2.8 Quorum for Directors' Meetings. 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. 3. The arbitration shall be held in ________. It is by no means perfect and reflects the biases and priorities of the writer. 2.20 Information to be Provided to Shareholders. ARTICLE 5TRANSFERS TO THIRD PARTIES; RIGHT OF FIRST REFUSAL. 13.11 Severability. This Shareholder Agreement will help set up a structure for this corporation. 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. 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. In a Shareholder Agreement, the corporation and the shareholders agree to the bounds of the relationship between them. LegalVision offers users unlimited use of free legal document templates, including a shareholders agreement… This template will alert you to typical issues that you need to think about in the context of the governance of your start-up - … UNANIMOUS SHAREHOLDER AGREEMENT THIS AGREEMENT,dated as of the . Depending on your jurisdiction, it may be used to transfer the power to manage a corporation from the directors to the shareholders. If a Shareholder becomes an Inactive Shareholder pursuant to Section 7.1 and the Other Shareholders do not exercise the Purchase Option or require the Corporation to purchase the Purchased Shares pursuant to Section 7.2,the Inactive Shareholder or its Representative shall have the right, upon notice to the Corporation (the "Compulsory Purchase Notice") within twenty Business Days following the expiry of the Exercise Period (the "Compulsory Purchase Period"), to require the Corporation to purchase the Purchased Shares.7.4 Purchase Price for Shares. In circumstances where a Triggering Event has occurred, the Fair Market Value per Share will be estimated by the Board of Directors. 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. 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. 2.1 Business of the Corporation. 2.15 Decisions at Shareholders' Meetings. The Corporation was incorporated under the Act by articles of incorporation dated ________. The Shareholders' Agreement can end when all shareholders agree to end it, or on a specific date. 2.19 Books and Records. 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. 2.7 Place and Frequency of Directors' Meetings. This Agreement and all other documents provided for in this Agreement will be governed by and construed exclusively in accordance with the laws of the province of Alberta, and the laws of Canada in effect in Alberta. The document is created before your eyes as you respond to the questions. A Shareholder Loan Agreement records the transfer of funds between a corporation and a shareholder for borrowing, lending, or salary purposes. Easily Editable & Printable. When you make a Settle Agreement or a Service Level Agreement, there’s going to be that section where it talks about what the service provider may do on his or her own whim which does not go against the 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. The arbitrator will be appointed by agreement between the parties or, in default of such agreement, such arbitrator will be appointed by a Judge of the Superior Court of Justice sitting in ________, upon the application of any of the parties and such judge will be entitled to act as such arbitrator, if he or she so desires. (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. 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. 13.7 Applicable Law. 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. Each Minority Shareholder acknowledges that in the event that he, she or it fails to execute or cause to be executed all such agreements and documents as may be necessary under this Agreement, the Act, the Corporation's articles and by-laws or otherwise to enable the completion of a Sale Transaction or a sale under Article "CESSATION OF INVOLVEMENT IN THE CORPORATION" or Article "FAIR MARKET VALUE", the Secretary or such other officers may execute and deliver all such agreements and documents as may be required to be executed and delivered by he, she or it pursuant to this Agreement (and for such purposes each Minority Shareholder irrevocably constitutes and appoints the Secretary or such other officer as the true and lawful attorney for the Minority Shareholder with full power of substitutions in the name and on behalf of the Shareholder, with no restriction or limitation in that regard). A Shareholder Agreement is a document between a corporation and its shareholders. (1) If any of the Shareholders receive a bona fide offer (a "Take-Over Bid") from a third party (the "Bidder") dealing at arm's length (as defined in the Income Tax Act (Canada)) with them which they wish to accept and if the Take-Over Bid contains a provision to the effect that the Bidder will complete the sale contemplated by the Take-Over Bid only if the Bidder acquires all of the issued and outstanding Shares, the recipient Shareholder (the "Bid Recipient") will immediately advise the Other Shareholders of the Take-Over Bid. Each Shareholder will be a Director of the Corporation, subject to the terms and conditions of this Agreement. Free Shareholder Agreement Template Canada. 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). 5.3 Third Party Sale. Detailing the Rights of the Sharedholders. Keep this document updated with shareholder details such as names, addresses, and shares held. 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. Notwithstanding the foregoing, this Section shall not prevent: (i) a Shareholder from purchasing as a passive investor up to 50% of the outstanding publicly traded shares or other securities of any issuer listed on a recognized stock exchange (a "Public Company"); or (ii) a change of control of a corporate Shareholder whereby a Public Company becomes the controlling Shareholder of such Shareholder, provided, however, that such Public Company cannot be controlled by a Shareholder. Refer to your Shareholder Agreement when creating and maintaining your formal register of shareholders. (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". Within this Shareholder Agreement, the person filling out the form will be able to set up the responsibilities of the directors and the shareholders - and overall, the important business elements of the corporation. Print or download your customized form for free. 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. (b) That the Remaining Shareholder elects to purchase Shares owned by the Offering Shareholder on the terms and conditions set forth in the Shotgun Offer, mutatis mutandis, in which case the Remaining Shareholder shall specify whether it (i) elects to make such purchase on the condition that it is able to acquire all of such Shares or (ii) elects to make such purchase for only its rateable portion of such Shares or the number of shares in excess of its rateable portion it is prepared to purchase. 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. Every corporation with more than 1 shareholder should have a shareholder agreement in place, like this Unanimous Shareholder Agreement for Alberta corporations. In the event the Inactive Shareholder disagrees with such determination, the Corporation will instruct the Expert to prepare and deliver to the Corporation and the parties within thirty (30) days a report setting forth such firm's estimate of the Fair Market Value per Share and the basis upon which such an estimate has been calculated, which shall be based upon the definitions set forth in 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. Neither party shall seek to enforce an order that has its origin in any court other than the courts of the province of Alberta. All capitalized terms, unless otherwise defined, will have the meanings given to them in the next section.2. Shareholders Resolution Template. (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. 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. 9.4 Repayment of Debts. The Directors shall from time to time appoint auditors for the Corporation (the "Auditors"). A Director may be replaced at any time by the Shareholder(s) who nominated such Director, provided that in each case such replacement Director is approved by the other Shareholders. 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. BETWEEN: and and (Hereinafter referred to as the “Corporation”) RECITALS: 1.The Corporation was incorporated under the Act by articles of incorporation dated ; 1.Each of the Shareholders is the … (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"). (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. 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. After filling out the document, the shareholders' parties to the Agreement should sign the document and keep a copy of the Agreement. 1 in the form enacted on ________ (collectively the "By-laws");"Corporation" means ________ and any successor resulting from any amalgamation, merger, arrangement or other reorganization of or including the Corporation or any continuance of the Corporation under the laws of another jurisdiction; "Directors" means the directors of the Corporation; "Governmental Entity" means any (i) governmental or public department, central bank, court, commission, board, bureau, agency, commissioner, minister, governor-in-council, cabinet, tribunal or instrumentality whether international, multinational, national, federal, provincial, state, municipal, local or other, (ii) subdivision or authority of any of the above, or (iii) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above; "Person" means an individual, person, partnership, corporation, limited liability company, unlimited liability company, joint stock company, trust, unincorporated association, joint venture or other entity or Governmental Entity, and pronouns have a similarly extended meaning; "Shareholder" means any Person who from time to time holds Shares and is bound by the provisions of this Agreement which, at the time of execution of this Agreement, means the individuals and entities named in the introductory clause; and"Shares" means the shares in the capital of the Corporation, the rights, privileges, restrictions and conditions attaching to which are described in the Articles; 1.2 Currency. You can modify it and reuse it. 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. Making such a document is very beneficial for all types of shareholders. If any dispute or controversy occurs between the parties relating to the interpretation or implementation of any of the provisions of this Agreement, such dispute will be resolved by arbitration. Use the form on the left to fill in the template. 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. However, this agreement will not settle the distribution of an estate or the way in which a shareholder’s wealth is managed should … (b) all the Shareholders entitled to vote thereon consent in writing to such resolution. 8.2 Determination of Fair Market Value. A person may own a capital company and decide to make his or her children and other family members partners. (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. 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. 3. A Shareholder Agreement will protect all parties and, for that reason, it is preferable that it is put together for any corporation. If any Shareholder (the "Offering Shareholder") desires to purchase the Shares owned by the remaining Shareholders (the "Remaining Shareholders"), the Offering Shareholder shall make an offer (the "Shotgun Offer") in writing to the Remaining Shareholders to purchase all, but not less than all, of the Shares owned by the Remaining Shareholders. each offering by the Corporation of Shares will be made in accordance with this Section, other than employee stock option plans, acquisitions using shares approved by the Board, existing convertible securities, shares issued as a dividend, shares issued in a financing and other exceptions from the requirement to make an offering to all Shareholders, as applicable. 13.12 Independent Legal Advice. 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. 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. 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. 13.1 Term of Agreement. How to Choose the Best Legal Structure for your Business. 5.4 Piggy-Back Rights. (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. The grayed-out words become clear when the document is downloaded. The directors are individuals who help manage the broader structure of the corporation and act on behalf of the shareholders. 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. A Shareholders Agreement can be used to say how a corporation will be managed, how disputes will be resolved, what will happen on the death of a shareholder, and to prevent shareholders from competing with the corporation.. 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. 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. ARTICLE 7CESSATION OF INVOLVEMENT IN THE CORPORATION. 2.12 Notice of Meeting of Shareholders. 9.5 Payment of Purchase Price. A shareholder may transfer its shares to an affiliate provided that the affiliate agrees to be bound by the terms of the Agreement. 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