Resolution of directors
as to distribution of assets on dissolution.
This corporation has sold to _________ Company all of
its property and assets except cash on hand and its claim or claims against the
United States Government for a refund of taxes, and this corporation has agreed
to liquidate its affairs and to dissolve.
It is estimated that the sum paid by _________ Company
for the properties and assets of the corporation, together with cash on hand
and other assets, will be sufficient to pay all holders of the nonpar value
common stock of the corporation, not less than $_____ per share.
The board of directors of the corporation has called a
meeting of its stockholders, to be held between the hours of _________ o'clock
and _________ o'clock, on _________, the _________ day of _________[year],
to convene at _________ o'clock, to consider the question of the final
dissolution of the corporation and the distribution of its cash and the
proceeds derived from its property and assets, after the payment of its debts,
to its stockholders.
The corporation now has on hand an earned surplus and
undivided profits sufficient to distribute to each shareholder of nonpar value
common stock the sum of _________.
The board of directors in their judgment deem it
advisable and most for the benefit of the corporation that the distribution
should be made as a part payment of the total sum to be paid to the holders of
stock by reason of the sale of the properties and assets of the corporation to
_________ Company and the dissolution of the corporation.
Therefore the corporation will distribute to the
holders of its nonpar value common stock from its earned surplus $_____ per
share for each and every share, upon condition, that the distribution shall
constitute a part of the payment to be made to the holders of the nonpar value
common stock of the corporation by reason of the sale of its properties and
assets to _________ Company and the dissolution of the corporation.
The president and secretary of the corporation will
prepare and mail to each and every holder of the nonpar value common stock of
the corporation, at his or her last known place of residence, a written or
printed notice, advising them of the distribution to be made to the holders of
stock, and requesting the stockholders to forward their stock to the
corporation or to some bank or agent in the City of _________, _________, in
order that proper endorsement may be made when payment is made.
All payments made to the stockholders by virtue of
this resolution shall be a part of the total amount to be paid to the
stockholders by reason of the sale of the properties and assets of the
corporation, from which, together with cash on hand and the proceeds from other
assets of the corporation, it is estimated that the holders of nonpar value
common stock will ultimately receive not less than $_____ per share for each
and every share of stock, and that no payment shall be made to any person or
persons except stockholders of record at the time or times payments are
actually made, and, unless and until the certificate or certificates evidencing
stock ownership shall be presented to the corporation, in order that proper
endorsement of the payment or payments may be made.
The president and secretary of the corporation are
authorized and directed to pay, or cause to be paid, to the holders of the
nonpar value common stock of the corporation, from its earned surplus, $_____
per share, by reason of the distribution ordered, when and not until the
certificate or certificates evidencing the stock shall be presented to the
corporation and endorsed as follows:
There has been paid upon this certificate $_____ for
each and every share of nonpar value common stock of _________ Company
evidenced by the certificate, pursuant to a distribution ordered by the board
of directors of corporation on the _________ day of _________[year]. The
distribution is a part of the total sum to be paid to the holders of common
stock by reason of the sale of the corporation's properties and assets to
_________ Company and the final dissolution of the corporation.