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Shareholders' Resolution Approving Merger With Wholly Owned Subsidiary
SHAREHOLDERS' RESOLUTION APPROVING MERGER WITH WHOLLY OWNED SUBSIDIARY
WHEREAS, [Name of Corporation A], hereinafter referred to as Corporation A] is the sole shareholder of [Name of Corporation B], hereinafter referred to as Corporation B, and said Corporation B was organized and exists under the authority of the laws of the State of [State of Corporation A], and
WHEREAS, the Board of Directors of Corporation A determined it is advisable to obtain operating efficiencies through the merge of Corporation B with said Corporation A, it is hereby
RESOLVED, that the shareholders of [Name of Corporation A] hereby approve the adoption of the Agreement of Merger, dated on [Date of Agreement]. Said Agreement of Merger was approved on [Date approved by A], by the Board of Directors of Corporation B, and on [Date approved by B], by the Board of Directors of Corporation A, 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 a copy of the said Agreement of Merger shall be attached to the minutes of this meeting.
The undersigned, [Name of Officer], 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 shareholders thereof, convened and held in accordance with law and the Bylaws of said Corporation on [Date of meeting], 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: