Board Resolution (Authorizing Private Placement) (Subscriber, Certified)

Summary

This precedent is a set of director resolutions authorizing a corporate subscriber to subscribe for a specified number of securities of an issuer pursuant to a subscription agreement in the context of a private placement. This precedent includes practical guidance, drafting notes, and alternate clauses. A private placement is a distribution of securities by an issuer to subscriber(s) conducted without a prospectus. The securities are distributed pursuant to an exemption from the prospectus requirement and, as a result, are subject to resale restrictions. The primary documents for a private placement are the agency/underwriting agreement and the subscription agreement. These resolutions authorize a subscriber that is a corporation to sign the subscription agreement between the corporation and the issuer. Directors must review and approve the terms and conditions of a subscription agreement. Directors must also expressly authorize the execution of the subscription agreement. These ...