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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Attendance and Quorum: List of directors present, confirmation of quorum as per company's articles
3. Notice and Meeting Details: Confirmation that proper notice was given and meeting was duly convened
4. Background: Context of the proposed takeover, including company details and transaction rationale
5. Transaction Overview: Key terms of the takeover including purchase price, structure, and target company details
6. Board Considerations: Summary of factors considered by the board including valuation, strategic fit, and due diligence findings
7. Declarations of Interest: Disclosure of any directors' interests in the transaction
8. Main Resolutions: Formal approval of the takeover and authorization of specific actions
9. Implementation Authority: Authorization of specific officers to execute documents and take necessary actions
10. Regulatory Compliance: Acknowledgment of regulatory requirements and approvals needed
11. Certification: Secretary's certification of the resolution's authenticity
1. Specific Conditions Precedent: Used when there are specific conditions that must be met before proceeding with the takeover
2. Financing Arrangements: Include when the takeover involves specific financing arrangements that need board approval
3. Employee Matters: Required when specific decisions about employee retention or restructuring need board approval
4. Post-Acquisition Integration: Include when board needs to approve specific integration plans
5. Risk Mitigation Measures: Used when specific risk management strategies need to be documented
6. Stock Exchange Requirements: Required for listed companies subject to stock exchange regulations
1. Schedule A - Transaction Structure: Detailed breakdown of the takeover structure and mechanics
2. Schedule B - Financial Terms: Detailed financial terms including purchase price calculation and payment terms
3. Schedule C - Key Transaction Documents: List of principal documents requiring execution
4. Schedule D - Required Regulatory Approvals: List of regulatory approvals needed and status
5. Appendix 1 - Board Meeting Attendance Register: Signed attendance record of the board meeting
6. Appendix 2 - Supporting Documents: Key documents referenced in the resolution including valuation reports or due diligence summaries
Board
Board Meeting
CAC
CAMA
Company
Completion Date
Consideration
Director
Effective Date
FCCPC
Implementation Date
ISA
Material Adverse Change
Purchase Price
Quorum
Regulatory Approvals
Resolution
SEC
Secretary
Shareholders
Target Company
Transaction
Transaction Documents
Transfer Date
Quorum Confirmation
Notice Compliance
Transaction Overview
Due Diligence Findings
Financial Considerations
Strategic Rationale
Regulatory Compliance
Directors' Interests
Board Approval
Transaction Authorization
Execution Authority
Document Approval
Regulatory Filings
Corporate Seal Usage
Officer Authorization
Implementation Powers
Further Assurance
Secretary Certification
Conditions Precedent
Signatory Authorization
Record Filing
Legal Compliance
Share Transfer Authorization
Banking and Financial Services
Manufacturing
Oil and Gas
Telecommunications
Real Estate
Technology
Fast-Moving Consumer Goods
Healthcare
Agriculture
Mining
Insurance
Retail
Energy
Construction
Transportation and Logistics
Legal
Corporate Secretariat
Board Secretariat
Compliance
Finance
Corporate Strategy
Mergers & Acquisitions
Risk Management
Corporate Governance
Investor Relations
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
Compliance Officer
Corporate Strategy Director
Mergers & Acquisitions Director
Investment Relations Officer
Risk Management Officer
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