Common use of Unanimous Shareholder Agreement Clause in Contracts

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.