Corporate Changes Agreement

Corporate Changes Agreement

This Corporate Changes Agreement (the "Agreement") is made and entered into as of by and between Company A Name: , a organized under the laws of , with principal place of business at ; and Company B Name: , a organized under the laws of , with principal place of business at (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Company A and Company B desire to effect certain corporate changes affecting the capital structure, charter or organizational documents and corporate governance of one or both Parties as described in this Agreement; and

WHEREAS, the Parties have negotiated the terms and conditions under which such changes shall be proposed, approved and implemented and desire to memorialize their mutual covenants, representations and obligations with respect thereto; and

WHEREAS, the Parties intend that the corporate changes shall be implemented in compliance with applicable law and the organizational documents of the affected Party(ies) and that all required board and shareholder actions shall be obtained.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

1.1. "Effective Date" means the date specified in Section 5.1 of this Agreement or such other date as the Parties may agree in writing.

1.2. Terms used and not otherwise defined herein shall have the meanings ascribed to them in the applicable organizational documents of the affected Party or, if not defined therein, as commonly understood in corporate practice.

2. Corporate Changes

2.1. Summary of Changes. The Parties hereby agree that the following corporate changes shall be proposed and effected in accordance with this Agreement:

2.2. Implementation. Each Party shall take all actions reasonably necessary to prepare, propose and implement the Changes, including preparing any resolutions, notices, amendments to certificates of incorporation or similar instruments, registration statements and filings with governmental authorities where required.

2.3. Limited Scope. Except as expressly set forth in this Agreement, no Party shall be deemed to have consented to any other modification of corporate governance, transfer of assets, or change of control beyond the Changes described in Section 2.1.

3. Board Resolutions and Shareholder Approvals

3.1. Required Actions. Each Party shall cause its board of directors (or equivalent governing body) to adopt resolutions recommending or approving the Changes and, where required by law or its organizational documents, shall seek and obtain shareholder approval prior to filing or effecting any Change.

3.2. Evidence of Approval. Promptly after obtaining any board or shareholder approvals required under this Agreement, the Party obtaining such approval shall deliver to the other Party certified copies of the resolutions, meeting minutes and any executed written consents, together with any executed amendments to organizational documents.

4. Amendment of Organizational Documents

4.1. Form of Amendments. Any amendment to charter, articles of organization, bylaws or operating agreement required to effect the Changes shall be in form and substance reasonably satisfactory to the Parties and shall be executed in accordance with applicable law and such Party's organizational documents.

4.2. Filings. The Party responsible for filing any amendment with a governmental authority shall promptly provide the other Party with copies of all filed documents and proof of filing.

5. Representations and Warranties

5.1. Representations of Each Party. Each Party represents and warrants to the other Party as of the Effective Date that:

(a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction identified in the opening paragraph and has the corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby; and

(b) the execution, delivery and performance by it of this Agreement have been duly authorized by all necessary corporate or other organizational action and do not and will not (i) violate its organizational documents, (ii) violate any law applicable to it, or (iii) constitute a default under any material agreement to which it is a party.

5.2. Additional Warranties. Each Party further warrants that, to its knowledge, there are no pending actions, claims or investigations that would reasonably be expected to prevent or materially impair the implementation of the Changes.

6. Indemnification

6.1. Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors, members and affiliates from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of any representation, warranty or covenant made by the indemnifying Party in this Agreement.

6.2. The indemnification obligations set forth in this Section 6 shall survive termination of this Agreement for a period of two (2) years.

7. Further Assurances

Each Party shall execute and deliver such further instruments and take such further actions as may be reasonably necessary or desirable to effect, evidence or implement the transactions contemplated by this Agreement.

8. Notices

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be delivered to the addresses set forth below (or to such other address as a Party may specify by notice in accordance with this Section).

9. Governing Law

This Agreement shall be governed by and construed in accordance with the internal substantive laws of without regard to principles of conflicts of law that would result in the application of the laws of any other jurisdiction.

10. Entire Agreement

This Agreement, together with any exhibits and schedules hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties relating to such subject matter.

11. Severability

If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, and the remaining provisions shall remain in full force and effect.

12. Amendments; Waiver

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement is sought. No failure or delay by any Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof.

13. Counterparts

This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed an original and all of which taken together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed to be original signatures.

14. Remedies

Except as expressly limited herein, the Parties acknowledge that a breach of this Agreement may cause irreparable harm for which monetary damages may be an inadequate remedy and, in addition to any other remedies available at law or in equity, the non-breaching Party shall be entitled to seek injunctive relief.

15. Execution

The Parties have executed this Agreement as of the date first written above.

Sign Now