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(12) The plan of consolidation of [name of constituent corporation 1] and [name of constituent corporation 2] into [name of consolidated corporation] was approved and adopted by a resolution of the board of directors of [name of constituent corporation 1] on [date of resolution], and duly adopted by the members of [name of constituent corporation 1], who authorized the President and Secretary to execute and deliver a certificate of consolidation, by the affirmative vote of two-thirds of the ... ................
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