Legal Board Execution Document

LEGAL BOARD EXECUTION DOCUMENT

This Legal Board Execution Document (the "Document") is made as of Meeting Date: by and between Company Name: , a business entity formed under the laws of , and Board Representative Name: in the capacity of (collectively, the "Parties").

RECITALS

WHEREAS, the board of directors or other governing body of the Company duly convened a meeting on the date set forth above at and considered certain matters requiring authorization and execution of instruments on behalf of the Company;

WHEREAS, the board has determined that it is in the best interests of the Company to authorize designated officers or representatives to execute, deliver and otherwise effectuate specified documents and transactions on behalf of the Company in accordance with the terms and limitations set forth in this Document; and

WHEREAS, the Parties desire a written record of the authority granted, the scope of such authority, and the required ratifications and certifications.

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

1. AUTHORIZATION

The board hereby authorizes the following persons, acting singly or jointly as indicated, to execute and deliver on behalf of the Company the documents and instruments described in Section 2 and to take such actions as are reasonably necessary or convenient to effectuate the matters authorized by this Document:

2. SCOPE OF AUTHORITY

The authority granted under this Document includes, without limitation, the execution, delivery, amendment, performance and enforcement of agreements, certificates, instruments, financing documents, affidavits, notices, consents and related documents necessary or incidental to the transactions described below. The authorized persons may negotiate terms, affix the corporate seal where required, and take all further actions which they determine in good faith to be necessary or desirable to consummate the transactions.

3. LIMITATIONS

The authority granted by this Document is subject to the following limitations: (a) no authorized officer may enter into any transaction that would require shareholder approval under applicable law without obtaining such approval in accordance with applicable corporate governance procedures; (b) financial commitments in excess of must be presented to the board for separate approval unless previously authorized in writing by the board; and (c) any action that would materially change the nature of the Company’s business shall require additional board approval.

4. RATIFICATION

All actions taken prior to the date of this Document by any officer or representative of the Company that are within the authority conferred herein are hereby ratified, approved and confirmed in all respects. Any agreement or instrument executed by an authorized officer in accordance with this Document shall be binding upon the Company and enforceable in accordance with its terms.

5. REPRESENTATIONS AND WARRANTIES

The Company represents and warrants that it is duly organized and validly existing under the laws of the jurisdiction stated above, that this Document has been duly authorized by all necessary corporate action, and that the person(s) granted authority have the requisite corporate authority to act on behalf of the Company. The Representative represents and warrants that he or she has the authority to act in the representative capacity stated herein.

6. CERTIFICATION BY SECRETARY

The undersigned, being the Corporate Secretary (or equivalent) of the Company, hereby certifies that the resolution authorizing the matters set forth in this Document was duly adopted by the Company’s board of directors in accordance with applicable law and the Company's governing documents, and that such authorization is now in full force and effect.

7. NOTICES

All notices, demands or other communications required or permitted under this Document shall be in writing and delivered to the addresses set forth below (or to such other address as a Party may designate by notice in accordance with this Section). Notice shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or, if mailed, three (3) business days after deposit in the mail.

8. AMENDMENTS; WAIVER

This Document may be amended or modified only by a written instrument executed by the Parties. No failure or delay by any Party in exercising any right or remedy hereunder shall operate as a waiver of such right or remedy, and no single or partial exercise of any such right or remedy shall preclude any other or further exercise thereof.

9. COUNTERPARTS; ELECTRONIC SIGNATURES

This Document may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means (including facsimile, PDF or other electronic transmission) shall be deemed original signatures for all purposes.

10. GOVERNING LAW

This Document shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to its conflicts of laws principles.

11. ENTIRE AGREEMENT

This Document, together with any documents or instruments executed pursuant 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 written or oral.

12. SEVERABILITY

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

MISCELLANEOUS PROVISIONS

Sign Now