IT WAS ALSO DECIDED that, for each share sold, an amount of the consideration would be allocated to the capital and that the remaining amount of the consideration paid for each share would be allocated to the surplus; “DECIDED that, in accordance with the provisions of Article 179(3)(e) and any other applicable provision of the Companies Act 2013 in conjunction with the rules contained therein (including any legislative amendment or reintroduction, in force at the moment) and subject to the limits provided for in Article 186 in conjunction with Rules 11 and 13 of the Rules of the Companies (meetings of the Board of Directors and its powers), 2014 and provisions of the articles of association of companies, the approval of the board of directors of the company are and are hereby granted to invest an amount of Rs. [•] to purchase [•] shares/preferred shares of [•] Limited [•][name of acquired company], a [•] limited liability company [public/private] with CIN [•]; IT ALSO DECIDED that the Company as a whole will approve ___ FURTHER RESOLVED that each of the directors of the Company is authorized and responsible for taking all steps that may be necessary and appropriate for such Company to issue and sell the above shares to persons appointed in accordance with applicable federal and state laws. HAS FURTHER DECIDED THAT Mr. / Mrs. [•] [name and designation of authorized person] of the Company and is hereby authorized on behalf of the Company to execute the SPA, including the signing of letters of commitment, declarations, agreements and other documents that the Company is required to sign in connection with the SPA and to do all acts, acts and things that are necessary, to implement them. “Name Number of Shares Consideration and (if not in cash) Fair Value RESOLVED FURTHER that the directors of this Company, and each hereby, are authorized, directed and authorized to provide such consents to the delivery of processes, notices, reports and other documents deemed necessary or appropriate to qualify or register or to exclude or be filed from the qualification or registration of the foregoing. Offer, sale and issuance of shares. FURTHER DECIDED THAT the draft share purchase agreement (“SPA”) between the Company and [•][name(s) of the transferring company(ies)], as submitted to the Board of Directors and initialled by the President for identification purposes, is and will be hereby approved; FURTHER DECIDED that the directors of this corporation, and each hereby, are authorized, authorized and responsible for executing and submitting or causing to be submitted applicable reports on the forms designated by the Department in connection with the above-mentioned issue and sale of its share capital […].
Just another WordPress site