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1. Company Information: Details of the company passing the resolution, including its full legal name, registration number, and registered office
2. Meeting Details: Date, time, location of the board meeting, and confirmation of quorum
3. Directors Present: List of directors in attendance and those absent, confirming proper notice was given
4. Background: Context of the proposed acquisition and strategic rationale
5. Target Company Details: Information about the company being acquired, including legal name, registration details, and business description
6. Transaction Overview: Key terms of the proposed acquisition including purchase price and payment terms
7. Board Determinations: Board's findings regarding transaction benefits and alignment with company interests
8. Resolutions: Formal decisions of the board, including approval of the acquisition and authorization of specific actions
9. Authority Delegation: Authorization of specific officers to execute documents and take necessary actions
10. Signature Block: Space for Chairman/Secretary signatures and company seal
1. Financing Arrangements: Include when the acquisition requires specific financing approvals or arrangements
2. Regulatory Compliance: Required when the transaction needs specific regulatory approvals (e.g., SCA, Central Bank)
3. Share Capital Changes: Include if the acquisition involves changes to the company's share capital
4. Related Party Disclosures: Required when the acquisition involves related parties under UAE law
5. Post-Closing Integration: Include when board approval for specific post-acquisition integration plans is needed
6. Foreign Ownership Considerations: Required when the transaction involves foreign ownership aspects
1. Schedule 1 - Purchase Agreement: Copy or summary of the main acquisition agreement
2. Schedule 2 - Valuation Report: Summary of independent valuation of target company
3. Schedule 3 - Due Diligence Summary: Key findings from due diligence investigation
4. Schedule 4 - Financial Terms: Detailed breakdown of purchase price, payment terms, and financing structure
5. Schedule 5 - Corporate Structure: Pre and post-acquisition corporate structure charts
6. Appendix A - Board Meeting Minutes: Full minutes of the board meeting where resolution was passed
7. Appendix B - Legal Opinion: Legal counsel's opinion on transaction structure and compliance
8. Appendix C - Regulatory Approvals: Copies or summary of required regulatory approvals
Agreement
Board
Business Day
Chairman
Closing
Closing Date
Company
Company Law
Completion
Consideration
Directors
Effective Date
Executing Officers
Free Zone Authority
Governing Law
Meeting
Purchase Price
Regulatory Approvals
Resolution
SCA
Secretary
Shareholders
Signing Date
Target Business
Target Company
Transaction
Transaction Documents
Transfer
UAE
UAE Central Bank
DED
Quorum Confirmation
Board Authority
Transaction Overview
Purchase Price
Payment Terms
Due Diligence
Regulatory Compliance
Foreign Ownership
Share Transfer
Asset Transfer
Consideration
Execution Authority
Delegation of Powers
Document Authorization
Regulatory Approvals
Corporate Governance
Shareholder Rights
Legal Compliance
Signing Authority
Registration Requirements
Company Seal
Board Attestation
Secretary Certification
Transaction Structure
Conditions Precedent
Post-Closing Requirements
Integration Authority
Financial Services
Technology
Real Estate
Manufacturing
Healthcare
Retail
Energy
Telecommunications
Professional Services
Construction
Hospitality
Transportation and Logistics
Media and Entertainment
Legal
Corporate Governance
Mergers & Acquisitions
Finance
Compliance
Corporate Secretariat
Executive Management
Strategy
Risk Management
Investment
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Board Director
Chairman of the Board
Chief Legal Officer
Head of Mergers & Acquisitions
Chief Strategy Officer
Compliance Officer
Corporate Governance Officer
Managing Director
Executive Director
Investment Director
Legal Director
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