Members' Consent Sale of Interests (CA LLC) Template

MEMBERS' CONSENT: SALE OF INTERESTS
[Unanimous] Written Consent of the Members of [name] LLC

The undersigned, constituting the holders of all of the outstanding membership interests entitled
to vote thereon (the “Members”) of [Name], a California limited liability company (the
“Company”), in lieu of holding a [special] meeting of the Members, do hereby consent to the
taking of the following actions, and adopt the following resolutions, by unanimous written
consent pursuant to Section [Section] of the Operating Agreement of the Company, dated as of
[date], with the same force and effect as if they were taken or adopted at such [special] meeting,
and waive any and all notice with respect thereto:
WHEREAS, [the Company has/the Members have] been involved in negotiations with
[name of the purchaser], a California [entity type] (the “Purchaser”), regarding the proposed
sale by the holders of [all of the /(number of)] outstanding membership interests (the
“Membership Interests”) of the Company (the “Sellers”) to the Purchaser (the “Sale”) for the
consideration, and on the terms and subject to the conditions, set forth in the Membership
Interest Purchase Agreement (as hereinafter defined);
WHEREAS, it is contemplated that, in connection with the consummation of the Sale, [the
Company,] the Purchaser and the Sellers will enter into that certain Membership Interest
Purchase Agreement by and [between/among] [the Company,] the Purchaser and the Sellers,
including all exhibits and schedules attached thereto, substantially in the form attached hereto
as Exhibit A (the “Membership Interest Purchase Agreement”);
WHEREAS, it is contemplated that, in connection with the consummation of the Sale and
the other transactions contemplated by the Membership Interest Purchase Agreement, [the
Company and] the Sellers will enter into one or more of the following ancillary agreements
(the “Ancillary Agreements”): [list agreements].
WHEREAS, the Membership Interest Purchase Agreement, the Ancillary Agreements and
any other agreements, documents or instruments executed, delivered or filed in connection
with the transactions contemplated by the Membership Interest Purchase Agreement and the
Ancillary Agreements are hereinafter referred to as the “Transaction Documents”;
[WHEREAS, the board of managers of the Company (the “Managers”) has reviewed forms
of the Membership Interest Purchase Agreement and the Ancillary Agreements, and believes
that all such agreements and transactions are fair, advisable and in the best interests of the
Company and its members.]
NOW, THEREFORE, be it:
RESOLVED, that the form, terms and provisions of the Membership Interest Purchase
Agreement, the Ancillary Agreements, and the transactions contemplated thereby, be and
hereby are, determined to be fair, advisable and in the best interest of the Company and its
members, and that the Membership Interest Purchase Agreement and the Ancillary
Agreements be, and hereby are, adopted and approved in all respects; be it further
RESOLVED, that all [officers/managers] of the Company, including, without limitation,
[the names and titles of the officers and/or managers to be specifically authorized] (the
“Authorized Persons”), be, and each of them hereby is, authorized and empowered (i) to
execute, deliver and file, for and on behalf of the Company, the Transaction Documents,
1
including the exhibits and schedules thereto to which the Company is a party (with such
additional deletions, changes, amendments or supplements therein or thereto as the officer
executing such document determines to be necessary or desirable, such determination to be
conclusively evidenced by the execution of such Transaction Document by such officer), and
(ii) to execute, deliver or file any such other documents, instruments, certificates,
amendments or supplements and to take such further action, on behalf of the Company, as
any such officer determines to be necessary or desirable to effectuate the transactions
contemplated by the Transaction Documents, such determinations to be conclusively
evidenced by the execution, delivery or filing of any such document, instrument, certificate,
amendment or supplement or the taking of any such action by any such Authorized Person;
be it further
RESOLVED, that the actions taken or to be taken, on behalf of the Company by the
managers and/or officers of the Company with respect to the negotiation or preparation of the
terms and provisions of the Transaction Documents be, and hereby are, ratified, approved,
authorized, confirmed and accepted as the acts of the Company; be it further
RESOLVED, that any and all actions heretofore taken by the managers and/or officers of the
Company that are consistent with the foregoing resolutions, are hereby ratified, approved,
authorized, confirmed and accepted in all respects as the acts and deeds of the Company; be
it further
RESOLVED, that each Authorized Person be, and hereby is, authorized to take such further
action and to execute and deliver such further agreements, certificates, instruments and
documents, in the name of and on behalf of the Company; to pay or cause to be paid all
expenses; and to take all such other actions as such Authorized Person shall deem necessary,
desirable, advisable or appropriate to consummate, effectuate, carry out or further the
transactions contemplated by and in the intent and purposes of the foregoing resolutions; and
be it further
RESOLVED, that this Unanimous Written Consent of the Members may be executed in one
or more counterparts, each of which shall be deemed to be an original, but all of which
together, shall constitute one and the same instrument. Photocopies, facsimile, email or other
electronic transmissions of .pdf (or similar) files of executed documents and shall be deemed
original documents and signatures and shall be fully binding on the Members to the same
extent as original documents with original signatures; and be it further
RESOLVED, that the Secretary of the Company is hereby directed to file this [Unanimous]
Written Consent of the Members with the minutes of the meetings of the Members.
2
IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent of
the Members of [Company Name] as of the date first set forth above.
Member Name
Signature
Percentage of Membership Interests
Member Name
Signature
Percentage of Membership Interests
3
Exhibit A.

Members' Consent Sale of Interests (CA LLC) Template

Uploaded by

Copyright:

Available Formats

Members' Consent Sale of Interests (CA LLC) Template

Uploaded by

Document Information

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Members' Consent Sale of Interests (CA LLC) Template

Uploaded by

Copyright:

Available Formats

MEMBERS' CONSENT: SALE OF INTERESTS

[Unanimous] Written Consent of the Members of [name] LLC

You might also like