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Board Resolution For Acquisition Of Shares
"Need to draft a Board Resolution For Acquisition Of Shares for our UAE technology company's purchase of 60% shareholding in a local software development firm, with the transaction valued at AED 15 million and expected to close by March 2025."
1. Company Details: Full legal name of the company, commercial registration number, and registered office address
2. Meeting Details: Date, time, location of the board meeting, and confirmation of quorum
3. Attendance: List of present board members, apologies, and other attendees
4. Chairman and Secretary: Identification of the meeting's chairman and appointed secretary
5. Background: Brief description of the proposed share acquisition and its strategic rationale
6. Transaction Details: Specific details of the share acquisition including number of shares, price, and seller information
7. Board Determinations: Confirmation that the transaction is in the company's best interests and within its powers
8. Resolutions: Formal resolutions approving the acquisition and related matters
9. Authorization: Empowerment of specific individuals to execute documents and take necessary actions
10. Closing: Signature block for chairman and secretary certification
1. Regulatory Approvals: Required when the acquisition needs specific regulatory clearances (e.g., SCA approval for listed companies)
2. Financing Arrangements: Included when the acquisition requires new financing or affects existing financing arrangements
3. Related Party Disclosures: Required when the acquisition involves related parties under UAE Companies Law
4. Competition Law Considerations: Needed for large acquisitions that may trigger competition law thresholds
5. Foreign Ownership Considerations: Required when the acquisition involves foreign investors or affects foreign ownership ratios
6. Conditions Precedent: Included when the acquisition approval is subject to specific conditions being met
1. Share Purchase Agreement: Draft or final version of the share purchase agreement to be approved
2. Valuation Report: Independent valuation report supporting the acquisition price (if applicable)
3. Due Diligence Summary: Summary of key findings from due diligence investigations
4. Financial Impact Analysis: Analysis of the acquisition's impact on the company's financial position
5. Regulatory Filings: Copies of required regulatory notifications or applications
6. Corporate Authority Documents: Evidence of authority to execute the transaction (e.g., POAs, delegations)
Authors
Agreement
Board
Business Day
Chairman
Company
Completion
Completion Date
Consideration
Directors
Encumbrance
Purchase Price
Regulatory Approvals
Sale Shares
Seller
Share Purchase Agreement
Shareholders
Target Company
Transaction Documents
Transfer
UAE
UAE Companies Law
SCA
DED
Articles of Association
Conditions Precedent
Related Party
Economic Substance Regulations
Ultimate Beneficial Owner
Quorum
Meeting Details
Quorum Declaration
Chairman Appointment
Meeting Notice
Share Acquisition Approval
Transaction Terms
Purchase Price
Payment Terms
Due Diligence
Regulatory Compliance
Competition Law Compliance
Foreign Ownership Compliance
Corporate Benefit
Authority to Execute
Signatory Authorization
Document Execution
Further Assurance
Related Party Disclosure
Financing Approval
Conditions Precedent
Legal Requirements
Registration Requirements
Certification
Financial Services
Real Estate
Technology
Manufacturing
Healthcare
Retail
Energy
Transportation
Telecommunications
Professional Services
Construction
Hospitality
Education
Media and Entertainment
Legal
Corporate Governance
Board Secretariat
Compliance
Finance
Corporate Affairs
Investment
Mergers & Acquisitions
Risk Management
Strategy
Chief Executive Officer
Chief Financial Officer
Board Member
Company Secretary
General Counsel
Legal Director
Corporate Governance Officer
Compliance Officer
Chief Investment Officer
Head of Mergers & Acquisitions
Corporate Secretary
Managing Director
Executive Director
Board Chairman
Chief Legal Officer
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