Unanimous Shareholder Agreement. (a) This Agreement shall be a unanimous shareholder agreement pursuant to Section 108 of the Act and the power of the directors to manage or supervise the management of the business and affairs of the Corporation is restricted in accordance with the terms of this Agreement.
Unanimous Shareholder Agreement. Where any provision in this by-law conflicts with any provision of a unanimous shareholder agreement, the provision of such unanimous shareholder agreement shall govern to the extent permitted by the Act.
Unanimous Shareholder Agreement. To the extent that this Agreement specifies that any matters may only be or shall be dealt with or approved by or shall require action by the Shareholders, the discretion and powers of the directors of the Corporation to manage and to supervise the management of the business and affairs of the Corporation with respect to such matters are correspondingly restricted.
Unanimous Shareholder Agreement. The provisions of the By-Laws shall be subject to any unanimous shareholder agreement entered into from time to time. In the event of any conflict between any provision of the By-Laws and any provision of any unanimous shareholder agreement, the provision of the unanimous shareholder agreement shall prevail to the extent of the conflict, and the Directors and the shareholders shall amend the By-Laws accordingly.
Unanimous Shareholder Agreement. BE IT ENACTED as a By-Law of the Corporation as follows: Section One ----------- INTERPRETATION --------------
Unanimous Shareholder Agreement. This Agreement is a unanimous shareholder agreement as defined in the Act.
Unanimous Shareholder Agreement. Delete “Unanimous” from both the title page and the heading, delete Section 1.8 and perform a search and delete for the word “unanimous”, if your agreement is not a “unanimous shareholder agreement” within the meaning of the Act. Under the Act, to be a unanimous shareholder agreement, all the shareholders of the Corporation must be parties to the agreement and the agreement must restrict the powers of the directors to manage or supervise the management of the business and affairs of the Corporation. A unanimous shareholder agreement may, depending on the extent to which it restricts directors’ powers, impact on the control of the Corporation for tax purposes, and may expose the shareholders to liabilities that directors have for certain kinds of unpaid taxes as well as other liabilities. If your agreement is not a “unanimous shareholder agreement”, be careful not to improperly xxxxxx the discretion of the directors.
Unanimous Shareholder Agreement. 64. Where a unanimous shareholder agreement between the Corporation and all of its shareholders is in full force and effect, and in the event of any conflict between the articles or the by-laws of the Corporation and the provisions of such unanimous shareholder agreement, the provisions of the said unanimous shareholder agreement shall govern and the conflicting provision or provisions of the articles or the by-laws shall be deemed to have been amended so as to remove the conflict. Approved by the board of directors and ratified by the sole shareholder on November 10, 2004.
Unanimous Shareholder Agreement. This Agreement is deemed to be a unanimous shareholder agreement within the meaning of the Act. Only where required to give effect to this Agreement shall the Shareholders have any of the rights, powers and duties of the Directors and all obligations and liabilities relating to such rights, powers and duties, whether arising under the Act, Articles or otherwise, and only to the extent that this Agreement restricts the discretion or powers of the Directors to manage or supervise the management of the business and affairs of the Corporation the Directors are relieved of their duties and liabilities in regard thereto.
Unanimous Shareholder Agreement. See Commentary 1 on page 1 immediately preceding the Recitals. Delete this Section if your agreement is not a unanimous shareholder agreement under the Act. The purpose of including this Section is to remind the Parties that this Agreement constitutes a unanimous shareholder agreement under the Act.
