Minutes of Board of Directors of a subsidiary to approve the changes in a sale of the Parent Company from the Seller to the Buyer.
It was explained that an agreement (the "Sale and Purchase Agreement") had been entered into between the Seller and the Buyer relating to the sale of the entire issued share capital of Parent to the Buyer. The Directors were being asked to approve certain matters connected with the Sale and Purchase Agreement. It was noted that most of the approvals being sought would take effect only upon completion of the Sale and Purchase Agreement and that Completion would for this purpose be deemed to have occurred upon delivery to the Buyer (or its nominee) in respect of duly executed share transfers in respect of the entire issued share capital of Parent.
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.