Board of Directors’ Resolutions – Sale/Purchase
RESOLVED, that subject to the approval of its shareholders, the Corporation enter into the proposed
Assets Purchase Agreement by and among XYZ Corporation (Seller), John Doe and Richard Roe
(Shareholders) and ABC Corporation (Purchaser) and all of the other documents referred to therein,
including such other instruments and documents necessary and proper to consummate the closing of the
transaction contemplated by the Assets Purchase Agreement; and it is further
RESOLVED, that the President and Secretary of the Corporation are each directed and authorized to take
all necessary steps and to execute all necessary documents to effectuate this (sale/purchase) under the
terms of the Assets Purchase Agreement.
                                                                       l e
                                                                   hase
                               Shareholders’ Resolution – Sale/Purchase
                                                         ts Purchase Agreeme
RESOLVED, that the Corporation enter into a proposed Assets          Agreemen
                                                                     Agreement by and among XYZ
                                          p
                                                         ers) and ABC Corpora
                                                   reholders)
Corporation (Seller), John Doe and Richard Doe (Shareholders)                 tion (Purchaser) and all
                                                                      Corporation
                                        m
                                              cludingg such other instrumen
of the other documents referred to therein, including             instruments and documents necessary and
                                            saction contemplated by
proper to consummate the closing of the transaction              b the Assets Purchase Agreement; and
                                      a
it is further
                            S
                hee board of directors of the
RESOLVED, that the                        th Cor
                                              Corporation be and they hereby are directed and
authorized to take suchh action as may be necessary
                                          necess    to effectuate this (sale/purchase) under the terms of
                         ment.
                        ement.
the Assets Purchase Agreement.