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Copy Of Sell Assets Subject To Approval
SELL ASSETS SUBJECT TO SHAREHOLDER APPROVALWHEREAS, an offer has been made to this Corporation by [Buyer] to purchase the entire assets of this Corporation for the consideration and upon the terms and conditions set forth in the proposed agreement as attached, and
WHEREAS, in the opinion of this Board of Directors, it is in the best interests of this Corporation that its entire assets be sold to [Buyer] upon the price, terms and conditions in the proposed agreement above,
RESOLVED, that the offer of said buyer be accepted, subject to the approval of the stockholders of this Corporation, and
RESOLVED FURTHER, that the resident and the Secretary are hereby authorized and directed to make, execute, and deliver the aforementioned agreement upon the adoption of the same by the stockholders of this Corporation, and
RESOLVED FURTHER , that the Secretary of the Corporation notice a special stockholder meeting for the purposes of obtaining stockholder approval to said sale.
The undersigned hereby certifies that he/she is the duly elected and qualified Secretary and the custodian of the books and records and seal of the corporation above-named. The undersigned also certifies that this corporation has been duly formed in accordance with the laws of [Jurisdiction] . Furthermore, the undersigned certifies that the foregoing is a true record of a resolution duly adopted at a meeting of the Board of Directors, and that said meeting was held in accordance with the applicable laws and the Bylaws of the above-named Corporation on [Date] , and that said resolution is now in full force and effect without modification or rescission.
IN WITNESS WHEREOF, I have executed my name as Secretary and have hereunto affixed the corporate seal of the above-named Corporation on [Date]
A True Record.
Attest.
Secretary