Confirmation of By-Law of Amalgamation Template

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CONFIRMATION OF BY-LAW OF AMALGAMATION

This Confirmation of By-Law of Amalgamation (the “Agreement”) is made and effective on [SPECIFIC DAY] day of [SPECIFY MONTH], [SPECIFY YEAR],

BETWEEN

[SPECIFY THE NAME OF COMPANY] (The “Company”), a corporation organized and existing under the laws of the [SPECIFY STATE OR PROVINCE] of [SPECIFY STATE OR PROVINCE], with its primary office located at [SPECIFY STREET], [SPECIFY CITY OR STATE], [SPECIFY PROVINCE], [SPECIFY COUNTRY], [SPECIFY ZIP CODE]

AND

[SPECIFY THE NAME OF THE FIRST SHAREHOLDER](The “First Shareholder”), an individual with his or her primary address located at [SPECIFY STREET], [SPECIFY CITY OR STATE], [SPECIFY PROVINCE], [SPECIFY COUNTRY], [SPECIFY ZIP CODE]

AND

[SPECIFY THE NAME OF THE SECOND SHAREHOLDER](The “Second Shareholder”), an individual with his or her primary address located at [SPECIFY STREET], [SPECIFY CITY OR STATE], [SPECIFY PROVINCE], [SPECIFY COUNTRY], [SPECIFY ZIP CODE]

AND

[SPECIFY THE NAME OF THE THIRD SHAREHOLDER](The “Third Shareholder”), an individual with his or her primary address located at [SPECIFY STREET], [SPECIFY CITY OR STATE], [SPECIFY PROVINCE], [SPECIFY COUNTRY], [SPECIFY ZIP CODE]

The following resolutions duly signed by all the shareholders of [SPECIFY NAME OF THE COMPANY], (the “Company”), under the stipulations of the Companies Act of [SPECIFY STATE OR PROVINCE], by which a resolution in writing which is duly signed by all the shareholders which are eligible to vote thereon shall be as legal as if it had been accepted and followed at a meeting, is hereby accepted and followed and the present resolutions shall be considered to have been adopted as of [SPECIFY DATE].

WHEREAS, a By-Law of Amalgamation, in the form attached hereto as Schedule “A”, was performed and presented by the directors of the Company by signed resolution of the board of directors dated as of [SPECIFY DATE], approving the Amalgamation Agreement between [SPECIFY NAME OF THE COMPANY] and the Company date [SPECIFY DATE] and allowing and permitting the amalgamation of the Company with [SPECIFY NAME OF THE COMPANY] and the filing of articles of amalgamation.
WHEREAS, a copy of the text of the By-Law of Amalgamation has been conveyed and taken to the shareholders of the Company for their attention and consideration;
RESOLVED:

THAT, the By-Law of Amalgamation, providing for the amalgamation of the Company and [SPECIFY NAME OF THE COMPANY], as enacted by the directors on [SPECIFY DATE] and in the form annexed hereto as Schedule “A” be and it is hereby confirmed, sanctioned and ratified, without variation.

IN WITNESS WHEREOF, each contracting party to this agreement has caused it to be performed and accomplished at [SPECIFY PLACE OF EXECUTION] on the date first indicated above.

Company:

[INSERT SIGNATURE OF THE AUTHORIZED REPRESENTATIVE]
[SPECIFY NAME OF THE AUTHORIZED REPRESENTATIVE]
[SPECIFY POSITION OR TITLE]

First Shareholder:

[INSERT SIGNATURE OF THE AUTHORIZED REPRESENTATIVE]
[SPECIFY NAME OF THE AUTHORIZED REPRESENTATIVE]
[SPECIFY POSITION OR TITLE]

Second Shareholder:

[INSERT SIGNATURE OF THE AUTHORIZED REPRESENTATIVE]
[SPECIFY NAME OF THE AUTHORIZED REPRESENTATIVE]
[SPECIFY POSITION OR TITLE]

Third Shareholder:

[INSERT SIGNATURE OF THE AUTHORIZED REPRESENTATIVE]
[SPECIFY NAME OF THE AUTHORIZED REPRESENTATIVE]
[SPECIFY POSITION OR TITLE]

SCHEDULE A

[INSERT THE BY-LAW OF AMALGAMATION IN CONNECTION HEREWITH]