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1. Title and Date: Formal title of the resolution, company details, and date of the board meeting
2. Attendance and Quorum: List of directors present, confirmation of proper notice, and verification of quorum requirements being met
3. Preamble: Introduction stating the company's details and the context of the meeting
4. Background: Brief description of the proposed acquisition and its strategic rationale
5. Legal Authority: Reference to relevant provisions of CAMA 2020 and company's articles giving the board authority to approve the acquisition
6. Due Diligence Confirmation: Confirmation that proper due diligence has been conducted and reviewed
7. Key Transaction Terms: Summary of the main terms of the acquisition including purchase price and structure
8. Board Determinations: Statement that the board has considered the transaction and determined it to be in the company's best interests
9. Resolutions: The actual resolutions being passed, written in clear, numbered paragraphs
10. Authorization: Specific authorization for officers to execute documents and take necessary actions
11. Certification: Certification by the Company Secretary or appropriate officer that the resolution is true and accurate
1. Regulatory Approvals: Section addressing specific regulatory approvals needed, used when the acquisition requires approval from SEC, CBN, or other regulatory bodies
2. Financing Arrangements: Details of how the acquisition will be financed, included when the resolution needs to approve specific financing arrangements
3. Share Capital Changes: Required when the acquisition involves changes to the company's share capital structure
4. Conflict of Interest Declarations: Included when any directors have interests to declare in relation to the transaction
5. Post-Acquisition Integration: Optional section outlining key integration plans, included for more complex acquisitions
1. Schedule A - Target Company Details: Detailed information about the company being acquired
2. Schedule B - Transaction Structure: Detailed breakdown of the acquisition structure and consideration
3. Schedule C - Key Terms Summary: Summary of key terms from the main acquisition agreement
4. Appendix 1 - Due Diligence Summary: Summary of key findings from due diligence investigations
5. Appendix 2 - Valuation Report Summary: Summary of independent valuation report if applicable
6. Appendix 3 - Financial Impact Analysis: Analysis of the acquisition's financial impact on the company
Agreement
Board
Board Meeting
CAMA
CAC
Closing Date
Company
Consideration
Directors
Due Diligence
Effective Date
Executing Officers
Purchase Price
Regulatory Approvals
Resolution
SEC
Sellers
Share Purchase Agreement
Shares
Signing Date
Target Company
Transaction Documents
Transfer
Quorum
Quorum Confirmation
Authority and Powers
Transaction Approval
Purchase Consideration
Due Diligence Confirmation
Authorization of Actions
Document Execution
Regulatory Compliance
Officer Empowerment
Financial Terms
Transaction Structure
Integration Approval
Regulatory Filings
Certification
Corporate Seal Usage
Secretary Authorization
Legal Compliance
Record Keeping
Notice Requirements
Financial Services
Manufacturing
Technology
Real Estate
Energy
Telecommunications
Healthcare
Retail
Agriculture
Mining
Construction
Transportation
Professional Services
Education
Legal
Corporate Secretariat
Board of Directors
Executive Management
Mergers & Acquisitions
Finance
Compliance
Corporate Affairs
Risk Management
Strategy
Chief Executive Officer
Managing Director
Company Secretary
Chief Financial Officer
Legal Director
Corporate Governance Officer
Board Chairman
Non-Executive Director
Executive Director
Chief Legal Officer
Head of Mergers & Acquisitions
Chief Operating Officer
Corporate Affairs Manager
Compliance Officer
Risk Manager
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