Shareholder Agreements - The Law Society of Saskatchewan
Shareholder Agreements - The Law Society of Saskatchewan
Shareholder Agreements - The Law Society of Saskatchewan
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
Corporate Commercial Section 6<br />
<strong>Shareholder</strong> <strong>Agreements</strong><br />
2009 © <strong>The</strong> <strong>Law</strong> <strong>Society</strong> <strong>of</strong> <strong>Saskatchewan</strong><br />
3.04 Sale <strong>of</strong> Shares - Right <strong>of</strong> First Refusal<br />
(a)<br />
(b)<br />
(c)<br />
(d)<br />
Any <strong>Shareholder</strong> (the "Offeror") who wants to sell all or any Shares<br />
shall give notice <strong>of</strong> such proposed sale ("Notice") to the Corporation<br />
and to the other <strong>Shareholder</strong>s and shall set out in the Notice the<br />
number <strong>of</strong> Shares that are <strong>of</strong>fered for sale ("Offered Shares") and the<br />
terms and the price for the Offered Shares ("Purchase Price").<br />
Upon the Notice being given, the other <strong>Shareholder</strong>s (the "Offerees" and<br />
individually, an "Offeree") shall have the right to purchase all, but not<br />
less than all, <strong>of</strong> the Offered Shares for the Purchase Price. <strong>The</strong> Offerees<br />
shall be entitled to purchase the Offered Shares pro rata based upon the<br />
number <strong>of</strong> Shares beneficially owned by the Offerees or to purchase in<br />
such other proportion as the Offerees may agree in writing.<br />
Within 10 Business Days <strong>of</strong> receiving the Notice, each Offeree who<br />
desires to purchase all <strong>of</strong> the Offered Shares that such Offeree is<br />
entitled to purchase according to Section 3.04(b) shall give notice to the<br />
Offeror, to the Corporation and to the other Offerees. If any Offeree<br />
does not give such notice, the Offered Shares that such Offeree had<br />
been entitled to purchase ("Rejected Shares") may instead be<br />
purchased by the Offerees who did give notice, pro rata based upon the<br />
number <strong>of</strong> Shares beneficially owned by such Offerees or in such other<br />
proportion as the Offerees may agree in writing, and within 5 Business<br />
Days <strong>of</strong> the expiry <strong>of</strong> the 10 Business Day period specified in this<br />
Section, each Offeree who desires to purchase all <strong>of</strong> the Rejected<br />
Shares that such Offeree is entitled to purchase according to this<br />
Section shall give an additional notice to the Offeror, to the Corporation<br />
and to the other Offerees. If any Offeree entitled to give this additional<br />
notice does not do so, the Rejected Shares that such Offeree had been<br />
entitled to purchase may instead be purchased by the Offerees who did<br />
give notice, and so on from time to time until the Offerees are willing to<br />
purchase all <strong>of</strong> the Offered Shares or until they are not willing to<br />
purchase any more. If the Offerees are willing to purchase all, but not<br />
less than all, <strong>of</strong> the Offered Shares, the transaction <strong>of</strong> purchase and sale<br />
shall be completed in accordance with the terms <strong>of</strong> the Notice.<br />
If the Offeror makes default in transferring the Offered Shares to the<br />
Offerees according to the terms <strong>of</strong> the Notice, the Secretary <strong>of</strong> the<br />
Corporation is authorized and directed to receive the purchase money<br />
and enter the names <strong>of</strong> the Offerees in the registers <strong>of</strong> the Corporation<br />
as the holders <strong>of</strong> the Shares. <strong>The</strong> purchase money shall be held in<br />
trust by the Corporation on behalf <strong>of</strong> the Offeror and shall not be mixed<br />
with the Corporation's assets. <strong>The</strong> receipt by the Secretary <strong>of</strong> the<br />
Corporation for the purchase money shall be a good discharge to the<br />
Offerees and, after their names have been entered in the registers <strong>of</strong><br />
Corporate–P–6–6<br />
<strong>Saskatchewan</strong> CPLED Program