11.1 Restriction on Competition. (2) If any Shareholder (the "Offeror") receives a bona fide written offer (a "Third Party Offer") from any Person dealing at arm's length (as defined in the Income Tax Act (Canada)) with the Parties (the "Buyer") to purchase all but not less than all of the Shares owned by the Offeror (the "Purchased Shares"), which Third Party Offer is acceptable to the Offeror, the Offeror shall, by notice in writing to the other Shareholders (the "Offerees"), make an offer (the "Offer") to sell the Purchased Shares to the Offerees at the same price and upon the same terms and conditions as are contained in the Third Party Offer. 52 52 252 5822 22 8828822 (8) 252 255855825 555528 552 222 2522 525 88255 22 588 28228 25 552 8582282 22 522 88255285822 255 52525 5228885882 258, 252 255855825 252, 8825252 252255882 22 522 22525 582528 85885 82 252 5582, 2522 252 2522222 228288552 22 52252 8585 28228 525/25 2522 252 2522222 22 255 52858525, 58 252 8582 252 82; 525 82 2585 8585 8582 252 25585582 25882 2525882 82 252 255855825 225 252 255855825 555528 85588 82 852882825, 82 85282 25 82 2552, 58 252 8582 252 82, 82 8585 25222228 525 252 522522 82 2585 8888 82 52558225 2522 252 25585582 25882 2525882 52 252 5822 22 8828822). 2.1 Business of the Corporation. 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. (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. (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. 6.2 Acceptance or Counteroffer by Remaining Shareholders. Such arbitration will be conducted by a single arbitrator. A Shareholder Loan Agreement records the transfer of funds between a corporation and a shareholder for borrowing, lending, or salary purposes. You will be able to modify it. 13.12 Independent Legal Advice. 7.1 Inactive Shareholders. The Corporation will carry on the business of: 2.2 Action in accordance with this Agreement. Quickly Customize. (3) Each Offeree will have a period of ten Business Days from the date the Offer is received (the "Offer Period") to accept the Offer in writing, and each Offeror who accepts such Offer shall specify whether the Offeree (i) wishes to accept the Offer on the condition that it is able to purchase all of the Purchased Shares, or (ii) wishes to accept the Offer on the condition that it is able to purchase its rateable portion of the Purchased Shares or the number of Purchased Shares in excess of its rateable portion it is willing to purchase. A shareholder may transfer its shares to an affiliate provided that the affiliate agrees to be bound by the terms of the Agreement. It sets out a pre-determined framework which addresses certain situations where conflict may otherwise arise. Depending on your jurisdiction, it may be used to transfer the power to manage a corporation from the directors to the shareholders. 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. The document is created before your eyes as you respond to the questions. They give these family members shares of the company that have value. (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. 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. No waiver by a party of a default will operate against such party as a waiver of such default unless made in writing and signed. (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. It specifies shareholder rights and responsibilities, and includes terms on internal management, share valuation, profit distribution, dispute resolution methods, and more within a corporation. for [COMPANY NAME] This agreement is made as of _____ BETWEEN [SHAREHOLDER’S NAME] of [TOWN/CITY] – [POSTCODE] and[SHAREHOLDER’S NAME] of [TOWN/CITY] – [POSTCODE] WHEREAS the Company is a company incorporated in England & Wales under Company Number [COMPANY NUMBER]. You can then open the Word document to modify it and reuse it however you wish. 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). 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. 8.2 Determination of Fair Market Value. Free Shareholder Agreement Template Canada. 13.6 Notices. 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. 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. The Corporation was incorporated under the Act by articles of incorporation dated ________. ARTICLE 4SHARE OWNERSHIP AND RESTRICTIONS ON TRANSFER. (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"). 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. 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. Available in all states. 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. Any transferee of the securities evidenced by this certificate is deemed, and required, to be a party to that agreement.". 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. Any variance in budgeted items of greater than ________% per item shall be set out in a statement to be delivered to the Directors and each Shareholder concurrently with the delivery of monthly financial statements to the Directors and each Shareholder as set out in this Agreement. 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. 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. Within fifteen Business Days after the receipt by the Remaining Shareholders of the Shotgun Offer pursuant to the previous Section, each Remaining Shareholder shall advise the Offering Shareholder in writing either: (a) That the Remaining Shareholder accepts the Shotgun Offer to sell its shares on the terms and conditions set out in the Shotgun Offer; or. 9.3 Release of Guarantees. A shareholder agreement template contains important, practical, and specific rules which are directly related to the company and to its shareholders. 2.18 Budgets. 2.11 Powers and Duties of Directors. There are eight terms in this agreement, which cover all the core content of a general loan agreement. 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. If the Parties sign this Agreement in several counterparts, each will be deemed an original but all counterparts together will constitute one instrument. ARTICLE 2BUSINESS, ORGANIZATION, MANAGEMENT, GOVERNANCE, AND AFFAIRS OF THE CORPORATION. (1) Except as the Shareholders otherwise unanimously agree. Download Shareholder Loan Agreement for Free . rights to appoint directors, matters requiring the approval of all appointed directors, the provision of financial information, and confidentiality provisions, etc.) 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). At the end, you will immediately receive the document in Word and PDF formats. Refer to your Shareholder Agreement when creating and maintaining your formal register of shareholders. Shareholders agreement for startups: Sample template for Ontario startups Once your startup has negotiated and signed back a term sheet with an investor, the process of ensuring that you have all the proper legal documents will begin. This Shareholder Agreement will help set up a structure for this corporation. (b) all the Shareholders entitled to vote thereon consent in writing to such resolution. Shareholders’ Agreement of [Company Name] [Company name] [Document ID] [company URL] In this spirit, the Partners agree not to sell The Company’s shares to outsiders when share disposal restriction provisions of this Shareholders’ Agreement (hereinafter referred also as Agreement) restrict the selling of the shares. (2) The Vendor shall be entitled to receive the amount deposited with the Corporation's bankers pursuant to Section 9.7(2) together with the releases and indemnifies to which it may be entitled pursuant to 9.3 and Section 9.4 on delivery to the Purchaser of the documents referred to in 9.2and in compliance with all other provisions of this Agreement. 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. Except as may otherwise be expressly provided in this Agreement, the provisions of this Article shall apply to any sale of Shares between or among Shareholders, any sale of Shares by a Shareholder to a third party pursuant to Article 5 or, to the extent applicable, between Shareholders and the Corporation pursuant to the provisions of this Agreement. All share certificates of the Corporation shall be endorsed with the following legend: "The Corporation is bound by, and the securities evidenced by this certificate are subject to, a Shareholder agreement, as may be amended from time to time, and such securities may not be pledged, sold or otherwise transferred except in accordance with the provisions thereof. (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. 9.5 Payment of Purchase Price. (b) is otherwise disclosed not as a result of a breach by the Shareholder of his, her or its obligations hereunder. 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. 5.3 Third Party Sale. 2.22 Deposit of Shares and Power of Attorney.
3. 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". Meetings of Directors will be held at least annually at any place within or outside of the province of Alberta,. Shareholder Agreements are very vital documents in the business structure of a corporation. The arbitration shall be held in ________. 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. The shareholders are the individual entities who own "shares" in a corporation. 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. 2.6 Notice of Meeting of Directors. For corporations incorporated under provincial or territorial law, the law in effect in that province or territory applies. UNANIMOUS SHAREHOLDER AGREEMENT THIS AGREEMENT,dated as of the . The grayed-out words become clear when the document is downloaded. 2.12 Notice of Meeting of Shareholders. The Shareholder Loan Agreement is in a simple form. Each offer will be made in writing by the Secretary of the Corporation, will indicate the price at which the Shares are being offered as determined from time to time by the Board, will state the use of proceeds of the issue and will state that any Shareholder who desires to subscribe for Shares in excess of their proportion shall, in their subscription, specify the number of Shares in excess of their proportion which the Shareholder desires to purchase. 6.1 Offer to Purchase. (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. In a Shareholder Agreement, the corporation and the shareholders agree to the bounds of the relationship between them. "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. 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. (b) all the Directors consent in writing to such resolution. 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. 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. You will receive it in Word and PDF formats. 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. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. 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. Unanimous Shareholder Agreement, Shareholder Contract, Shareholders Contract, Agreement between Shareholders, Agreement for a Corporation's Shareholders. 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. 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. 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. This power of attorney supersedes any prior delegation of authority that conflicts with it. 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 Your document is ready! Directors help ensure a corporation is sticking to its stated mission and are also often the people that select the officers. Use the form on the left to fill in the template. 4.8 - 19 votes, Start by clicking on "Fill out the template". 2.19 Books and Records. 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. 3.2 Preemptive Rights. 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. This agreement (the "Agreement") is dated ____________________________ and is between: ________, a corporation incorporated under the laws of the province of Alberta. If, at the Time of Closing, the Vendor is indebted to the Corporation in an amount recorded on the books of the Corporation and verified by the Auditors, the Vendor shall repay such amount to the Corporation at the Time of Closing and, if the Vendor fails to make such repayment, the Purchaser will be required to pay the amount of such indebtedness to the Corporation from the Purchase Price and the amount of the Purchase Price payable to the Vendor will be reduced accordingly. "Expert" means an accounting or valuation firm to be agreed upon by the Shareholders. Print or download your customized form for free. (j) any proposed sale, lease, exchange or other disposition of property or assets of the Corporation other than in the ordinary course of business; (k) any purchase of assets or shares by the Corporation other than in the ordinary course of business, including without limitation any investment in or purchase of any business by the Corporation, whether directly or by acquiring the entity through or by which the business is operated or in any other manner; (l) any borrowing or other financing by the Corporation or the application for, or obtaining of, any line of credit by the Corporation from any financial institution or any material alteration in such financing arrangements; (m) the hiring or dismissal by the Corporation of a manager of its business or any other senior executive or key employee of the Corporation and the determination of, or any material alteration in, the remuneration and compensation or other terms and conditions of employment of such manager or employees; (n) any change in the number of Directors on the Board. 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