shareholders agreement

An agreement entered into among all the shareholders of a corporation, which sets out certain rights and obligations relating to governance, board appointments, financial reporting, a pre-emptive right, transfer restrictions, a tag-along right, a drag-along right, a right of first refusal (or right of first offer), and withdrawal events. Certain powers which are generally reserved for the board of directors under the CBCA or the QBCA may be withdrawn from the board under a shareholders agreement and elevated to a decision of the shareholders.

A shareholders agreement is a combination of a voting agreement, investor rights agreement and reverse vesting agreement.

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