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Board Of Directors' Resolution For Acceptance Of Offer To Purchase Corporate Assets
BOARD OF DIRECTORS' RESOLUTION FOR ACCEPTANCE OF OFFER TO PURCHASE CORPORATE ASSETS SUBJECT TO SHAREHOLDERS' APPROVAL
WHEREAS, [Name of Corporation] Corporation, hereinafter referred to as "Corporation" has received an offer from [Name of Buyer] Corporation, hereinafter referred to as "Buyer", dated on [Date of offer], to purchase all of said Corporation's real, personal, tangible and intangible property and assets on the terms and conditions set forth in the attached proposal dated [Date of proposal], and, whereas, the Board of Directors of said Corporation has agreed to accept the aforementioned offer, it is hereby
RESOLVED that, subject to the approval of said Corporation's shareholders, the offer made by Buyer and attached to the minutes of this meeting, is hereby accepted, and it is
FURTHER RESOLVED, that the Secretary of this Corporation is hereby directed to call a special meeting of the shareholders of this Corporation, in accordance with law and the Bylaws of this Corporation, to act on this resolution of the board of directors, and the Secretary is further directed to give notice that the special meeting of shareholders will be held at the following time, date, and location:
Time: [Time of special meeting]
Date: [Date of special meeting]
Place: [Place of special meeting], And it is
FURTHER RESOLVED, that the President and Secretary of said Corporation are directed to make, execute, and deliver the aforementioned agreement immediately upon the adoption of a resolution by the shareholders of this Corporation authorizing the Corporation to accept the aforementioned offer of Buyer.
The undersigned, [Secretary of Corporation], certifies that he or she is the duly appointed Secretary of Corporation and that the above is a true and correct copy of a resolution duly adopted at a meeting of the directors thereof, convened and held in accordance with law and the Bylaws of said Corporation on [Date of resolution], and that such resolution is now in full force and effect.
IN WITNESS THEREOF, I have affixed my name as Secretary of [Name of Corporation] Corporation and have attached the seal of [Name of Corporation] Corporation to this resolution.
Dated: [Date signed]
Secretary