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Finance & AccountingFinancing

Board Resolution Approving Rights Offering

This template is a formal record of a board meeting where the directors approve a rights offering to existing shareholders, detailing the terms and conditions of the offering.

Updated 16d ago
board resolutionrights offeringfinancingshareholderscorporate governanceequity finance

{{company_name}}

{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Board Resolution Approving Rights Offering

Board Resolution Approving Rights Offering

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

BOARD RESOLUTION APPROVING RIGHTS OFFERING

PASSED on this {{day}} day of {{month}}, {{year}}

WHEREAS

The Board of Directors (the "Board") of {{company_name}} (the "Company") has determined that it is in the best interest of the Company to raise additional capital to fund its strategic initiatives and operations.

The Board has considered various financing options and has concluded that a rights offering to its existing shareholders is the most appropriate and equitable method for raising the required capital at this time.

DEFINITIONS

"Eligible Shareholder" means a holder of ordinary shares of the Company as of the record date.

"Rights Offering" means the offering of subscription rights to Eligible Shareholders to purchase additional ordinary shares of the Company.

"Subscription Right" means the right granted to an Eligible Shareholder to subscribe for additional ordinary shares at a predetermined price.

RESOLVED, THAT

The Company shall conduct a Rights Offering to its Eligible Shareholders (as defined below) to subscribe for up to {{number_of_shares}} new ordinary shares of the Company (the "New Shares").

Each Eligible Shareholder shall be granted {{number_of_rights}} Subscription Rights for every {{number_of_shares_held}} ordinary shares held as of the record date, entitling the holder to subscribe for {{number_of_new_shares}} New Shares for every {{number_of_rights_exercised}} Subscription Rights exercised.

The subscription price for each New Share shall be {{currency}} {{subscription_price}} ({{written_subscription_price}}).

The record date for determining Eligible Shareholders entitled to participate in the Rights Offering shall be {{record_date}} at {{record_time}}.

The Rights Offering shall commence on {{commencement_date}} and expire on {{expiration_date}} at {{expiration_time}} (the "Expiration Date").

FURTHER RESOLVED, THAT

The Board hereby authorizes and directs the officers of the Company to take all necessary actions to implement and complete the Rights Offering, including but not limited to, preparing and filing all required documentation with relevant regulatory authorities, appointing a subscription agent, and providing all necessary notices to shareholders.

The Board further authorizes the officers of the Company to determine the final terms and conditions of the Rights Offering, including the final number of New Shares to be issued, the subscription price, and the allocation of any oversubscription rights, subject to applicable law and the terms of this resolution.

The proceeds from the Rights Offering shall be used primarily for {{purpose_of_funds}}.

APPROVAL OF DOCUMENTS

The Board hereby approves the form and substance of the Rights Offering Circular (or equivalent offering document) and any other related documents, and authorizes the officers of the Company to make any necessary amendments thereto to ensure compliance with applicable laws and regulations and to reflect the final terms of the Rights Offering.

INDEMNIFICATION

The Company shall indemnify and hold harmless the directors, officers, and agents of the Company from and against any and all liabilities, costs, and expenses incurred in connection with the Rights Offering, to the fullest extent permitted by law and the Company's articles of incorporation and bylaws.

CERTIFICATION

We, the undersigned, being all the directors of {{company_name}}, hereby certify that the foregoing resolutions were duly passed at a meeting of the Board of Directors of the Company duly convened and held on the date first above written, and are in full force and effect.

SIGNATURES

___________________________

Director Name: {{director_name_1}}

Date: {{date_1}}

___________________________

Director Name: {{director_name_2}}

Date: {{date_2}}

___________________________

Director Name: {{director_name_3}}

Date: {{date_3}}

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