Shareholder Agreements - The Law Society of Saskatchewan

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Corporate Commercial Section 6 Shareholder Agreements 2009 © The Law Society of Saskatchewan (c) (d) (e) The price of the Offered Shares shall be the fair value of such Shares as determined by an accountant, in accordance with generally accepted accounting principles, at the end of the fiscal quarter of the Corporation immediately preceding the fiscal quarter in which the event referred to in Section 3.05(a) occurred. Such determination shall be in writing and shall be given to all of the Shareholders and to the Corporation within 20 Business Days of the date of the event referred to in Section 3.05(a) or as soon thereafter as possible. For the purpose of determining such fair value, the accountant may appoint, at the expense of the Corporation, an independent appraiser to assist the accountant. The report of the accountant, when delivered to the Shareholders and to the Corporation, shall be conclusive and binding upon all parties. Within 10 Business Days of having been given the accountant's report of the fair value of the Offered Shares, each Offeree who desires to purchase all of the Offered Shares that such Offeree is entitled to purchase according to Section 3.05(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 such notice, pro rata based upon the number of Shares beneficially owned by such Offerees as between themselves or in such other proportion as these Offerees agree in writing. Within 5 Business Days of the expiry of the 10 Business Day period specified in Section 3.05(e), each Offeree who desires to purchase all of the Rejected Shares that such Offeree is entitled to purchase according to Section 3.05(e) shall give an additional notice to the Offeror, to the Corporation and to the other Offerees. If any Offeree entitled to give the 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 such 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 within 20 Business Days of the expiry of the 10 Business Day period or 5 Business Day period specified in Section 3.05(e). The transaction shall be completed at the Corporation's registered office where the Offeror shall deliver the Shares with good, free and clear title and shall receive payment by certified cheque from the Offeree. Corporate–P–6–10 Saskatchewan CPLED Program
Corporate Commercial Section 6 2009 © The Law Society of Saskatchewan Shareholder Agreements (f) (g) If the Offeror defaults in transferring the Offered Shares to the Offerees as provided for in Section 3.05, 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 for the purchase money shall be a good discharge to the Offerees and, after their names have been entered in the registers of the Corporation, the validity of the proceedings shall not be questioned by any person. On such registration, the Offeror ceases to have any right to the Offered Shares except the right to receive the Purchase Price received by the Secretary. If the Offerees do not give notice under Section 3.05(e) 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 3.05(e), for a price not less than the price that would have been payable by the Offerees and on terms no more favourable to such person than those that would have been applicable had the Offerees agreed to purchase the Offered Shares under Section 3.05, 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 on such terms, the rights of the Offerees pursuant to this Section 3.05 shall again take effect and so on from time to time. 3.06 Termination of Employment If either JS, AC or BT ceases to be an employee of the Corporation, voluntarily or otherwise, except by reason of death, the other Shareholders shall have the right to purchase all, but not less than all, of the Shares beneficially owned by such Shareholder, in the proportions and for the price and upon the terms and conditions determined in accordance with Section 3.05. 3.07 Disability If any of the Shareholders is incapacitated from performing such Shareholder's duties as an employee of the Corporation for a period of six consecutive months by reason of illness or mental or physical disability, or if such Shareholder shall be incapacitated at different times for six months in any 24 month period, then in either case the incapacitated party shall cease to be an employee of the Corporation. Saskatchewan CPLED Program Corporate–P–6–11
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Shareholder Agreements - The Law Society of Saskatchewan

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