This document is the Written Resolutions of Sole Member / Members / Shareholders approving resolutions to purchase the target company without holding a General Meeting. By using the document, the members who have the right to attend and vote at a General Meeting of the Company, hereby irrevocably agree to purchase the target company as if they had been passed at a General Meeting of the Company duly convened and held.
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The document titled 'Written Resolutions of Sole Member / Members / Shareholders' is a set of resolutions that are agreed upon by the sole member or members of a company. The document begins with a brief introduction stating the purpose and importance of the resolutions. It then provides a section for the sole member or members to sign and date the document.
The content of the document includes a description of the proposed acquisition of the entire issued share capital of a target company from a seller. The resolutions state that the acquisition is approved by the company and is in its long-term commercial benefit and best interest. The resolutions also authorize directors to sign the necessary documents, execute agreements, and take any other actions necessary to give effect to the acquisition.
The document concludes by ratifying and approving any actions taken by directors and other officers of the company prior to the adoption of these resolutions. If there is an auditor appointed for the company, a copy of the resolution is sent to them for confirmation.
Overall, this document is important as it formalizes the agreement and approval of the acquisition by the sole member or members of the company, ensuring that all necessary steps are taken and authorized.
To use the 'Written Resolutions of Sole Member / Members / Shareholders' document, follow these steps:
1. Read the document carefully to understand its purpose and importance.
2. If you are the sole member of the company, sign the document in the designated space. If there are multiple members, each member should sign the document.
3. If there is an auditor appointed for the company, send a copy of the resolution to them for confirmation.
4. Ensure that the proposed acquisition of the target company's share capital is in the long-term commercial benefit and best interest of the company.
5. Review and approve the documents referred to in the resolutions, subject to any necessary amendments or modifications.
6. Authorize a director to sign the sale and purchase agreement, disclosure letter, and other relevant documents on behalf of the company.
7. Authorize any two directors or a director and the secretary to execute the necessary documents, including those that need to be executed as a deed.
8. Authorize a director to sign any additional documents and perform any other acts necessary to give effect to the acquisition.
9. Ratify, approve, and confirm any actions taken by directors and other officers of the company prior to adopting these resolutions.
By following these steps, you can effectively use the 'Written Resolutions of Sole Member / Members / Shareholders' document to formalize the approval and agreement for the acquisition of the target company's share capital.