BOARD RESOLUTION - APPROVAL OF ACQUISITION

[COMPANY NAME], a Delaware Corporation

I. DOCUMENT HEADER

Document Type:
☐ Minutes of a Special Meeting of the Board of Directors
☐ Unanimous Written Consent of the Board of Directors in Lieu of Meeting

Corporation: [COMPANY NAME], a Delaware corporation (the "Company")
Date: [DATE]
Effective Time: [TIME] [TIME ZONE]

II. RECITALS

WHEREAS, the Board of Directors (the "Board") of the Company has been presented with a proposal for the Company to acquire [TARGET COMPANY NAME], a [STATE] [corporation/limited liability company] (the "Target"), or certain assets of the Target;

WHEREAS, pursuant to DGCL Section 122(4), the Company has the power to purchase, receive, take, or otherwise acquire real or personal property, or any interest therein, and to sell, convey, lease, exchange, transfer, or otherwise dispose of the same;

WHEREAS, pursuant to DGCL Section 141(a), the business and affairs of the Company shall be managed by or under the direction of the Board;

WHEREAS, the Board has reviewed and considered:
(a) The proposed acquisition structure and transaction documents;
(b) The strategic rationale for the acquisition;
(c) The purchase price and payment terms;
(d) Due diligence findings regarding the Target;
(e) The financial analysis and/or fairness opinion;
(f) The potential risks and benefits to the Company and its stockholders;

WHEREAS, the Board has determined that the acquisition is in the best interests of the Company and its stockholders;

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby adopts the following resolutions:

III. ACQUISITION STRUCTURE

3.1 Type of Acquisition

☐ Stock Purchase (acquisition of Target's equity interests)
☐ Asset Purchase (acquisition of specified Target assets)
☐ Merger (see Board Resolution - Approve Merger)
☐ Tender Offer followed by Back-End Merger

3.2 Parties to the Transaction

• Acquirer (Company): [COMPANY NAME], a Delaware corporation
• Target: [TARGET NAME], a [STATE] [entity type]
• Target Stockholders/Members (if stock purchase): [LIST OR REFER TO SCHEDULE]

3.3 Assets/Interests to be Acquired

For Stock Purchase:
- [NUMBER] shares of [CLASS] stock of Target, representing [PERCENTAGE]% of outstanding shares
- ☐ All outstanding shares (100% acquisition)
- ☐ Majority interest ([PERCENTAGE]%)
- ☐ Minority interest ([PERCENTAGE]%)

For Asset Purchase:
☐ All or substantially all assets of Target
☐ Specific assets only, including:
- ☐ Real property: [DESCRIPTION]
- ☐ Personal property: [DESCRIPTION]
- ☐ Intellectual property: [DESCRIPTION]
- ☐ Contracts: [DESCRIPTION]
- ☐ Inventory: [DESCRIPTION]
- ☐ Accounts receivable: [DESCRIPTION]
- ☐ Goodwill and going concern value
- ☐ Other: [DESCRIPTION]

Excluded Assets (if asset purchase):
- [LIST EXCLUDED ASSETS]

Assumed Liabilities:
☐ None (clean asset purchase)
☐ Specified liabilities only: [DESCRIPTION]
☐ All liabilities except: [DESCRIPTION]

IV. PURCHASE PRICE AND CONSIDERATION

4.1 Total Purchase Price

Base Purchase Price: $[AMOUNT]

4.2 Form of Consideration

☐ Cash: $[AMOUNT]
☐ Company Stock: [NUMBER] shares of [CLASS] Stock, valued at $[AMOUNT]
☐ Promissory Note: $[AMOUNT], bearing interest at [RATE]%, payable over [TERM]
☐ Assumption of Liabilities: $[AMOUNT] (estimated value)
☐ Earnout: Up to $[AMOUNT] based on [PERFORMANCE METRICS]
☐ Other: [DESCRIBE]

4.3 Purchase Price Adjustments

☐ Working capital adjustment
☐ Net asset adjustment
☐ Debt-like items deduction
☐ Cash-like items addition
☐ Other: [DESCRIBE]

4.4 Escrow/Holdback

• Escrow Amount: $[AMOUNT] ([PERCENTAGE]% of purchase price)
• Escrow Period: [DURATION]
• Escrow Agent: [NAME]
• Purpose: Indemnification claims, purchase price adjustments

V. OPERATIVE RESOLUTIONS

5.1 Approval of Acquisition

RESOLVED, that the Board hereby approves the acquisition of [TARGET] [through the purchase of [PERCENTAGE]% of its outstanding equity interests / through the purchase of [substantially all of its / specified] assets], on the terms and conditions set forth in the [Stock Purchase Agreement / Asset Purchase Agreement] (the "Acquisition Agreement"), substantially in the form attached hereto as Exhibit A;

5.2 Determination of Advisability

RESOLVED FURTHER, that the Board has determined that the Acquisition Agreement and the transactions contemplated thereby are advisable and fair to, and in the best interests of, the Company and its stockholders;

5.3 Approval of Purchase Price

RESOLVED FURTHER, that the Board hereby approves the purchase price of $[AMOUNT], subject to adjustments as set forth in the Acquisition Agreement, and determines that such purchase price represents fair value for the assets/interests to be acquired;

5.4 Execution of Acquisition Agreement

RESOLVED FURTHER, that any Authorized Officer is hereby authorized to execute and deliver the Acquisition Agreement on behalf of the Company, together with any amendments, exhibits, schedules, disclosure schedules, and ancillary documents thereto;

5.5 Financing Authorization

RESOLVED FURTHER, that the Authorized Officers are hereby authorized to:
(a) Negotiate and execute credit agreements, loan agreements, or other financing arrangements in an aggregate principal amount not to exceed $[AMOUNT];
(b) Grant security interests in Company assets as collateral for such financing;
(c) Execute promissory notes, guarantees, and related documents;
(d) Take all actions necessary to complete such financing;

5.6 Issuance of Stock (if stock consideration)

RESOLVED FURTHER, that pursuant to DGCL Sections 151 and 152, the Board hereby authorizes the issuance of [NUMBER] shares of [CLASS] Stock of the Company to [TARGET STOCKHOLDERS/SPECIFIED PERSONS] as partial consideration for the acquisition, and determines that the consideration to be received for such shares is adequate;

5.7 Ancillary Agreements

RESOLVED FURTHER, that the Authorized Officers are hereby authorized to negotiate, execute, and deliver such ancillary agreements as may be necessary or appropriate in connection with the acquisition, including but not limited to:
(a) Employment agreements or offer letters;
(b) Non-competition and non-solicitation agreements;
(c) Consulting agreements;
(d) Escrow agreements;
(e) Transition services agreements;
(f) License agreements;
(g) Assignment and assumption agreements;
(h) Bills of sale;
(i) Intellectual property assignment agreements;

5.8 Regulatory Filings

RESOLVED FURTHER, that the Authorized Officers are hereby authorized to:
(a) Prepare and file Hart-Scott-Rodino premerger notification if required under 15 U.S.C. Section 18a;
(b) Make any required filings with the SEC;
(c) Obtain any required regulatory approvals, consents, or clearances;
(d) Make any other filings required under applicable federal, state, or foreign law;

5.9 Third-Party Consents

RESOLVED FURTHER, that the Authorized Officers are hereby authorized to seek and obtain any third-party consents required to consummate the acquisition or to assume contracts being acquired;

5.10 Post-Closing Integration

RESOLVED FURTHER, that the Authorized Officers are hereby authorized to take all actions necessary to integrate the acquired business or assets into the Company's operations, including but not limited to:
(a) Transferring employees to the Company's payroll;
(b) Integrating information technology systems;
(c) Consolidating facilities;
(d) Rebranding as appropriate;

5.11 Authorization of Officers

RESOLVED FURTHER, that the Chief Executive Officer, President, Chief Financial Officer, General Counsel, and Secretary (each, an "Authorized Officer"), acting singly, are hereby authorized and empowered, in the name and on behalf of the Company, to take any and all actions and to execute and deliver any and all documents, instruments, agreements, and certificates as such Authorized Officer may deem necessary, advisable, or appropriate to carry out the purposes of these resolutions;

5.12 Ratification

RESOLVED FURTHER, that all actions heretofore taken by any director, officer, employee, or agent of the Company in connection with the negotiation and preparation of the acquisition and related documents are hereby ratified, confirmed, and approved in all respects.

VI. DUE DILIGENCE CONFIRMATION

The Board confirms that it has received and reviewed satisfactory due diligence regarding:
☐ Corporate organization and good standing of Target
☐ Financial statements (audited and/or unaudited)
☐ Material contracts
☐ Real property and leases
☐ Intellectual property
☐ Employees and employee benefits
☐ Litigation and claims
☐ Environmental matters
☐ Tax compliance
☐ Regulatory compliance
☐ Insurance coverage
☐ Customer and supplier relationships

VII. STOCKHOLDER APPROVAL

☐ Stockholder approval is NOT required for this acquisition
☐ Stockholder approval IS required because: [REASON]
- Special meeting called for [DATE]
- Proxy statement to be distributed

VIII. COMPLIANCE CHECKLIST

☐ Board approval obtained
☐ Due diligence completed
☐ Acquisition Agreement finalized
☐ Disclosure schedules completed
☐ Financing arranged (if applicable)
☐ Hart-Scott-Rodino filing (if required based on size thresholds)
☐ Regulatory approvals obtained
☐ Third-party consents obtained
☐ Stockholder approval (if required)
☐ Closing conditions satisfied
☐ Funds transferred / stock issued
☐ Assignment documents executed
☐ Post-closing filings completed

IX. GOVERNING LAW

This resolution shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles.

X. EXECUTION

Option A - Unanimous Written Consent

IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of the Company, hereby consent to the adoption of the foregoing resolutions effective as of the date first written above, pursuant to DGCL Section 141(f).

Option B - Meeting Minutes Certification

I, [NAME], Secretary of [COMPANY NAME], hereby certify that the foregoing resolutions were duly adopted by the Board of Directors at a special meeting duly called and held on [DATE], at which a quorum was present and acting throughout.

_________________________________
[NAME], Secretary
Date: ______________

EXHIBITS

Exhibit A - Acquisition Agreement (Stock Purchase or Asset Purchase Agreement)

[Attach]

Exhibit B - Due Diligence Summary

[Attach]

Exhibit C - Financial Analysis/Fairness Opinion (if obtained)

[Attach]

Exhibit D - Form of Ancillary Agreements

[Attach]

LEGAL REFERENCES

• DGCL Section 122 - Specific Powers (including power to acquire property)
• DGCL Section 141 - Board of Directors; Powers
• DGCL Section 144 - Interested Directors; Quorum
• DGCL Section 151 - Classes and Series of Stock
• DGCL Section 152 - Issuance of Stock; Lawful Consideration
• DGCL Section 271 - Sale, Lease, or Exchange of Assets
• MBCA Section 3.02 - General Powers
• MBCA Section 12.02 - Sale of Assets Other Than in Regular Course of Business
• Hart-Scott-Rodino Act - 15 U.S.C. Section 18a

This template is designed for Delaware corporations but may be adapted for MBCA jurisdictions. Acquisitions involve complex legal, tax, accounting, and regulatory considerations. Consult qualified legal, financial, and tax advisors before proceeding.