BOARD RESOLUTION - APPROVAL OF MERGER

[COMPANY NAME], a Delaware Corporation

I. DOCUMENT HEADER

Document Type:
☐ Minutes of a Special Meeting of the Board of Directors
☐ Unanimous Written Consent of the Board of Directors in Lieu of Meeting

Corporation: [COMPANY NAME], a Delaware corporation (the "Company")
Date: [DATE]
Effective Time: [TIME] [TIME ZONE]

II. RECITALS

WHEREAS, the Board of Directors (the "Board") of the Company has been presented with a proposal for a merger (the "Merger") between the Company and [TARGET/MERGER PARTNER NAME], a [STATE] [corporation/limited liability company] ("[TARGET/MERGER PARTNER]");

WHEREAS, pursuant to DGCL Section 251, the Board is authorized to approve agreements of merger or consolidation;

WHEREAS, the Board has reviewed and considered:
(a) The terms and conditions of the proposed Agreement and Plan of Merger (the "Merger Agreement"), a copy of which is attached hereto as Exhibit A;
(b) The financial terms of the Merger, including the exchange ratio and/or merger consideration;
(c) The opinion of [FINANCIAL ADVISOR], the Company's financial advisor, regarding the fairness of the merger consideration (the "Fairness Opinion");
(d) The strategic rationale for the Merger;
(e) The potential risks and benefits to the Company and its stockholders;

WHEREAS, the Board has determined that the Merger Agreement is advisable and fair to, and in the best interests of, the Company and its stockholders;

WHEREAS, [the following directors have disclosed potential conflicts of interest: [NAMES AND NATURE OF CONFLICTS], and the Board has determined that the Merger is nevertheless fair to the Company / no director has any conflict of interest with respect to the Merger];

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby adopts the following resolutions:

III. MERGER STRUCTURE

3.1 Type of Merger

☐ Direct Merger (Company merges with Target; one entity survives)
☐ Forward Triangular Merger (Target merges with Company subsidiary)
☐ Reverse Triangular Merger (Company subsidiary merges with Target; Target survives)
☐ Merger of Equals
☐ Short-Form Merger under DGCL Section 253 (parent owns 90%+ of subsidiary)
☐ Holding Company Reorganization under DGCL Section 251(g)

3.2 Parties to the Merger

• Company: [COMPANY NAME], a Delaware corporation
• Target/Merger Partner: [NAME], a [STATE] [entity type]
• Surviving Entity: [NAME]
• Merger Sub (if triangular): [NAME], a [STATE] corporation, wholly-owned subsidiary of [PARENT]

3.3 Merger Consideration

Consideration Type:
☐ Cash Only: $[AMOUNT] per share
☐ Stock Only: [RATIO] shares of [ACQUIRER] stock per share
☐ Mixed (Cash and Stock): $[CASH AMOUNT] plus [RATIO] shares per share
☐ Other: [DESCRIBE]

Aggregate Consideration: $[TOTAL VALUE]
Per Share Value: $[AMOUNT]

3.4 Exchange Ratio (if stock consideration)

• [NUMBER] shares of [ACQUIRER] [CLASS] Stock for each share of [TARGET] [CLASS] Stock
• Fractional shares: ☐ Cash in lieu / ☐ Rounded

IV. OPERATIVE RESOLUTIONS

4.1 Approval of Merger Agreement

RESOLVED, that the Board hereby approves the Agreement and Plan of Merger by and among [PARTIES], in substantially the form attached hereto as Exhibit A (the "Merger Agreement"), and declares that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders;

4.2 Determination of Fairness

RESOLVED FURTHER, that the Board, having reviewed and considered all relevant factors, including the Fairness Opinion of [FINANCIAL ADVISOR] attached as Exhibit B, hereby determines that:
(a) The merger consideration to be received by the stockholders of [NON-SURVIVING ENTITY] is fair from a financial point of view;
(b) The terms and conditions of the Merger Agreement are fair and reasonable; and
(c) The Merger is in the best interests of the Company and its stockholders;

4.3 Stockholder Approval Recommendation

RESOLVED FURTHER, that the Board hereby recommends that the stockholders of the Company approve and adopt the Merger Agreement at a special meeting of stockholders or by written consent, as applicable;

4.4 Special Meeting of Stockholders

RESOLVED FURTHER, that a special meeting of stockholders (the "Special Meeting") be called and held on [DATE], or such other date as determined by the officers, for the purpose of considering and voting upon the approval and adoption of the Merger Agreement;

4.5 Proxy Statement

RESOLVED FURTHER, that the officers are hereby authorized and directed to prepare, file, and distribute a proxy statement/prospectus (the "Proxy Statement") in connection with the Special Meeting, which shall include:
(a) The Merger Agreement or a summary thereof as required by DGCL Section 251(c);
(b) A description of appraisal rights under DGCL Section 262;
(c) The recommendation of the Board;
(d) Such other information as required by applicable law;

4.6 Appraisal Rights Notice

RESOLVED FURTHER, that the appropriate notice of appraisal rights under DGCL Section 262 shall be provided to stockholders in accordance with applicable law, and that such notice shall be included in the Proxy Statement;

4.7 Execution of Merger Agreement

RESOLVED FURTHER, that any Authorized Officer is hereby authorized to execute and deliver the Merger Agreement on behalf of the Company, together with any amendments, exhibits, schedules, or ancillary documents thereto;

4.8 Certificate of Merger

RESOLVED FURTHER, that upon satisfaction of all conditions to closing set forth in the Merger Agreement, the Authorized Officers are hereby authorized to execute and file a Certificate of Merger with the Secretary of State of Delaware and any other applicable jurisdictions pursuant to DGCL Section 251(c);

4.9 Regulatory Filings and Approvals

RESOLVED FURTHER, that the Authorized Officers are hereby authorized to:
(a) Prepare and file any required Hart-Scott-Rodino premerger notification with the Federal Trade Commission and Department of Justice;
(b) Prepare and file any required SEC filings, including Forms S-4, 8-K, and any amendments thereto;
(c) Obtain any required regulatory approvals, consents, or clearances;
(d) Make any other filings required under applicable federal, state, or foreign law;

4.10 Third-Party Consents

RESOLVED FURTHER, that the Authorized Officers are hereby authorized to seek and obtain any third-party consents required under material contracts, leases, or other agreements of the Company in connection with the Merger;

4.11 Ancillary Agreements

RESOLVED FURTHER, that the Authorized Officers are hereby authorized to negotiate, execute, and deliver such ancillary agreements as may be necessary or appropriate in connection with the Merger, including but not limited to:
(a) Escrow agreements;
(b) Employment agreements;
(c) Non-competition agreements;
(d) Stockholder support agreements;
(e) Voting agreements;

4.12 Authorization of Officers

RESOLVED FURTHER, that the Chief Executive Officer, President, Chief Financial Officer, General Counsel, and Secretary (each, an "Authorized Officer"), acting singly, are hereby authorized and empowered, in the name and on behalf of the Company, to take any and all actions and to execute and deliver any and all documents, instruments, agreements, and certificates as such Authorized Officer may deem necessary, advisable, or appropriate to carry out the purposes of these resolutions;

4.13 Ratification

RESOLVED FURTHER, that all actions heretofore taken by any director, officer, employee, or agent of the Company in connection with the negotiation and preparation of the Merger Agreement and related documents are hereby ratified, confirmed, and approved in all respects.

V. CONFLICT OF INTEREST COMPLIANCE

5.1 Disclosure of Interests

The following directors have disclosed the following interests in the Merger:

5.2 Disinterested Director Approval

☐ Not applicable (no conflicts disclosed)
☐ The Merger was approved by a majority of disinterested directors

5.3 Fairness Determination

The Board has determined that the Merger is entirely fair to the Company and its stockholders.

VI. DUE DILIGENCE CONFIRMATION

The Board confirms that it has received and reviewed:
☐ Due diligence reports from legal counsel
☐ Due diligence reports from financial advisors
☐ Audited financial statements of [TARGET]
☐ Material contracts of [TARGET]
☐ Pending or threatened litigation involving [TARGET]
☐ Environmental reports (if applicable)
☐ Intellectual property analysis
☐ Employee benefit plan analysis
☐ Tax analysis

VII. COMPLIANCE CHECKLIST

☐ Board approval of Merger Agreement (DGCL Section 251(b))
☐ Fairness opinion obtained
☐ Conflicts of interest disclosed and addressed (DGCL Section 144)
☐ Stockholder meeting called or written consent solicited
☐ Proxy statement prepared and filed
☐ Appraisal rights notice provided (DGCL Section 262)
☐ Hart-Scott-Rodino filing (if required)
☐ SEC filings completed (if applicable)
☐ Regulatory approvals obtained
☐ Third-party consents obtained
☐ Certificate of Merger filed

VIII. GOVERNING LAW

This resolution shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles, and specifically DGCL Sections 251, 253, 259, 261, and 262.

IX. EXECUTION

Option A - Unanimous Written Consent

IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of the Company, hereby consent to the adoption of the foregoing resolutions effective as of the date first written above, pursuant to DGCL Section 141(f).

Option B - Meeting Minutes Certification

I, [NAME], Secretary of [COMPANY NAME], hereby certify that the foregoing resolutions were duly adopted by the Board of Directors at a special meeting duly called and held on [DATE], at which a quorum was present and acting throughout.

_________________________________
[NAME], Secretary
Date: ______________

EXHIBITS

Exhibit A - Agreement and Plan of Merger

[Attach Merger Agreement]

Exhibit B - Fairness Opinion

[Attach Financial Advisor Opinion]

Exhibit C - Form of Proxy Statement

[Attach draft proxy statement]

Exhibit D - Certificate of Merger

[Attach form of certificate]

LEGAL REFERENCES

• DGCL Section 141 - Board of Directors; Powers
• DGCL Section 144 - Interested Directors; Quorum
• DGCL Section 251 - Merger or Consolidation of Domestic Corporations
• DGCL Section 252 - Merger or Consolidation with Foreign Corporations
• DGCL Section 253 - Merger of Parent and Subsidiary Corporations
• DGCL Section 259 - Status, Rights, Liabilities of Constituent and Surviving Corporations
• DGCL Section 262 - Appraisal Rights
• MBCA Section 11.04 - Action on a Plan of Merger
• MBCA Section 13.02 - Right to Appraisal
• Hart-Scott-Rodino Act - 15 U.S.C. Section 18a

This template is designed for Delaware corporations but may be adapted for MBCA jurisdictions. Mergers involve complex legal, tax, and regulatory considerations. Consult qualified legal, financial, and tax advisors before proceeding.