Business and Affairs of the Corporation. The Shareholders agree to cause such meetings to be held, votes to be cast, resolutions to be passed, by-laws to be made and confirmed, documents to be executed and all other things and acts to be done to ensure that, at all times, the provisions of this Article Three are in effect or are complied with.
Business and Affairs of the Corporation. The Shareholders will cause such meetings to be held, votes to be cast, resolutions to be passed, by-laws to be made and confirmed, documents to be executed and all other things and acts to be done to ensure that, at all times, that the provisions set forth in this Agreement are complied with, and the Corporation and the Partnership comply with their respective obligations under the Partnership Agreement and this Agreement. The Corporation shall not take any action that it is permitted to take pursuant to the Partnership Agreement, on its own behalf or on behalf of the Partnership, except in compliance with this Agreement. The Corporation shall not, and (subject to Section 3.4) the Corporation will, to the extent that it is able to, cause the Project General Partner to not, hold an interest in any Person where such Person is not wholly-owned by the Corporation or the Project General Partner, respectively, except that the Corporation may hold an interest in the Project General Partner and the Project General Partner may hold an interest in the Project Partnership.
Business and Affairs of the Corporation. 6
2.1 Shareholder and Corporation to Cause Compliance with Agreement 6 2.2 The Business 6 2.3 Matter Requiring Special Approval 7 2.4 Board of Directors 7 2.5 Corporation to Endorse and Vote 8 2.6 Shareholder to Vote 9 2.7 Board of Directors Committees 9 2.8 Directors’ Liability Insurance and Indemnities 9 2.9 Indemnity 9 2.10 Right to Information 10 2.11 Information Related to Taxation 11
Business and Affairs of the Corporation. The Shareholders will cause such meetings to be held, votes to be cast, resolutions to be passed, by-laws to be made and confirmed, documents to be executed and all other things and acts to be done to ensure that, at all times, that the provisions set forth in this Agreement are complied with, and the Corporation, the Project General Partner and the Project Partnership comply with their respective obligations under the Project Shareholder Agreement, the Project LPA and this Agreement. The Corporation shall not take any action that it is permitted to take pursuant to the Management Agreement, on its own behalf or on behalf of the Project General Partner or Project Partnership, except in compliance with this Agreement. The Corporation shall not, and the Corporation will, to the extent that it is able to in its capacity as manager with respect to the Project pursuant to the Management Agreement, cause the Project General Partner and Project Partnership to not, hold an interest in any Person where such Person is not wholly-owned by the Corporation, the Project Partnership or the Project General Partner, respectively, except that the Project General Partner may hold an interest in the Project Partnership.
Business and Affairs of the Corporation. Number of directors and who will comprise the initial board meeting of directors - when; whom; etc.; who can attend Quorum - number of directors required to constitute a valid meeting Casting vote - right to cast a deciding vote Officers - who officers will be; what their duties are; remuneration (if any) Fiscal Year End Deadlock provision Employment Contracts CONTROL PROVISIONS In addition to the matters set forth under Business and Affairs of the Corporation, consider adding special voting approval threshold (unanimous, special majority, etc.) for shareholder/director resolutions concerning: amendments to articles, by-laws, and with respect to other fundamental corporate changes Compensation of directors, officers and key employees Issue, redemption and/or purchase of securities Incurring of indebtedness Declaration of dividends and dividend policy Capital expenditures, new business ventures Disposition of substantially all of the assets of the corporation FINANCING OF THE CORPORATION Third-party financing (any requirement of shareholders to give guarantees) No obligation of shareholders to provide financing or obligation to finance with dilution provision for failure to finance GENERAL MATTERS RELATING TO SHARE OWNERSHIP AND PERMITTED TRANSFERS General prohibition on transfer Permitted transfers by shereholders to controlled companies, relations Covenant regarding entering into a marriage contract pertaining to spousal rights on matrimonial breakdown to shares/profits of the corporation Rules respecting pledging of shares to financial institutions Prohibitions on registration of transfer unless transferee is bound Legend on share certificates Insurance (on whom, what beneficiary, what type(s)) MATTERS RELATING TO DISPOSITION AND ACQUISITION OF SHARES BETWEEN THE SHAREHOLDERS "shot-gun", "buy/sell" provision (consider whether this is appropriate in your circumstance) "put" provision (usually to create liquidity for a minority shareholder)
Business and Affairs of the Corporation. 6
3.1 Matters Requiring Board Approval 10 3.2 Reserved Matters Requiring Super-Majority Shareholders Approval 10
Business and Affairs of the Corporation. 10
2.1 Shareholders to Cause Compliance with Agreement. 10
2.2 The Business. 10 2.3 Board of Directors. 10
Business and Affairs of the Corporation. (a) The Board will initially be comprised of nine (9) members. For the period beginning on the Effective Date and ending on the fifth year anniversary of the Effective Date (the “First Five Years”), for as long as the Board is comprised of nine (9) members, the Investor shall have the right to nominate for election:
(i) three (3) of the nine (9) members of the Board, for as long as the Percentage of Outstanding Shares is greater than 20%; or
(ii) two (2) of the nine (9) members of the Board, for as long as the Percentage of Outstanding Shares is at least 10% but not greater than 20%. During the First Five Years, if the Board is not comprised of nine (9) members,
(A) the Board shall at all times be comprised of another number of members that is evenly divisible by three (3) (such that, for greater certainty, the quotient obtained by dividing the total number of members of the Board by three (3) will at all times be a whole number) and (B) the Investor shall, for as long as the Percentage of Outstanding Shares is greater than 20%, have the right to nominate for election to the Board exactly one third (1/3) of the total number of members of the Board and (C) the Investor shall, for as long as the Percentage of Outstanding Shares is at least 10% but not greater than 20%, have the right to nominate no less than two ninths (2/9) of the total number of members of the Board, which number of members shall be rounded up to the next whole number.
(b) For the purposes of this Agreement, the Investor’s right to nominate nominees for election to the Board means that the Corporation will (i) subject to the terms of this Agreement, include the nominees designated by the Investor in the slate of directors to be presented by management of the Corporation to the shareholders of the Corporation for election in a management proxy circular, and (ii) support the election of such nominees as directors of the Corporation and solicit votes from the shareholders in favor of such election, in each case, using the same efforts and in the same manner as in respect of the other nominees presented by management of the Corporation to the shareholders of the Corporation for election in a management proxy circular.
(c) During the First Five Years, each Subsidiary Board will have the same number of members as the Board. During the First Five Years, for as long as any Subsidiary Board is comprised of nine (9) members, the Investor shall have the right to nominate for election:
(i) three (3) o...
Business and Affairs of the Corporation. The Shareholders will cause such meetings to be held, votes to be cast, resolutions to be passed, by-laws to be made and confirmed, documents to be executed and all other things and acts to be done to ensure that, at all times, that the provisions set forth in this Agreement are complied with, and the Corporation and the Partnership comply with their respective obligations under the Partnership Agreement. The Corporation shall not take any action that it is permitted to take pursuant to the Partnership Agreement, on its own behalf or on behalf of the Partnership, except in compliance with this Agreement. The Corporation shall not hold an interest in any Person other than the Partnership and wholly-owned Subsidiaries of the Corporation.
Business and Affairs of the Corporation
