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). This agreement (the "Agreement") is dated ____________________________ and is between: ________, a corporation incorporated under the laws of the province of Alberta. Your document is ready! A Shareholder Loan Agreement records the transfer of funds between a corporation and a shareholder for borrowing, lending, or salary purposes. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The Purchaser shall also have the right to execute and deliver, on behalf of and in the name of the Vendor, such deeds, transfers, share certificates, resignations and other documents that may be necessary to complete the Sale Transaction and each Shareholder, to the extent it may be a Vendor irrevocably appoints any Shareholder who becomes a Purchaser in a Sale Transaction its attorney in that behalf in accordance with the Powers of Attorney Act (Alberta), with no restriction or limitation in that regard and declaring that this power of attorney may be exercised during any subsequent legal incapacity on its part. 3.2 Preemptive Rights. (1) If an Offeror is entitled to and proposes to sell its Shares in accordance with the Third Party Offer pursuant to Section 5.3 and if the sale of the Purchased Shares would result in a Change of Control of the Corporation, the Offeror shall, at least ten (10) Business Days prior to the date specified for completion of the Third Party Offer, give notice in writing (a "Disposition Notice") to the Offerees. rights to appoint directors, matters requiring the approval of all appointed directors, the provision of financial information, and confidentiality provisions, etc.) (b) is otherwise disclosed not as a result of a breach by the Shareholder of his, her or its obligations hereunder. 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. (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 ________. Llc Banking Resolution Template. 2.16 Powers and Duties of Shareholders. The Shareholders' Agreement can end when all shareholders agree to end it, or on a specific date. 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. Any attempted Transfer of Shares made in violation of this Agreement will be null and void. A Shareholder Agreement is a document between a corporation and its shareholders.In a Shareholder Agreement, the corporation and the shareholders agree to the bounds of the relationship between them. 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. 13.12 Independent Legal Advice. The Corporation or any Shareholder may call a meeting of the Shareholders, and the Corporation will notify each Shareholder, in writing, of the intended date of any meeting of the Shareholders at least ten (10) Business Days prior to the date of such intended meeting. (1) No Shareholder may Transfer any Shares to any Person other than to a Permitted Transferee and in compliance with this Article. For the foregoing purposes, the Auditors will have access to all books of accounts, records and all vouchers, cheques, papers and documents of or which may relate to the Corporation. A Shareholder Agreement is a document between a corporation and its shareholders. 9.5 Payment of Purchase Price. 3. Meetings of Directors will be held at least annually at any place within or outside of the province of Alberta,. This Agreement shall terminate on the earlier of: (a) the date on which a Person becomes the registered and beneficial owner of all the Shares; (b) the date this Agreement is terminated by a written agreement of all of the Shareholders; (c) the date upon which there is an initial public offering of Shares; or. 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. LegalVision offers users unlimited use of free legal document templates, including a shareholders agreement… Such arbitration will be conducted by a single arbitrator. 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. 7.3 Compulsory Purchase by Corporation. The directors are individuals who help manage the broader structure of the corporation and act on behalf of the shareholders. You fill out a form. 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. All capitalized terms, unless otherwise defined, will have the meanings given to them in the next section.2. 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. 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. (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. If any Shareholder does not subscribe for their proportion, the unsubscribed Shares will be used to satisfy the subscriptions of the Shareholders for Shares in excess of their proportion. Shareholder Agreements are very vital documents in the business structure of a corporation. 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. 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