RESOLUTION - Ambler Food Co-op Membership
Adopted October 9, 2016
WHEREAS, at a meeting held on November 17, 2015, Ambler Food Co-op (the “Co-op”) members voted to support a potential partnership with Weavers Way Co-op (“Weavers Way”) so that the Co-op may continue its mission and secure a store location in Ambler, Pennsylvania in a more expeditious manner;
WHEREAS, such vote was conditioned upon the Co-op and Weavers Way following certain guiding principles throughout the process of establishing the potential partnership;
WHEREAS, Weavers Way and the Co-op wish to ensure that Co-op members become full standing members of Weavers Way and, accordingly, receive all benefits associated with such status;
WHEREAS, the sale of all or substantially all of the assets of the Co-op, the merger of the Co-op with another entity, or the acquisition of the Co-op by another entity may require a majority vote of the ballots cast by the members of the Co-op;
WHEREAS, the Board of Directors of the Co-op recommends that the members of the Co-op approve a transaction with Weavers Way in the form of a sale of all or substantially all of the assets of the Co-op to Weavers Way (or an affiliate of Weavers Way), the merger of the Co-op with and into Weavers Way (or an affiliate of Weavers Way), or the acquisition of the Co-op by Weavers Way (or an affiliate of Weavers Way), the final structure of which, shall be determined through negotiations between the Co-op and Weavers Way (any such transaction, the “Sale”);
WHEREAS, in connection with the Sale, each current Co-op member will receive equity in Weavers Way.
WHEREAS, the Board deems it advisable and in the best interests of the Co-op to adopt the following resolutions:
NOW, THEREFORE, BE IT RESOLVED, that the Co-op members approve the Sale;
RESOLVED FURTHER, that the President, Secretary or any other officer of the Co-op (each, an “Authorized Officer”), be, and each of them hereby is, authorized and empowered, for and on behalf of the Co-op, to execute and deliver each of the agreements, exhibits, certificates, documents and instruments necessary or appropriate to consummate the Sale (collectively, the “Sale Agreements”); and
RESOLVED FURTHER, that the acts of each of the Authorized Officers in connection with the negotiation, execution and delivery of the Sale Agreements and the transactions contemplated by the foregoing resolutions be, and they hereby are, approved, adopted, ratified and confirmed; and
RESOLVED FURTHER, that, without limiting the generality of any authorization or direction contained in any of the foregoing resolutions, the Authorized Officers be, and hereby are, authorized and empowered on behalf of the Co-op, to do or cause to be done all such acts and things and to execute, deliver, perform and file or cause to be filed any and all instruments and documents as they individually may deem necessary or desirable to give effect to and accomplish the purposes and intent of the foregoing resolutions and to consummate the transactions contemplated by the Sale Agreements and the foregoing resolutions.