Unanimous Shareholder Agreement with License to Use Trade Mark | Canada

This drag along, tag along clause can be inserted into a shareholder agreement to govern how the sale of shares from a shareholder to an arm's length third party must be conducted.

• The share purchase agreement must include an offer by the buyer to purchase a pro rata share of the other shareholders' shares on the same terms and at the same time.
• The terms apply to arm's length transactions only. The clause contains a definition of which parties are not considered arm's length.

A Drag Along, Tag Along Clause is an exit strategy that protects the rights of minority shareholders while at the same time giving majority shareholders a means to force other investors to exit at the same time.

Create a Unanimous Shareholders Agreement for an Ontario corporation owned by equal partners with this comprehensive template.

• This template agreement includes:
  • a mechanism to avoid deadlock in voting;
  • conditions governing shareholder loans;
  • future financing from profits and ⁄ or third party lenders;
  • terms of employment and termination of employees who are shareholders;
  • benefits for disability;
  • company buy-back of shares on death;
  • shareholder inventions become property of company;
  • arbitration procedure and special rules for disputes over fair market value of shares;
  • remaining shareholder's right of first refusal to purchase departing partner's interest.
• Available in MS Word format and fully editable to fit your specific circumstances.
• Intended to be used only in the Province of Ontario, Canada.

Discover the legal and practical issues you need to consider when entering into a shareholder agreement with this Shareholder Agreement Guide and Checklist for Canadian companies.

• Topics in the Guide include:
  • how to avoid misunderstandings between shareholders;
  • distribution of profits;
  • decision-making;
  • exit strategies;
  • employee shareholders;
  • default by a shareholder;
  • disability or death;
  • loss of shareholder control.
• Available as a PDF download.
• This checklist was created for use in Canada.

Prepare a Shotgun Buy-Sell Provision for a shareholder agreement with this ready-made template.

• The shotgun provision gives a shareholder the right to offer to purchase the shares held by the other shareholders at a specified price. If they do not accept the offer, the offering party must sell its shareholdings to the remaining shareholders.
• These buy-sell provisions set out:
  • the procedure to be followed by a shareholder when making an offer to purchase the other shareholders' interests,
  • the terms on which any offer to purchase or offer to sell must be made,
  • the rights and remedies available to the non-defaulting party upon default by either the purchaser or the seller.
• This template is available as a downloadable MS Word file.

Learn about the types of events which trigger a sale of shares under a Unanimous Shareholder Agreement, and the methods used to implement the sale.

• Triggering events include:
  • right of first refusal;
  • default buy-sell;
  • shotgun or forced sale;
  • transfer on death.
• Available as a PDF download.