DECLARATION OF THE SOLE SHAREHOLDER
This Declaration of the Sole Shareholder (the “Agreement”) is effective [DATE],
BETWEEN: [YOUR COMPANY NAME] (the "Company"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:
[YOUR COMPLETE ADDRESS]
AND: [SHAREHOLDER NAME] (the "Sole Shareholder"), an individual with his main address located at:
[COMPLETE ADDRESS]
The undersigned sole shareholder of the Corporation hereby declares, pursuant to [CODE/ARTICLE] of the [COUNTRY] [LAW/Business Corporations Act], that the powers of the directors of the Corporation to manage the business and affairs of the Corporation, are hereby removed from the directors and assumed by the sole shareholder of the Corporation, save and except for the following matters:
1. the authorization and execution of all financing documents in connection with the Offer to Finance dated [DATE] addressed to the Corporation by [POTENTIAL INVESTOR];
2. the authorization and execution of all financing documents in connection with the Offer to Finance dated [DATE] addressed to the Corporation by [BANK].;
3. the ratification of all financing documents executed by the Corporation in favour of [COMPANY NAME] pursuant to the Offer to Finance dated [DATE] addressed to the Corporation by [BANK] provided that drawings may be made under the aforesaid facilities only for the purpose of the indirect acquisition of the shares of [COMPANY NAME], and the directors are thereby relieved of their duties and liabilities, including any liabilities under Section [NUMBER] of the Act, to the same extent.
The present declaration will automatically terminate and be of no further force and effect immediately upon the completion of the said indirect acquisition of the shares of [COMPANY NAME].
IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [place of execution] on the date indicated above.
COMPANY SOLE SHAREHOLDER
Authorized Signature Authorized Signature
Print Name and Title Print Name and Title
