shareholders agreement template canada

Generally, you don’t need to register your Shareholder Agreement, however, this document may be useful when you create a register of shareholders. 2.12 Notice of Meeting of Shareholders. (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. 9.5 Payment of Purchase Price. There are many shareholder disputes that arise from this decision. A shareholder may transfer its shares to an affiliate provided that the affiliate agrees to be bound by the terms of the Agreement. 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. 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 (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 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. The procedure to be followed will be agreed to by the parties or, in default of such agreement, determined by the arbitrator. 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.

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