Try 'subject to board approval'.
Guaranteed to work!
Negotiations to purchase a business often have two stages.
Stage 1 is a Heads of Agreement or Terms Sheet, which summarises the agreed terms, including the price. It binds the parties to go to Stage 2, which is the formal Agreement for Sale of Business.
The Heads of Agreement often contains ‘subject to’ terms such as ‘subject to finance’, which enable the purchaser to walk away from the agreement. It also often contains ‘due diligence’ clauses, which enable the purchaser to make final checks upon the business before committing to the Agreement for Sale of Business.
Recently, the NSW Court of Appeal examined a ‘subject to board approval’ clause, which gave the purchaser the right to walk away from an Agreement for Sale of Business for almost any reason, and found it to be valid.
But it imposed some rules, namely that a purchaser can only rely upon that clause if they do so honestly and in good faith. In that case, the Court found the purchaser had acted honesty and in good faith because when they did their due diligence, they found that the financials of the business ‘did not stack up’.