made as of among , of ("
"), and , of (" ") and , with its principal place of business at (the "Corporation").
the Corporation was incorporated under the laws of ;
the Shareholders own all of the issued and outstanding Common Shares in thefollowing proportion:
the Shareholders have agreed to execute and deliver this Agreement as aShareholders’ Agreement as they are desirous of entering into certain arrangements regarding the purchase and sale of their Common Shares and to restrict in part the powers of the Directors tomanage the business and affairs of the Corporation in the manner hereinafter described.
NOW THEREFORE THIS AGREEMENT WITNESSETH
that in consideration of therespective covenants and agreements of the parties herein contained, it is agreed by and betweenthe parties as follows:
1.1In this Agreement, the following words and phrases shall have the following respectivemeanings unless the context otherwise provides:(a)“
” means this Agreement and any Schedules hereto;(b)“
” means a common share in the capital of the Corporation;(c)“
” means any director of the board of directors of the Corporation and“
Board of Directors
” means the board of directors of the Corporation;(d)“
” means a revolving rate of interest commonly known as the primerate of interest announced from time to time by as a reference rate then ineffect for determining interest rates;(e)“
” when used in connection with any Shareholder,means a fraction the numerator of which is the number of Common Shares held bysuch Shareholder and the denominator of which is the total number of issued andoutstanding Common Shares;(f)“
” and “
” refer to a section or subsection of this Agreement;