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.
(b) Where provided in this Agreement, OSEG has all 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 or otherwise, and, 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.
(c) No amendment to this Agreement which will affect the rights, powers and duties of any of the directors shall become effective until the directors have been given reasonable Notice of the proposed amendment and an opportunity to resign.
Unanimous Shareholder Agreement. 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. If any provision in this by-law (or any other by-law) conflicts with any provision in a unanimous shareholder agreement, the provision in the unanimous shareholder agreement will 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. The Act establishes a separation between the shareholders’ meeting and the board of directors, which must act solely in the interest of the corporation. However, it is possible for shareholders to override the independence of the board of directors and intervene directly in the administration of the corporation, by agreeing on a USA. Thus, shareholders may agree to withdraw the responsibilities of the board of directors in whole or in part, and to substitute themselves in the exercise of their powers. To qualify as a USA, all shareholders, including those without voting rights, must be parties to the agreement. When shareholders set up a USA, it is then possible for them to agree in advance among themselves on the corporation’s orientations, without necessarily having to consider only its ultimate interest. A USA may include provisions to modify voting procedures, management provisions and provisions relating to dividends to declare.
Unanimous Shareholder Agreement. This Agreement is a unanimous shareholder agreement as defined in the Act.
Unanimous Shareholder Agreement. (a) This Agreement is and shall be deemed to be a unanimous shareholders’ agreement within the meaning of the Act for the purposes of both Holdco and Canadian License Co. and the power of the directors to manage or supervise the management of the business and affairs of Holdco and Canadian License Co. is restricted in accordance with and to the extent of the terms of this Agreement.
(b) Where provided in this Agreement, a Shareholder has all the rights, powers and duties of the directors of the Corporation and all obligations and liabilities relating to such rights, powers and duties, whether arising under the Act or otherwise, and 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 Holdco or Canadian License Co., the directors of Holdco and Canadian License Co. are relieved of their duties and liabilities in regard thereto.
(c) No amendment to this Agreement affecting the rights, powers and duties of any of the directors of Holdco or Canadian License Co. shall become effective until the directors of Holdco or Canadian License Co., as the case may be, have been given written notice of the proposed amendment and an opportunity to resign.
(d) In the event of any conflict or inconsistency between the provisions of this Agreement, the Act, the articles or the by-laws of Holdco or Canadian License Co., the provisions of this Agreement shall (to the extent they may lawfully do so) prevail. Each of the Shareholders agrees to vote or cause to be voted the Shares beneficially owned by it so as to cause the articles or the by-laws of Holdco or Canadian License Co. to be amended to resolve any such conflict or inconsistency in favour of the provisions of this Agreement.
Unanimous Shareholder Agreement. BE IT ENACTED as a By-Law of the Corporation as follows: Section One ----------- INTERPRETATION --------------
1.01 Definitions - in the By-Laws of the Corporation, unless the context ----------- otherwise requires:
Unanimous Shareholder Agreement. 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.
