SHAREHOLDERS' RESOLUTION APPROVING MERGER WITH WHOLLY OWNED SUBSIDIARY
WHEREAS, this Corporation is the sole shareholder of [N], a corporation that was organized and exists under the authority of the laws of the State of [STATE], and WHEREAS, the Board of Directors of this Corporation has determined it is advisable that this Company merge with said Corporation in order to obtain operating efficiencies, it is hereby: RESOLVED, that the shareholders of [COMPANY NAME] hereby approve the adoption of the Agreement of Merger, dated [DATE], that was approved on [DATE], by the Board of Directors of [COMPANY NAME], and on [DATE], by the Board of Directors of [N]; and it is FURTHER RESOLVED, that the Agreement of Merger and all of the terms and conditions set out in the aforementioned Agreement are hereby approved, and it is FURTHER RESOLVED, that a copy of the aforementioned Agreement of Merger shall be attached to the minutes of this meeting. The undersigned, [N], certifies that I am the duly appointed Secretary of [COMPANY NAME] Corporation and that the above is a true and correct copy of a resolution duly adopted at a meeting of the shareholders thereof, convened and held in accordance with law and the Bylaws of said Corporation on [DATE], and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of [COMPANY NAME] Corporation
Dated: [DATE]
____________________ Secretary