I am about to sign a contract with a employer and they offered…
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I am about to sign...
I am about to sign a contract with a employer and they offered me shares in the company i dont know if this is a good deal. I dont know if this is fair or not what should i have added or taken away HELP SUBSCRIPTION NOTICE Of : xxxxxx CANADA INC. (PIPEOIL SAFETY DIVISION) And : ADMINISTRATIVE BOARD OF DIRECTORS Subscripter: Mr xxxxxx xxxxxx I subscribe, from the present document, of the authorized capital shares for this society numbered and categorized below. The offered amount will be paid to the mentioned counter-party; Subscripter Type of Share Counter-Party Payment Mr xxxxxx xxxxx 25 000 actions cat . (( E )) 25 000$ Loan over a 2 year term Annual Return Annual refund 10% of the 25 000$ value 0,01$ per dollar net of the annual Financial report I declare, by the present, to act as an entrepreneur and to be part of one of the categories of shareholders enounced by the dispense of the article 2.4 of the reglement 45-106 on the dispenses of prospectus, L.R.Q., c. V-1.1, r.0.1.1.001 and be: ? a) An Executive, salaried or founder of the transmitter or a person participating in the control of the transmitter; ? b) The Spouse, the father, the mother, the grand-parent, le brother, the sister or the child of an administrator, a member of the Top Management or a founder of the transmitter or of a person participating in the control of the transmitter; ? c) A close partner or an employee (someone who has been directly and closely involved within the company to establish business relationships based on trust) of an administrator or a member of top management. Name Precision: Mr Daniel Bechard Date of June, 04 2010 Subscripter __________________________________ Mr (Edited for privacy) T6H 4T4(NNN) NNN-NNNNCANADA INC. RESOLUTION BASED ON A SPECIAL MEETING OF THE BOARD OF DIRECTORS ADOPTED JUNE 1st, 2010 Board of Directors Mr. xxxx xxxxxx Mrs xxxx xxxx EMISSION OF THE CATEGORY ACT (( E )) AWAITED that the society has received the offer of the Subscripter Mr xxxx xxxx for the emission of TWENTY-FIVE THOUSAND (25 000) shares of category (( E )) from the action-capital of the society, with a capital allocated for 1$ per share, thus a total consideration of TWENTY-FIVE THOUSAND DOLLARS (25 000$). INITIAL ________ AWAITED that the society has accepted to finance the established amount to the Subscripter Mr xxxx xxxx, and this, for a period of two (2) years, refundable without interest and payable directly to the lending society. INITIAL ________ It is unanimously agreed to: XXXXX XXXXX the mentioned subscriptions ; 2. Transmit the following share certification : No of Certificate Name of the Shareholder Number and Cat. Of Shares E-8 xxxx xxxx 25 000 shares of category (( E )) INSERTION IN THE BOOK IT IS MANDATORY to conserve a copy of the signed agreement of the present resolutions in the book of the verbal processes of the society, conforming to the article 117 (2) of the Canadian Law on share-based societies. ____________________________ __________________________ xxxx xxxx (subscripter) Mr xxx (President)(NNN) NNN-NNNNCANADA INC. Convention of shareholder of category (( E )) Description and limitation of the share SHARE PRIVILEGES OF CATEGORY (( E )): The number of shares of category (( E )) is unlimited, the shares bring the following rights, privileges, conditions and restrictions: INITIAL ________ 1) Dividends. When the society declares a dividend, each shareholder from the category (( E )) has the right to receive, under the established declared amount calculated in the subscription notice. Once the value of the dividend has been established in regards XXXXX XXXXX buyback value. It is under the administrator’s responsibility to determine the moment and modalities of payment. INITIAL ________ 2) Absence of additional participation. The shares within the category (( E )) do not confer any rights to participate in the goods of the society, to the surplus or profits of the actives of the society. The limitation is strictly based on the amount of the value of the share for buyback. INITIAL ________ 3) Absence of voting rights. Under the reserve of the dispositions on the Canadian Law of share-based societies, the shareholders of category (( E )) do not, at the present title, have a right to vote in the meetings of the Board of Directors of the society or right to attend or receive a notice of convocation. INITIAL ________ 4) Right to buyback at the demand of the shareholder. Under the reserve of the dispositions of paragraph 36 (2) of the Canadian Law on share-based societies, each owner of shares in category (( E )) at all times and under its own will, has the right to request, under written notice, the buyback by the society of the totality or parts of the shares at an equal price of the buyback value where the non-deposited or declared dividends, or the value of the dividend in process of being deposited for the upcoming year will be acknowledge in the number of buyback shares. I INITIAL ________ 5) The value of Buyback. Corresponds to the amount deposited for these shares on the capital count declared for the shares in category (( E )) where an amount is added as a surpass equal to the surplus of the fair current value of the shares in category (( B )). INITIAL ________ 6) Right to purchase from will to will. Under the reserve of the dispositions of the paragraph on the Canadian Law of action-based societies, the society can, at any time, buy or acquire from will to will and at the best price concluded between the parties of the share category type (( E )) circulating. This price must never exceed the value of the dividends of the previous year or the value of the net active of the society. INITIAL ________ 7) Restrictions on the transfer of shares. No share transfers of the society are permitted unless the consentment of the Board of Directors from the society has been given. This consentment can however be given after the registration of the transfer of shares in the Book of the society. INITIAL ________ 8) Restrictions on the sale of the shares. No sale of shares from the society can be made between shareholders of type C,D,E,F,G,H, I and J, only the shareholders of types A and B can take possession of other types of shares. However, the shareholder of type B must have the authorization of the shareholders of type A to proceed to this type of transaction. INITIAL ________ 9) Other restriction. The shareholders of type C,D,E,F,G,H and I cannot contract any debts, get a loan under the name of the company, establish as a guarantee of the goods of the company or its shares, use as an action guarantee for a mortgage, sign any document under the name of the company under a pretext that they are shareholders or any other action that could demonstrate appearance of a conflict of interest with another shareholder. The following actions could bring automatic expulsion of the status of shareholder of the society. INITIAL ________ At Ends. Of the present convention of shareholder and owner of shares regardless of the category, will exercise a menace, nuisance or discrimination against another person, company representative because of its race, colour, nationality, social origin , language, sex, sexual orientation, civil status, age, religious beliefs or absence of, political opinions, handicaps, pregnancy, parental ties, parental situation, or the exercise of a right la recognizes the present share convention. Sexual harassment constitutes a form of discrimination founded on the sex of an individual and consists of sexual propositions non -reciprocated or imposed that could take form through verbal or physical solicitations. This will not be tolerated under any circumstances for any shareholder of this society. INITIAL ________ 10) The shareholder commits to non-disclosure or lending any corporate documents to the competition or to any persons that are not part of the society. All documents will remain property of the society. INITIAL ________ 11) Obligations. The shareholder commits to utilize the confidential information within this convention only to ends directly related to the present accord, to restrain from the disclosure of the confidential information uniquely to the concerned individuals, with a need to know; not to be disclosed to third parties. The shareholders declare to treat all the confidential information that they must share with the respected parties in the same way as they treat their own confidential and exclusive information. INITIAL ________ 12) Clause of non-solicitation and non-competition tied to the responsibility of a share owner within the society. Under any consideration can a shareholder in any category of the society, during the ownership of the shares or one year after the sale of their share, solicit clients or representatives of the society from which he was a shareholder, this under all categories. Also, all competition that can create collateral damage to the company will not be accepted on the part of the shareholder owner of shares in all categories. INITIAL ________ Also, the shareholder that owns share within the society cannot compete or harm the activities of the society from which he is an owner of shares especially if he is an owner and involved in a parallel business from that of the society from which he owns shares, unless a clear agreement is made with the administration. Furthermore, regardless of the type of shares, the shareholder cannot engage in servicing another organization similar to the society(NNN) NNN-NNNNcanada inc. INITIAL ________ 13 ) Minor Derogation. In the present case, Mr xxxx has informed us that he is the owner of a society under the name of xxxx Safety Inc. The Board of Directors has accepted that the latter continue to operate his society in all transparency towards the society(NNN) NNN-NNNNCanada Inc. All similar activities offered by xxx Safety Inc. must be mentioned to the Board of Directors of the society(NNN) NNN-NNNNcanada inc, thus to eliminate all appearance of conflict of interest or the possible creation of doubt from the share convention of the society(NNN) NNN-NNNNcanada inc. INITIAL ________ 14) Partnership between societies. The members of the Board of Directors of the society(NNN) NNN-NNNNcanada inc are authorized to conclude an agreement of partnership with the society xxx Safety inc. This does not interfere with the share convention agreement. INITIAL ________ By this signature, the parties state to have understood the importance and implications of the engagement of the shareholder title of the society(NNN) NNN-NNNNcanada inc. Signed at, ________________________ the ‘ _____________________ ____________________________________ Mr xxxx (Shareholder of category (( E )) _____________________________________ Mr xxx (President of the CA and primary shareholder)
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