Shareholder Agreements - The Law Society of Saskatchewan

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Corporate Commercial Section 6 Shareholder Agreements 2009 © The Law Society of Saskatchewan 3.04 Sale of Shares - Right of First Refusal (a) (b) (c) (d) Any Shareholder (the "Offeror") who wants to sell all or any Shares shall give notice of such proposed sale ("Notice") to the Corporation and to the other Shareholders and shall set out in the Notice the number of Shares that are offered for sale ("Offered Shares") and the terms and the price for the Offered Shares ("Purchase Price"). Upon the Notice being given, the other Shareholders (the "Offerees" and individually, an "Offeree") shall have the right to purchase all, but not less than all, of the Offered Shares for the Purchase Price. The Offerees shall be entitled to purchase the Offered Shares pro rata based upon the number of Shares beneficially owned by the Offerees or to purchase in such other proportion as the Offerees may agree in writing. Within 10 Business Days of receiving the Notice, each Offeree who desires to purchase all of the Offered Shares that such Offeree is entitled to purchase according to Section 3.04(b) shall give notice to the Offeror, to the Corporation and to the other Offerees. If any Offeree does not give such notice, the Offered Shares that such Offeree had been entitled to purchase ("Rejected Shares") may instead be purchased by the Offerees who did give notice, pro rata based upon the number of Shares beneficially owned by such Offerees or in such other proportion as the Offerees may agree in writing, and within 5 Business Days of the expiry of the 10 Business Day period specified in this Section, each Offeree who desires to purchase all of the Rejected Shares that such Offeree is entitled to purchase according to this Section shall give an additional notice to the Offeror, to the Corporation and to the other Offerees. If any Offeree entitled to give this additional notice does not do so, the Rejected Shares that such Offeree had been entitled to purchase may instead be purchased by the Offerees who did give notice, and so on from time to time until the Offerees are willing to purchase all of the Offered Shares or until they are not willing to purchase any more. If the Offerees are willing to purchase all, but not less than all, of the Offered Shares, the transaction of purchase and sale shall be completed in accordance with the terms of the Notice. If the Offeror makes default in transferring the Offered Shares to the Offerees according to the terms of the Notice, the Secretary of the Corporation is authorized and directed to receive the purchase money and enter the names of the Offerees in the registers of the Corporation as the holders of the Shares. The purchase money shall be held in trust by the Corporation on behalf of the Offeror and shall not be mixed with the Corporation's assets. The receipt by the Secretary of the Corporation for the purchase money shall be a good discharge to the Offerees and, after their names have been entered in the registers of Corporate–P–6–6 Saskatchewan CPLED Program
Corporate Commercial Section 6 2009 © The Law Society of Saskatchewan Shareholder Agreements the Corporation, the validity of the proceedings shall not be questioned by any person. Once the shares are registered to the Offerees, the Offeror ceases to have any right to the Offered Shares except the right to receive the Purchase Price received by the Secretary of the Corporation. (e) If the Offerees do not give notice according to Section 3.04(c) that they are willing to purchase all of the Offered Shares, the rights of the Offerees to purchase the Offered Shares shall end and the Offeror may sell the Offered Shares to any person within four months after the expiry of the 10 Business Day period or 5 Business Day period specified in Section 3.04(c), for a price not less than the Purchase Price and on other terms no more favourable to such person than those set forth in the Notice, provided that the person to whom the Shares are to be sold agrees prior to such transaction to be bound by and to become a party to this Agreement in place of the Offeror. If the Offered Shares are not sold within the four month period, the rights of the Offerees pursuant to this Section 3.04 shall again take effect and so on from time to time. OR [3.04 Sale of Shares – Shotgun (a) (b) (c) Any Shareholder ("Offeror") has the right at any time to give notice ("Notice") to the other Shareholders (the "Offerees" and individually, an "Offeree") and to the Corporation. The Notice shall contain the following: i. an offer by the Offeror to purchase all of the Shares beneficially owned by the Offerees ("Offer to Purchase"); ii. an offer by the Offeror to sell all of the Shares beneficially owned by the Offeror to the Offerees pro rata based upon the number of Shares beneficially owned by the Offerees ("Offer to Sell"); and iii. the price to be paid for each Share pursuant to the Offer to Purchase and the Offer to Sell, which shall be the same for both offers ("Purchase Price"). Within 10 Business Days of Notice being given, each Offeree is entitled to accept either the Offer to Purchase or the Offer to Sell by giving notice of such acceptance to the Offeror, to the other Offerees and to the Corporation. If the Offerees accept the Offer to Purchase, the Offerees shall sell and the Offeror shall purchase all of the Shares beneficially owned by each Offeree at the Purchase Price and the transaction of purchase and sale shall be completed within 20 Business Days of the expiry of the 10 Business Day period specified in Section 3.04(b). The transaction shall Saskatchewan CPLED Program Corporate–P–6–7
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Shareholder Agreements - The Law Society of Saskatchewan

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