Unanimous Shareholders Agreement among a corporation (holding company) and its shareholders, which is intended to apply to the management and operation of the company's subsidiaries as well as the company itself. One or more shareholders holding at least 75% of voting shares constitute a special majority. Special majority rights include a right of first refusal on minority share transfers (less than 10%), right to carry along minority shareholders on a sale of the company, and a call option to purchase the minority interest on death, disability, termination or change of control of the minority shareholder. Minority shareholders have piggy-back rights for change of control transactions, and a put option to sell their interest on death, disability, termination or change of control of the minority shareholder. Minority shareholders must waive certain dissenting rights. This is a Canadian legal agreement for use in the Province of Ontario, Canada.
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