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Board Of Directors' Resolution Approving Merger With Wholly Owned Subsidiary
BOARD OF DIRECTORS' RESOLUTION APPROVING MERGER WITH WHOLLY OWNED SUBSIDIARY
WHEREAS, the Board of Directors of [Name of Corporation] Corporation, hereinafter referred to as "Corporation", determined said Corporation owns all stock of [Name of Subsidiary Corporation], Inc., which is a Corporation organized under the laws of the State of [State of Subsidiary Corporation], and
WHEREAS, by merging [Name of Merged Corporation], Inc., into said Corporation, it will be possible to gain operating efficiencies, it is hereby
RESOLVED, that said Corporation hereby merge with [Name of Merged Corporation] 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: [Time of special meeting]
Date: [Date of special meeting]
Location: [Location of special meeting]
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 [Name of Merged Corporation], Inc., and this Corporation.
The undersigned, [Secretary of Corporation], 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 [Date of resolution], and that such resolution is now in full force and effect.
IN WITNESS THEREOF, I have affixed my name as Secretary of [Name of Corporation] Corporation and have attached the seal of [Name of Corporation] Corporation to this resolution.
Dated: [Date signed]
Secretary
Seal: