Mergers Form 2202 is a board resolution proposing to merge with a wholly owned subsidiary and calling a shareholders' meeting for that purpose.~ Form 2202: BOARD OF DIRECTORS' RESOLUTION APPROVING MERGER WITH WHOLLY OWNED SUBSIDIARY~ BOARD OF DIRECTORS' RESOLUTION APPROVING MERGER WITH WHOLLY OWNED SUBSIDIARY WHEREAS, the Board of Directors of this Corporation has determined that the Corporation now owns all stock of > , a corporation organized under the laws of the State of > , and WHEREAS, has determined there are efficiencies to be gained by merging> into this Corporation, it is hereby RESOLVED, that this Corporation hereby merge with > and that this Corporation shall be the Surviving Corporation after the merger is effected and shall assume all of the debts and liabilities of > , and it is FURTHER RESOLVED, that a special meeting of this Corporation's shareholders shall be called and held for the following purposes: (1) to vote upon the recommendation of the Board of Directors that > be merged into this Corporation, and (2) to approve a merger agreement between > , and this Corporation. The aforementioned shareholders' meeting is to be called and held at the following time, date and place: Time: > Date: > , 19> . Address: > The undersigned, > , certifies that I am 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 directors thereof, convened and held in accordance with law and the Bylaws of said Corporation on > , 19> , and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution. Secretary Dated: > , 19> . (SEAL)