“RESOLVED
THAT the consent of the Board of directors be and is hereby accorded to
enter into a Amended and Restated shareholders’ agreement to be executed
between the Company, its holding Company, __________________________ and
their respective shareholders.
RESOLVED FURTHER
THAT any of the Directors be and are
hereby severally authorized to negotiate and finalise the terms of agreement
and to do such acts, deeds and things as the Board in its absolute discretion
deems necessary or desirable in connection with the issue, including, but not
limiting to, the following:
a) Execute the shareholders’ agreement
and such other deeds, documents, letters and writings as may be required in
connection with the shareholders’ agreement (collectively referred to as the “Transaction Documents”); and
b) do all other acts, deeds and things
as may be deemed necessary to give effect to the foregoing and the other terms
of this resolution.
RESOLVED FURTHER THAT any of the Directors be and are hereby severally authorized to take all necessary and appropriate steps relating to the Transaction Documents and such other documents including signing and submitting the necessary forms with the Registrar of Companies and other relevant governmental authorities.
RESOLVED FURTHER
THAT a certified true copy of this
resolution be furnished, as may be required, under the signatures of any of the
Directors of the Company.”
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