The Equity Share Contract serves as a fundamental document in Canadian corporate law, essential for companies seeking to issue shares or formalize arrangements between shareholders. This agreement is particularly crucial during capital raising, corporate restructuring, or when establishing new business ventures. It must comply with both federal legislation (primarily the Canada Business Corporations Act) and provincial securities laws. The document typically comes into play during company formation, investment rounds, or when modifying existing shareholder arrangements. It includes comprehensive details about share classes, voting rights, dividend policies, transfer restrictions, and shareholder protections. The agreement is designed to prevent future disputes by clearly defining all aspects of share ownership and shareholder relationships, while ensuring compliance with Canadian corporate governance requirements.
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1. Parties: Identification of all parties to the agreement, including the company and shareholders
2. Background: Context of the agreement, including company details and purpose of the share issuance
3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement
4. Share Structure: Details of share class(es), par value, and number of shares being issued
5. Subscription and Purchase Price: Terms of share subscription including price per share and payment terms
6. Closing Conditions: Conditions precedent to the completion of the share issuance
7. Representations and Warranties: Statements of fact and assurances from both the company and shareholders
8. Rights and Obligations: Core shareholder rights including voting, dividends, and participation rights
9. Transfer Restrictions: Limitations and conditions on the transfer of shares
10. Pre-emptive Rights: Rights of existing shareholders to maintain their ownership percentage
11. Board Representation: Rights regarding appointment of directors and board composition
12. Confidentiality: Obligations regarding confidential information
13. Dispute Resolution: Procedures for resolving disputes between parties
14. General Provisions: Standard clauses including notices, amendments, and governing law
1. Tag-Along Rights: Optional section for minority shareholder protection, allowing them to join in sale of shares by majority
2. Drag-Along Rights: Optional section allowing majority shareholders to force minority to join in sale of company
3. Share Vesting Provisions: Used when shares are subject to vesting schedule, typically for employee shareholders
4. Anti-Dilution Protection: Protection against dilution of ownership percentage in future share issuances
5. Special Voting Rights: For cases where certain shareholders have special voting or veto rights
6. Exit Rights: Specific provisions regarding company sale or IPO scenarios
7. Management Rights: Special provisions for shareholders involved in company management
8. Non-Competition and Non-Solicitation: Restrictions on competitive activities, typically for founder shareholders
1. Schedule A - Share Capital: Detailed breakdown of share capital structure and ownership
2. Schedule B - Subscription Details: Specific details of share subscription including payment terms
3. Schedule C - Shareholders' Contact Information: Contact details and notice information for all shareholders
4. Schedule D - Form of Share Certificate: Template of share certificate to be issued
5. Schedule E - Corporate Information: Company details including articles and bylaws references
6. Appendix 1 - Deed of Adherence: Template for new shareholders joining the agreement
7. Appendix 2 - Share Transfer Form: Standard form for share transfers
8. Appendix 3 - Consent Resolutions: Template for shareholder and director resolutions
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