BOARD OF DIRECTORS' RESOLUTION APPROVING MERGER WITH WHOLLY OWNED SUBSIDIARY
WHEREAS, the Board of Directors of ______________________ Corporation (hereinafter referred to as Corporation) determined said Corporation owns all stock of ______________________, Inc., which is a Corporation organized under the laws of the State of ________________, and
WHEREAS, by merging ___________________________, Inc., into said Corporation, it will be possible to gain operating efficiencies, it is hereby
RESOLVED, that said Corporation hereby merge with ___________________ Inc., and that after the merger is effected said Corporation shall be the Surviving Corporation and shall assume all of the debts and liabilities of both former Corporations and it is
FURTHER RESOLVED, that a special meeting of this Corporation's shareholders shall be called and held at the following time, date and place:
Time: _______________________
Date: _______________________
Location: ________________________________________
and it is hereby
FURTHER RESOLVED that the purpose of such special meeting shall be as follows: (1) To vote upon the recommendation presented by the Board of Directors that the two Corporate entities be merged; and (2) To approve a merger agreement between ________________________, Inc., and this Corporation.
The undersigned, _________________________, certifies that he or she is the duly appointed Secretary of __________________________ Corporation and that the above is a true and correct copy of a resolution duly adopted at a meeting of the directors thereof, convened and held in accordance with law and the Bylaws of said Corporation on _______________________, and that such resolution is now in full force and effect.
IN WITNESS THEREOF, I have affixed my name as Secretary of __________________________________ Corporation and have attached the seal of ______________________ Corporation to this resolution.
Dated: ______________________
___________________________ Secretary
Seal: