Legal Transaction Approval Form

Legal Transaction Approval Form

This Legal Transaction Approval Form is made as of by and between Requesting Party: and Approving Authority: .

Recitals

WHEREAS, Requesting Party seeks approval of the transaction described as (the "Transaction"), the principal terms of which include an aggregate consideration of $ and an anticipated effective date of .

WHEREAS, the Approving Authority has reviewed supporting documentation, including board resolution reference: , related agreements and counsel memoranda.

WHEREAS, the parties desire to document the approval decision, conditions, and authorities related to the Transaction.

NOW THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Definitions

In this Form, unless the context otherwise requires: "Approval" means the consent granted by Approving Authority as set forth in Section 2; "Conditions Precedent" means the matters set forth in Section 4 that must be satisfied prior to effectiveness; "Confidential Information" has the meaning set forth in Section 7.

2. Approval

The Approving Authority hereby: (select applicable box(es)) Grants approval Grants approval subject to conditions Denies approval.

3. Scope of Authority

Approval granted under Section 2 authorizes Requesting Party to execute and deliver the Transaction documents and to take such actions as are necessary to consummate the Transaction, provided that no material amendment to price, counterparty, or scope shall be made without further written approval from Approving Authority. Any deviation from the approved terms constitutes a material breach of this Form.

4. Conditions Precedent

The obligations of the Approving Authority to permit closing are subject to the satisfaction (or waiver in writing) of the following conditions precedent:

1. Receipt of final executed Transaction documents in form and substance satisfactory to counsel for Approving Authority;
2. Delivery of certified board resolutions and officer certificates evidencing requisite corporate authority;
3. Completion of any required third-party consents and regulatory approvals identified in the supporting materials;
4. No material adverse change in the business, assets, liabilities, or financial condition of the parties between the date of this Form and the Closing Date.

5. Representations and Warranties

Each party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under applicable law; (b) it has full power and authority to execute, deliver and perform this Form and the Transaction documents to which it is a party; and (c) execution and performance of this Form will not violate any agreement or order binding on such party.

6. Covenants

Requesting Party covenants that it will: (a) comply with the conditions precedent in Section 4; (b) promptly provide Approving Authority with all material documents and updates relating to the Transaction; and (c) not take any action that would reasonably be expected to frustrate the consummation of the Transaction without prior written consent of Approving Authority.

7. Confidentiality

All non-public information exchanged by the parties in connection with the Transaction shall be treated as Confidential Information. Neither party shall disclose such Confidential Information except as required by law or as necessary to effectuate the Transaction, provided that the disclosing party first obtains a written confidentiality undertaking from any third party receiving such information.

8. Notices

Any notice required or permitted under this Form shall be in writing and delivered to the addresses set forth below or to such other address as a party designates in writing.

9. Certification by Legal Counsel and Risk Assessment

Legal counsel to the Requesting Party certifies that it has reviewed the Transaction documents and, to the best of its knowledge after reasonable inquiry, they are in form and substance consistent with the approvals granted herein. Certified

Risk assessment (select all that apply): Low Medium High

10. Governing Law

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

11. Entire Agreement

This Form, together with the Transaction documents expressly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations and understandings, whether written or oral.

12. Severability

If any provision of this Form is determined to be invalid, illegal or unenforceable in any respect, such invalidity shall not affect the validity of any other provision of this Form, which shall remain in full force and effect.

13. Amendments and Waiver

No amendment or waiver of any provision of this Form shall be effective unless in writing and signed by both parties. Failure or delay by any party to exercise any right under this Form shall not operate as a waiver of that right.

14. Counterparts

This Form may be executed in counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding for all purposes.

Related Documents and Notes

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