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10 H59 <br /> and Plan of Merger to be in substantially the form attached hereto <br /> with such changes therein as may be approved by the officer or <br /> officers executing the same, such approval to be evidenced <br /> conclusively by the execution, and delivery thereof; and <br /> RESOLVED FURTHER, that the proper officers of this <br /> Corporation be and they are hereby authorized and directed to do <br /> such other acts and things and to execute, sign, verify, <br /> acknowledge, deliver, advertise, file and record all such other <br /> instruments, returns, notices and documents, including without <br /> limitation a Certificate of Merger, in the name and on behalf of <br /> the Corporation and under its corporate seal or otherwise, as they <br /> in their judgment shall, with the advice of counsel for the <br /> Corporation, deem necessary, proper or advisable in order fully to <br /> carry out the intent and to accomplish the purposes of the <br /> Agreement and Plan of Merger hereinbefore approved; and <br /> RESOLVED FURTHER, that the Secretary or any Assistant <br /> Secretary of the Corporation is directed to file this consent with <br /> the minutes of the proceedings of the Board of Directors of the <br /> Corporation. <br /> -2- <br />