This document can be used as a template for Board Minutes of Meetings of Directors of a Parent Company to approve a sale of Subsidiary to a Buyer. It is resolved that the sale contemplated is approved and the director is authorised to sign any documents or take any actions to give effect to the resolutions.
It notes down the specifics of the meeting, and 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.
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 also 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.
This document should be circulated among and carefully read by the relevant parties.
This document should be signed by the Chairperson of the Meeting or the authorised Director(s) of the Company.
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