Draft Board Resolution For Approval Of Share Purchase Agreement

For the validity of a transfer of registered shares (nominal shares; Name appeals) a decision in the form of this proposal is necessary where the statutes have a limit on portability (vinculation; Article 685 ter of Swiss obligation law (CO). On the basis of Article 716 CO, the Board of Directors is the competent body that approves (or rejects) share transfers. However, please note that the statutes may also delegate this obligation to management (management; management) or to the general meeting (general meeting). The decision in this proposal can be made either in the form of a minutes of a physical meeting or in the form of a full decision of the Board of Directors. “DE DETERMINED that, in accordance with the provisions of Section 179 (3)e) and all other applicable provisions of the Corporations Act, 2013, with the rules provided for (including legislative amendments or decrees that are in effect at this time) and subject to the limits set out in Section 186, which are applicable to Rule 11 -13 of the companies (board meetings and their powers), 2014 and the provisions of the company`s statutes, the approval of the company`s board of directors and is heres` approval and is heresy.” []in the purchase of []shares/preferred shares of [`] Limited [`name of the transferor`] company, a company [Public/Private] Limited Company with CIN []; RESOLVED THAT the company`s name and designation of the authorized person be authorized, on behalf of the company, to carry out the G.S.O., including the signing of letters, declarations, agreements and other documents that the company could sign with respect to the OSG and to do all the necessary acts, acts and things to implement it in the same manner. In addition to the company`s approval (if the shares are limited in a transferable manner), other acts and/or documents are necessary to enable the legal transfer of registered shares: RESOLVED FURTHER That the proposed share purchase agreement (“SPA”) between the company and [name of ceding/ceding/companies], as presented to the Board of Directors and initiated by the Chair for identification purposes;

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