Minutes of Board of Directors of a Parent Company to approve a sale of Subsidiary to a Buyer.
The documents submitted to the meeting were considered. It was reported to the Meeting the background to the sale.
It was explained that completion of the sale (Completion) was conditional on the satisfaction or waiver of a number of conditions precedent contained in the sale and Purchase Agreement.
It was explained that under the terms of the sale and Purchase Agreement the Company was to give certain warranties and indemnities to the Buyer. The liability of the Company under the sale and Purchase Agreement in respect of the warranties was to be limited both under the terms of the sale and Purchase Agreement itself and because of the disclosures made in the Disclosure Letter.
After due consideration of all the documents produced to the Meeting and the information supplied to the Meeting concerning the sale, It was resolved that the terms of the sale were fair and reasonable and in the best interests of the Company and its shareholders.
Any action taken by the director and any other officer of the Company prior to the adoption of these resolutions which is within the authority conferred by the foregoing resolutions is ratified, approved and confirmed.
It notes down the specifics of the meeting (date, time and place), the people who are present (chairperson, director(s)), the people who are in attendance (secretary, attendee(s)), the absentees and whether a quorum was met. It states that due notice of the meeting had been given to all Directors accordingly, and directors who gave notice of a conflict of interest abstained from voting.
sale and purchase,