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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Company Details: Full legal name and registration number of the company passing the resolution
3. Meeting Details: Confirmation of proper notice, quorum, and meeting validity
4. Directors Present: List of directors in attendance and those absent with or without apologies
5. Chairperson: Identity of the person chairing the meeting
6. Background: Context of the proposed share acquisition including business rationale
7. Transaction Details: Specific details of the share acquisition including number of shares, price, and target company details
8. Board Deliberation: Summary of the board's consideration of the transaction
9. Resolution Statements: The formal 'RESOLVED' statements detailing the approved actions
10. Authorization: Specific powers granted to officers to execute the transaction
11. Certification: Certification of the resolution's validity by the company secretary
1. Regulatory Compliance: Required when the acquisition needs specific regulatory approvals (e.g., SEC, FCCPC)
2. Condition Precedents: Include when the share acquisition is subject to specific conditions being met
3. Financing Details: Required when the resolution needs to address the funding mechanism for the acquisition
4. Conflict of Interest Declarations: Include when any director has a direct or indirect interest in the transaction
5. Risk Assessment: Optional section detailing the board's consideration of transaction risks
6. Related Party Disclosure: Required when the acquisition involves related parties
1. Share Purchase Details: Detailed breakdown of shares to be acquired, including class, rights, and consideration
2. Target Company Information: Key information about the company whose shares are being acquired
3. Due Diligence Summary: Summary of key findings from due diligence investigation
4. Authorized Signatories: List of persons authorized to execute documents related to the acquisition
5. Required Regulatory Filings: List of necessary regulatory filings and approvals
6. Board Meeting Attendance Register: Signed attendance record of the board meeting
Agreement
Board
Board Meeting
CAMA
Company
Consideration
Corporate Affairs Commission
Directors
Effective Date
Meeting
Purchase Price
Quorum
Resolution
Sale Shares
SEC
Securities
Share Certificate
Share Purchase Agreement
Shareholders
Shares
Target Company
Transaction
Transfer
Authorized Representatives
Business Day
Completion Date
Conditions Precedent
Governing Law
Material Adverse Change
Regulatory Approvals
Signing Date
Subscription Amount
Transfer Documents
Quorum Confirmation
Purpose of Meeting
Transaction Overview
Share Details
Consideration
Due Diligence Approval
Transaction Authorization
Execution Authority
Regulatory Compliance
Document Execution
Financial Authority
Corporate Secretary Authorization
Regulatory Filings
Share Transfer Process
Condition Precedents
Related Party Disclosures
Conflict of Interest
Board Approval
Certification
Financial Services
Manufacturing
Technology
Energy
Telecommunications
Real Estate
Healthcare
Consumer Goods
Agriculture
Mining
Professional Services
Transportation
Construction
Media and Entertainment
Legal
Corporate Secretariat
Board of Directors
Executive Management
Compliance
Finance
Mergers & Acquisitions
Corporate Governance
Risk Management
Investment
Chief Executive Officer
Managing Director
Company Secretary
Legal Counsel
Corporate Governance Officer
Chief Financial Officer
Board Director
Compliance Officer
Corporate Secretary
Investment Manager
Mergers & Acquisitions Director
General Counsel
Executive Director
Non-Executive Director
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