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Board Resolution For Sale Of Company
"I need a Board Resolution for Sale of Company for my Canadian technology startup being sold to a US-based competitor, with the transaction expected to close by March 2025; the resolution should include specific provisions for cross-border regulatory approvals and intellectual property transfer authorizations."
1. Header Information: Company name, registration number, and date of the resolution
2. Meeting Details: Date, time, location, and type of meeting (regular/special)
3. Attendance and Quorum: List of directors present and confirmation of quorum requirements being met
4. Chairperson: Identification of the meeting's chairperson
5. Recitals: Background information explaining the context and reason for the sale
6. Transaction Overview: Brief description of the proposed sale transaction
7. Key Terms: Summary of the essential terms of the sale
8. Board Determinations: Statement that the board has determined the sale is in the company's best interests
9. Primary Resolutions: The main resolutions approving the sale and authorizing specific actions
10. Authorization of Officers: Specific authority granted to named officers to execute documents
11. Further Actions: Authorization for additional steps needed to complete the transaction
12. Certification: Secretary's certification of the resolution's accuracy and adoption
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
Authors
Technology
Manufacturing
Retail
Financial Services
Healthcare
Energy
Real Estate
Transportation
Telecommunications
Professional Services
Mining
Agriculture
Entertainment
Construction
Hospitality
Legal
Corporate Governance
Executive Leadership
Board of Directors
Corporate Secretariat
Compliance
Finance
Risk Management
Mergers & Acquisitions
Corporate Affairs
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Board Director
Chairman of the Board
General Counsel
Chief Legal Officer
Chief Operating Officer
Corporate Governance Officer
Compliance Officer
Board Committee Chairs
Managing Director
Company Secretary
Executive Director
Chief Risk Officer
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