_REVISION - M1977326 ‎(6)‎

• Permit No: M1977326
• IBM Index Class Name: Revision
• Doc Name: STATE OF DELAWARE OFFICE O FSECRETARY OF STATE
• Type & Sequence: SO2
• Media Type: D
• Archive: No

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ADIENCE, INC.
Action by Unanimous Written Consent
of the Board of Directors
THE UNDERSIGNED, being all of the Directors of ADIENCE,
INC. , a Delaware corporation (the "Corporation" ) , hereby adopt the
following resolutions by unanimous consent in writing, as
permitted by Section 141(E) of the Delaware General Corporation
Law, with the same force and effect as if such resolutions had
been adopted at duly convened meeting of the Board of Directors of
the Corporation on the date hereof:
RESOLVED, that the Board of Directors of the Corporation
do hereby adopt and approve the form of an Agreement and Plan of
Merger with Colorado Refractories Corporation ("CRC" ) attached
hereto as Exhibit A and incorporated by reference herein; and
RESOLVED FURTHER, that, subject to the approval of the
aforesaid Agreement of Merger by the Board of Directors of CRC,
the Chairman of the Board, the President or any Vice President and
the Secretary or any Assistant Secretary of this Corporation be
and they hereby are authorized and directed to execute and
deliver, in the name and on behalf of the Corporation, an
Agreement and Plan of Merger providing for the merger of CRC with
and into this Corporation on the terms and conditions set forth in
the Agreement and Plan of Merger attached hereto, said Agreement
Exhibit A