Fill and Sign the Nebraskas New Model Business Corporation Actan Form

Unanimous Written Consent by Shareholders and the Board of Directors Electing a New Director and Authorizing the Sale of All or Substantially of the Assets of a Corporation The undersigned, who constitute all of the Directors and Shareholders of _____________ ____________________________________ (Name of Corporation), do hereby each execute this Unanimous Consent to Action in accordance with [e.g., Del. Code §§ 141(f) and 211(b) (2009)] _______________________________ and hereby waive any and all requirements by statute or otherwise as to the necessity of a formal meeting or notice thereof to the undersigned, and do hereby ratify, authorize, adopt, approve, and confirm the following resolutions adopted in the name of and on behalf of the Directors and Shareholders of ___________________________ _____________________________ (Name of Corporation), without the necessity of a meeting and in lieu of a meeting of the said Shareholders and Directors: Whereas, there has been presented to and discussed with the undersigned Shareholders and Directors a proposed agreement of purchase and sale by which all or substantially all of the property and assets of this Corporation are to be sold, conveyed, and transferred to ___________ _______________________ (Name of Purchaser), a Corporation organized under the laws of ______________________________ (name of state) in accordance with the terms and conditions set forth in Exhibit A attached hereto; and Whereas, the undersigned Shareholders and Directors deems it to be in the best interests of this Corporation and its stockholders that all or substantially all the property and assets of this Corporation be sold, conveyed, and transferred to _______________________________ (Name of Purchaser) , in accordance with the terms and conditions set forth in Exhibit A attached hereto; and Now, therefore, IT IS HEREBY RESOLVED that this Corporation sell, convey, assign, set over, transfer, and deliver to _________________________________ (Name of Purchaser), all or substantially all of the business, property, and assets of this Corporation pursuant to the terms and provisions of, and for the consideration provided in said Exhibit A; FURTHER RESOLVED, that _______________________________ (Name of Person) as President of the Corporation be, and he is now authorized, empowered, and directed to execute and deliver, on behalf of this Corporation, the contract of sale of all or substantially all the property and assets of this Corporation and, on behalf of this Corporation, to execute and deliver, on consummation of the sale, all such deeds, bills of sale, assignments, and other instruments of transfer, and do all other things, on behalf of this Corporation, convenient or necessary to carry out the contract of sale and to execute any and all documents, on behalf of this Corporation, to that end. FURTHER RESOLVED, that ______________________________ (Name of Person) as President of the Corporation be, and he is now authorized, empowered, and directed to do and perform any other acts whatsoever which such person deems necessary, appropriate or desirable in order to effectuate this sale, all of which shall contain such terms and conditions as shall be finally approved by him and such approval will be conclusively evidenced by his execution of the documents previously described.FURTHER RESOLVED, that all prior acts of __________________________________ (Name of Person) as President, and the Directors of this Corporation in connection with this sale are hereby approved, ratified and confirmed. The undersigned hereby execute this Consent effective as of the ____________________ (date) and waive any and all requirements by statute or otherwise as to the necessity of a formal meeting or notice thereof to the undersigned. ___________________________________________ Printed or Typed Name of Shareholder and Director___________________________________________ Signature of Shareholder and Director ___________________________________________ Printed or Typed Name of Shareholder and Director___________________________________________ Signature of Shareholder and Director ___________________________________________ Printed or Typed Name of Shareholder and Director____________________________________________ Signature of Shareholder and Director