally nominated vacating Director. The shareholders’ agreement would normally include an arbitration clause where all parties agree to be bound by the decision of the arbitrator. 13.11 Severability. At the end of the template, there is a block for the signatures of two parties. "Fair Market Value" means, for the purposes of valuation by the Expert hereunder, the highest cash price in terms of money which would be obtained as at the date specified in the applicable section hereof if all the Shareholders of the Corporation sold all of their respective Shares in an open and unrestricted market (recognizing that the Shares are securities of a corporation which cannot offer its securities to the public) without compulsion to a willing and knowledgeable purchaser acting at arm's length (as defined in the Income Tax Act (Canada)) and where in determining such Fair Market Value: (1) the value of each common share is based on the value of all common shares; (2) no diminution or accretion in value is attributed to any majority or minority interest; (3) the value of any insurance on the life of any Shareholder or employee and the proceeds of such insurance shall be excluded; and (4) the value of all intangible and unrecorded assets is included. 2.9 Decisions of Directors. 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. 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". THIS AGREEMENT is made and entered into this _____ day of _____, by and between [Name of Corporation], a [State] Corporation, whose principal offices are located at [Address], and the individuals and entities whose names and addresses are listed on Exhibit A attached hereto and made a part hereof, all of whom are shareholders of the Corporation. 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. 2.22 Deposit of Shares and Power of Attorney. 9.4 Repayment of Debts. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. 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. 2.18 Budgets. 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) 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. 7.1 Inactive Shareholders. If all the Directors present at or participating in a meeting consent, a meeting of Directors 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 Director participating in such a meeting by such means is deemed for the purposes of the Agreement to be present at that meeting. After filling out the document, the shareholders' parties to the Agreement should sign the document and keep a copy of the Agreement. Further, so that all shareholders are treated evenly, regardless of the shareholder class shares they hold, the dividend policy can maintain fairness among all shareholders Use the form on the left to fill in the template. It specifies shareholder rights and responsibilities, and includes terms on internal management, share valuation, profit distribution, dispute resolution methods, and more within a corporation. 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). 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. Following a Triggering Event pursuant to Section 7.1 an Inactive Shareholder will only be entitled to transfer its Shares in accordance with this Article and the provisions of any other buy-sell provisions of this Agreement will be suspended and inoperative with respect to such Inactive Shareholder. A Shareholder Agreement, Shareholder Agreement, also known as a stockholder agreement or SPA, is a contract between the stock owners of a corporation that addresses rights and responsibilities, ownership and valuation, finances, assets, capital, dividend payouts, and more. 3.1 Addition Capital. 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. (1) No Shareholder may Transfer any of the Shares owned by it except to persons and in the manner expressly permitted in the Articles and this Agreement. Unanimous Shareholder Agreement, Shareholder Contract, Shareholders Contract, Agreement between Shareholders, Agreement for a Corporation's Shareholders. Shareholder Agreement Template Uk. However, this agreement will not settle the distribution of an estate or the way in which a shareholder’s wealth is managed should … Print or download your customized form for free. This Shareholder Agreement outlines the basic responsibilities of the corporation towards the shareholders: things such as when the corporation should submit a budget, when its directors should meet and how should decisions may be taken by the directors. 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). (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 transferee of the securities evidenced by this certificate is deemed, and required, to be a party to that agreement.". 3. ARTICLE 3CORPORATE FINANCE AND CAPITAL REQUIREMENTS. The decision arrived at by the arbitrator will be final and binding and no appeal will lie therefrom. The Shareholders agree to vote at all meetings of the Shareholders and to act in all other respects in connection with the corporate proceedings of the Corporation so as to ensure that the nominees of the parties provided for in this Agreement are elected and appointed and retained in office from time to time as members of the Board. 795, the Supreme Court of Canada held that de jure control of a corporation is determined by a review of the constating documents, including any USA but without reference to any other outside agreements. (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. 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. Each Shareholder will be a Director of the Corporation, subject to the terms and conditions of this Agreement. 13.3 Implementation of Agreement. 2.15 Decisions at Shareholders' Meetings. (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 ________. rights to appoint directors, matters requiring the approval of all appointed directors, the provision of financial information, and confidentiality provisions, etc.) The Shareholders Agreement - A Sample Agreement Contact: Mike Volker, Tel:(604)644-1926, Email: [email protected] (Note - this is just a sample agreement to give the reader some basic ideas. (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. (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. 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. (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. 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. Detailing the Rights of the Sharedholders. 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. Any capital expenditure in excess of $________ (________), individually or in aggregate, which (i) does not appear on a budget approved by the Directors, or (ii) exceeds by more than ________% of the amount of such capital expenditure appearing on a budget approved by the Directors, will require approval of the Directors.