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EXHIBIT A <br />WESTERN MOBILE, INC. <br />UNANIMOUS WRITTEN CONSENT OF DIRECTORS <br />IN LIEU OF SPECLAL MEETING <br />The undersigned, being all the members of the Board of Directors of Western Mobile, Inc., a <br />Delaware corporation (the "Corporation"), and being the only persons who would be entitled to vote <br />upon the following matters at a special meeting of the Board of Directors of the Corporation, hereby <br />waive any and all requirements for calling, giving notice of, and holding a special meeting of the <br />Board of Directors of the Corporation, and, in lieu of a special meeting and pursuant to Section 141(f) <br />of the Delaware General Corporation Law, hereby consent to the adoption of the following resolutions: <br />WHEREAS, Management of the Corporation has proposed that, Western-Mobile Northern, <br />Inc. ("Northern") be merged with and into the Corporation; and <br />WHEREAS, this Board of Directors deems it advisable and in the best interests of the <br />Corporation and its stockholder to approve the merger of Northern with and into the Corporation in <br />accordance with the laws of the State of Delaware, the Corporation's and Northern's jurisdiction of <br />incorporation, and to authorize the proper officers of the Corporation to take such actions as may be <br />necessary to permit the Corporation to effect the merger; <br />NOW, THEREFORE BE IT RESOLVED, that the merger of Northern with and into the <br />Corporation in accordance with Section 253 of the Delaware General Corporation Law is hereby <br />approved in all respects; and <br />RESOLVED FURTHER, that, upon effectiveness of the merger of Northern with and into the <br />Corporation, each issued and outstanding share of the capital stock of Northern shall, without further <br />act, be canceled, <br />RESOLVED FURTHER. that the President, any Vice President or Secretary of the <br />Corporation (the "Designated Officers"), and each of them, acting in conjunction with the proper <br />officers of Northern to the extent appropriate, are hereby authorized, in the name and on behalf of the <br />Corporation, to prepare, execute and file, or cause to be prepared, executed and filed, with the <br />appropriate officials of the State of Delaware, a Certificate of Ownership and Merger setting forth the <br />terms of the merger with and into the Corporation, hi accordance with Section 253 of the Delaware <br />General Corporation Law. <br />RESOLVED FURTHER, that the proper officers of the Corporation are hereby authorized and <br />instructed to take such actions, in the name and on behalf of the Corporation, as may be necessary or