Agreement Of Merger Between A Delaware Domestic Corporation And A Foreign Corporation Form Page 5
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5I, ________________________________________________________, Secretary
of ___________________________________, a corporation organized and existing under
the laws of the State of Delaware, hereby certify, as such Secretary of the said corporation,
that the Agreement of Merger to which this certificate is attached, after having been first
duly
signed
on
behalf
of
said
corporation
by
an
authorized
officer
of
_________________________________________________________________________
__________________________________________________, a corporation of the State
of Delaware, was duly submitted to the stockholders of said ________________________
______________________________________________________________, at a special
meeting of said stockholders called and held separately from the meeting of stockholders
of any other corporation, upon waiver of notice, signed by all the stockholders, for the
purpose of considering and taking action upon said Agreement of Merger, that
_____________________ shares of stock of said corporation were on said date issued and
outstanding and that the holder of __________________ shares voted by ballot in favor of
said Agreement of Merger and the holders of ______________________ shares voted by
ballot against same, the said affirmative vote representing at least a majority of the total
number of shares of the outstanding capital stock of said corporation, and that thereby the
Agreement of Merger was at said meeting duly adopted as the act of the stockholders of
said ___________________________________________________, and the duly adopted
agreement of said corporation.
WITNESS my hand on behalf of said __________________________________
on this ________________ day of __________________________, ________.
By:____________________________________
Secretary
Name:____________________________________
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