UNANIMOUS WRITTEN CONSENT



UNANIMOUS WRITTEN CONSENT

OF

THE BOARD OF DIRECTORS

OF

[NAME OF COMPANY],

a Delaware corporation

The undersigned, being all of the members of the Board of Directors of [name of company], a Delaware corporation (the "Company"), acting pursuant to Section 307(b) of the General Corporation Law of the State of Delaware, hereby take the following actions by their unanimous written consent:

1. Transfer of Assets

WHEREAS, the Company desires to distribute all of its assets;

RESOLVED, that the Company’s assets shall be distributed in cancellation of its stock to [parent company], as owner of all its issued and outstanding stock, pursuant to that certain Plan of Liquidation and Dissolution dated [date], a copy of which is attached as Exhibit A; and

RESOLVED FURTHER, that the officers of the Company be, and each of them hereby is, authorized to prepare, execute, deliver and file, as appropriate, the Plan of Liquidation and Dissolution and any and all documents, in such form as the officer or officers executing, delivering or filing the same shall approve, the execution, delivery or filing by such officer or officers to be conclusive evidence of such approval, and to take all such further actions as such officer or officers considers necessary or desirable, in order to carry out the purposes and intents of the foregoing resolution.

2. Dissolution

RESOLVED, that the Company be dissolved pursuant to Section 1905 of the Delaware General Corporation Law, such dissolution to be effected as soon as practicable; and

RESOLVED FURTHER, that the officers of the Company be, and each of them hereby is, authorized and directed to execute and file the Certificate of Election to Wind Up and Dissolve and give the written notice required by the General Corporation Law; and

RESOLVED FURTHER, that the officers of the Company be, and each of them hereby is, authorized to prepare, execute, deliver and file, as appropriate, any and all documents, in such form as the officer or officers executing, delivering or filing the same shall approve, the execution, delivery or filing by such officer or officers to be conclusive evidence of such approval, and to take all such further actions as such officer or officers considers necessary or desirable, in order to carry out the purposes and intents of the foregoing resolution; and

RESOLVED FURTHER, that the officers of the Company be, and each of them hereby are, authorized and directed to take such further action as may be necessary or proper to wind up the affairs of the Company and to dissolve it.

This Consent may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. The actions set forth in the foregoing resolutions shall have the same force and effect as if taken at a duly noticed and constituted meeting of the Board of Directors of the Company.

The undersigned have executed this instrument as of the [date] day of [month] [year], and hereby direct that it be filed with the minutes of the Company.

________________________________

[Director 1], Director

________________________________

[Director 2], Director

________________________________

[Director 3], Director

WRITTEN CONSENT

OF

THE SOLE STOCKHOLDER

OF

[NAME OF COMPANY],

a Delaware corporation

The undersigned, being the holder of all of the issued and outstanding shares of stock of [name of company], a Delaware corporation (the "Company"), acting pursuant to Section 228(a) of the Delaware General Corporation Law, hereby takes the following actions by written consent:

1. Transfer of Assets

WHEREAS, it is deemed to be in the best interests of the Company to distribute all of its remaining assets;

THEREFORE, BE IT RESOLVED, that the remaining assets of the Company be distributed, subject to its liabilities, in cancellation of its stock to Sony Creative Products, Inc., owner of all of its issued and outstanding stock, pursuant to that certain Plan of Liquidation and Dissolution, a copy of which is hereby attached as Exhibit A.

2. Dissolution

WHEREAS, it is in the best interests of the Company and its sole stockholder that the Company be dissolved and its affairs wound up;

THEREFORE, BE IT RESOLVED, that the Company be dissolved pursuant to Section 275 of the Delaware General Corporation Law, such dissolution to be effected as soon as practicable;

RESOLVED FURTHER, that the officers of the Company take all such actions to execute, deliver and file, as appropriate, any and all documents, in such form as the officer or officers executing, delivering or filing the same shall approve, the execution, delivery or filing by such officer or officers to be conclusive evidence of such approval, and to take all such further actions as such officer or officers considers necessary or desirable, in order to carry out the purposes and intents of the foregoing resolution; and

RESOLVED FURTHER, that the officers of the Company take such further action as may be necessary or proper to wind up the affairs of the Company and to dissolve it.

The undersigned has executed this instrument as of the [date] day of [month] [year], and hereby directs that it be filed with the Minutes of the Company.

[parent company].

_________________________________

By: Steve Gofman

Its: Assistant Secretary

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