«

»

Pro
16

6.3 In the event that, under the terms of this agreement, one or more of the shareholders may sell, sell, transfer, transfer, transfer or transfer one of its shares to a person, company or company other than any of the parties involved, the transfer is not made or effective and no application to register such a transfer to the company is made until the purchaser has entered into an agreement with the other parties agreement and any other agreement. with the company in which the ceding company is involved. A resting clause prevents current or former shareholders from encouraging other shareholders, officers or directors to leave the company for a specified period of time. It is used to ensure that current employees are not encouraged to leave the business by an owner. 1.19 „this agreement,“ „in it,“ „below,“ „below,“ „below,“ „of it“ and similar expressions refer to this agreement, not to a section, subsection, paragraph or other part of this agreement. After completing the document, the parties to the agreement should sign the document and keep a copy of the agreement. In accordance with Section 146 (1) of the Canada Business Corporations Act (R.S.C., 1985, c.C-44), a unanimous shareholder agreement „limits in whole or in part the power of directors to manage or supervise the management and affairs of the company.“ Under Section 108 (2) of the Business Corporations Act, R.S.O. 1990, c.B.16, the legal status of a unanimous shareholder contract is that of a „hybrid of corporate law, partly contractual and partly constitutional.“ Shareholder agreements are legislated in all provinces except British Columbia, Nova Scotia and P.E.I. What is a shareholder contract? A shareholders` pact is a document involving several shareholders of a company, which details the results and concrete measures that are taken in the event of the departure of a shareholder of the company, whether voluntarily, involuntarily or when the company ceases operations. Shareholders may limit the decision-making power of other parties, for example. B of the directors, through the company. This is usually the case that all important financial decisions go through the company`s shareholders before they are confirmed.

(This section simply gives a smaller shareholder the right to „participate“ if a group of shareholders holding the majority of the shares wishes to sell its shares. Similarly, if most shareholders receive an offer from a buyer for 100% of the company, some shareholders may be „coached“ and forced to sell their shares) In the event that a candidate for the board of directors of one of the shareholders does not vote and acts as a director to implement the provisions of this agreement, the shareholders agree to exercise their right as shareholders of the company and in accordance with the company`s by statutes. to remove this candidate from the Board of Directors and to elect, on the spot or even in his place, such a person who will do his best to implement the provisions of this agreement, but only if the shareholder whose candidate has been removed does not appoint a successor within fourteen days of the date on which that candidate was withdrawn. 1.1 The shareholders are all shareholders of the company, a company [STATE OF INCORPORATION] and are the sole directors and senior executives of the company. 4.3 If some shareholders accept an outside offer to purchase at least 75% (or 90%) all common shares, all shareholders (including all shareholders who have not accepted the outsider`s offer to purchase) are required to sell all their common shares abroad under the same conditions if the foreigner wishes to acquire such shares, and only if the purchase price is at least in line with the valuation plan. which is attached to this agreement as a timetable B.