99(1)An otherwise lawful written agreement among all the shareholders of a corporation, or among all the shareholders and one or more persons who are not shareholders, that restricts in whole or in part the powers of the directors to manage, or supervise the management of, the business and affairs of the corporation is valid.

99(2)A unanimous shareholder agreement may provide that any amendment of the unanimous shareholder agreement may be effected in the manner specified in the agreement.

99(3)If a person who is the beneficial owner of all the issued shares of a corporation makes a written declaration that restricts in whole or in part the powers of the directors to manage, or supervise the management of, the business and affairs of the corporation, the declaration is deemed to be a unanimous shareholder agreement.

99(4)A purchaser or transferee of shares subject to a unanimous shareholder agreement shall be deemed to be a party to the agreement.

99(5)A shareholder who is a party to a unanimous shareholder agreement has all the rights, powers, duties and liabilities of a director of a corporation, whether arising under this Act or otherwise, including any defences available to the directors, to which the agreement relates to the extent that the agreement restricts the discretion or powers of the directors to manage, or supervise the management of, the business and affairs of the corporation and the directors are relieved of their duties and liabilities to the same extent.

99(6)Nothing in this section prevents shareholders from fettering their discretion when exercising the powers of directors under a unanimous shareholder agreement.

99(7)A close corporation by-law under section 78 of the Companies Act shall be deemed to be a unanimous shareholder agreement for the purposes of this Act.

99(8)If a unanimous shareholder agreement is in effect when a person who was not otherwise a party to the agreement acquires a share of the corporation,

99(9)If a person referred to in subsection (8) is a purchaser for value without notice of the unanimous shareholder agreement and the security certificate, if any, did not contain reference to the unanimous shareholder agreement, the person may, within 60 days after the person actually receives a complete copy of the agreement, send to the corporation and, if applicable, the transferor, a notice of objection.

99(10)If a person sends a notice of objection under subsection (9), that person is entitled to

99(1)A written agreement between two or more shareholders may provide that in exercising voting rights the shares held by them shall be voted as therein provided.

99(2)An otherwise lawful written agreement among all the shareholders of a corporation, or among all the shareholders and a person who is not a shareholder, that restricts, in whole or in part, the powers of the directors to manage the business and affairs of the corporation is valid.

99(3)Where a person who is the beneficial owner of all the issued shares of a corporation makes a written declaration that restricts in whole or part the powers of the directors to manage the business and affairs of a corporation, the declaration shall be deemed to be a unanimous shareholder agreement.

99(4)A transferee of shares subject to a unanimous shareholder agreement shall be deemed to be a party to the agreement.

99(5)A shareholder who is a party to a unanimous shareholder agreement has all the rights, powers and duties of a director of the corporation and incurs all the liabilities of the directors of the corporation to which the agreement relates to the extent that the agreement restricts the powers of the directors to manage the business and affairs of the corporation, and the directors are thereby relieved of their duties and liabilities to the same extent.

99(6)A close corporation by-law pursuant to section 78 of the Companies Act shall be deemed to be a unanimous shareholder agreement for purposes of this Act.

99(1)A written agreement between two or more shareholders may provide that in exercising voting rights the shares held by them shall be voted as therein provided.

99(2)An otherwise lawful written agreement among all the shareholders of a corporation, or among all the shareholders and a person who is not a shareholder, that restricts, in whole or in part, the powers of the directors to manage the business and affairs of the corporation is valid.

99(3)Where a person who is the beneficial owner of all the issued shares of a corporation makes a written declaration that restricts in whole or part the powers of the directors to manage the business and affairs of a corporation, the declaration shall be deemed to be a unanimous shareholder agreement.

99(4)A transferee of shares subject to a unanimous shareholder agreement shall be deemed to be a party to the agreement.

99(5)A shareholder who is a party to a unanimous shareholder agreement has all the rights, powers and duties of a director of the corporation and incurs all the liabilities of the directors of the corporation to which the agreement relates to the extent that the agreement restricts the powers of the directors to manage the business and affairs of the corporation, and the directors are thereby relieved of their duties and liabilities to the same extent.

99(6)A close corporation by-law pursuant to section 78 of the Companies Act shall be deemed to be a unanimous shareholder agreement for purposes of this Act.