Provisions in minutes where contract made by promoters is adopted

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Provisions in minutes where contract made by promoters is adopted. On motion of _________, seconded by _________, the agreement, dated _________, between _________ and _________, was placed before the meeting and it was resolved that the agreement, which has now been read at this meeting, insofar as it provides for the purchase by this company of _________ of the _________ properties, businesses and undertakings of _________ is adopted, assumed and taken over by the company. On motion of _________, seconded by _________, the following resolution with reference to the acquisition and adoption by the company of the agreement of _________ made by the promoters of the company and of the properties, businesses and undertakings of _________ was adopted. By an agreement [insert date and parties to agreement referred to] it was among other things agreed that the company should be formed under the laws of _________ for the purpose of acquiring [describe undertaking]. The vendors named in the agreement have agreed to sell to this company all their property, plant, assets, businesses, undertakings and franchises for the consideration of $_____ to be paid by the issue to them or their nominees of _________ shares of stock of this company: _________ have executed conveyances of all the properties, plants, assets, businesses, undertakings and franchises upon consideration of the allotment and issue of stock of this company as in the agreement. _________ shares of the stock of the company have been subscribed for by the parties, which subscription includes the shares subscribed for by the subscribers respectively to the original certificate of incorporation of this company, and they have requested the allotment of the _________ shares to them in the amounts of their subscriptions as follows: [set out shares and names]. It is resolved, that the acquisition of the agreement of _________ and of the property, plant, assets, businesses, undertakings, and franchises of _________ is approved, and the president and secretary are authorized to do all acts necessary for the carrying out of the agreement and taking over of the properties. Also the issue of the _________ shares of the stock of this company fully paid up and nonassessable is directed to be made to the persons and in the amounts set forth in the preamble, and the shares are allotted to the respective persons in the amounts mentioned.

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