Finance Mergers & Acquisitions (M&A) Resolution
[Your Company Name]
[Your Company Address]
[Date]
Section 1: Introduction and Overview
Resolution Title: Finance Mergers & Acquisitions Resolution
Resolution Number: [Resolution Number]
Date of Resolution: [MM-DD-YYYY]
Board Meeting Date: [MM-DD-YYYY]
This resolution is made to outline the intent and agreement of [Your Company Name] ("The Company") to enter into a merger and acquisition agreement with [Your Partner Company Name / Second Party] ("The Partner Company"). This document serves as a formal declaration of the Company's commitment to the merger or acquisition process, subject to the terms and conditions herein.
Section 2: Authorization of the Merger or Acquisition
Resolved, that the Board of Directors of [Your Company Name] hereby authorizes the merger or acquisition with [Your Partner Company Name / Second Party]. The Company's management is directed to proceed with the necessary due diligence, negotiations, and preparations required to facilitate this merger or acquisition.
Further Resolved, that the Company's management is hereby authorized to engage financial advisors, legal counsel, and other professional services as deemed necessary to effectively execute the merger or acquisition process.
Section 3: Terms and Conditions
Resolved, that the merger or acquisition shall be subject to the following terms and conditions:
Valuation and Consideration: The valuation of both companies shall be conducted by an independent third-party, and the consideration for the merger or acquisition shall be agreed upon based on this valuation.
Due Diligence: Comprehensive due diligence shall be conducted by both parties to assess financial, operational, legal, and regulatory aspects.
Regulatory Compliance: All actions taken with regard to this merger or acquisition shall be in compliance with applicable laws and regulations.
Confidentiality: All discussions and negotiations shall be conducted under strict confidentiality until a formal announcement is made.
Integration Plan: A detailed integration plan shall be developed, addressing operational, cultural, and strategic alignment.
Section 4: Execution and Implementation
Resolved, that upon successful negotiations and agreement on the terms and conditions, the Company's management is authorized to execute the merger or acquisition agreement with [Your Partner Company Name / Second Party]. The management is further directed to take all necessary steps for the effective implementation of the merger or acquisition, including but not limited to, the integration of operations, personnel, and systems.
Section 5: Conclusion and Ratification
Resolved, that this resolution shall be effective immediately upon its adoption by the Board of Directors of [Your Company Name]. The Board hereby ratifies and confirms all lawful actions taken by the Company's management in pursuit of this merger or acquisition, consistent with the terms of this resolution.
[Your Name]
[Your Job Title]
Signature: [Your Signature]
Date: [MM-DD-YYYY]
