1. Conflicts of Interest: Required when any director has declared a conflict regarding the transaction

2. Shareholder Approval: Needed when shareholder approval is required for the transaction

3. Regulatory Approvals: Required when specific regulatory clearances are needed

4. Special Conditions: Included when there are specific conditions that must be met before closing

5. Subsidiary Resolutions: Required when the sale involves subsidiary companies

6. Foreign Investment Considerations: Needed when the sale involves foreign buyers or Investment Canada Act requirements

1. Schedule A - Purchase Agreement Summary: Key terms and conditions of the purchase agreement

2. Schedule B - Transaction Structure: Detailed outline of the sale structure and steps

3. Schedule C - Officer Authorization List: Specific list of authorized officers and their powers

4. Schedule D - Required Regulatory Filings: List of all regulatory approvals and filings required

5. Appendix 1 - Board Meeting Minutes: Minutes of the board meeting where the resolution was passed

6. Appendix 2 - Fairness Opinion: If obtained, independent opinion on transaction fairness

7. Appendix 3 - Valuation Report: Summary of company valuation used in determining sale price