Appointment as Attorney-in-Fact and Agent. Each Seller hereby appoints the Representative as such Xxxxxx’s true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, in such Seller’s name, place and stead, in any and all capacities, in connection with the Transaction Documents and the Contemplated Transactions, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the Transaction Documents and the Contemplated Transactions as fully to all intents and purposes as such Seller might or could do in person.
Appointment as Attorney-in-Fact and Agent. Seller hereby appoints the Seller’s Representative as Seller’s true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, in Seller’s name, place and stead, in any and all capacities, in connection with this Agreement and any other document entered into in connection herewith and the transactions contemplated hereby and thereby, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with this Agreement or any other document entered into in connection herewith and the transactions contemplated hereby and thereby as fully to all intents and purposes as Seller might or could do in person. The grant of authority provided for in this Section 8.03: (a) is coupled with an interest and is being granted, in part, as an inducement to the Company, Seller and Buyer to enter into this Agreement and will be irrevocable and survive the death, incompetency, bankruptcy, dissolution or liquidation of Seller and will be binding on any successor thereto; and (b) may be exercised by the Seller’s Representative acting by signing as Seller’s Representative of Seller.
Appointment as Attorney-in-Fact and Agent. Each Seller and Sosnoff hereby appoints the Representative as such Person’s true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, in such Person’s name, place and stead, in any and all capacities, in connection with this Agreement and the transactions contemplated by this Agreement, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the transactions contemplated by this Agreement as fully to all intents and purposes as such Person might or could do in person. Notwithstanding the foregoing, if a Seller is an individual signing this Agreement in the State of New York, this Section 2.6(c) shall not apply. In lieu of this Section 2.6(c), such Seller and Sosnoff has executed a separate power of attorney in the form attached as Exhibit E.
Appointment as Attorney-in-Fact and Agent. Each Stockholder, by approving the Merger and consenting to the transactions contemplated by this Agreement, or by execution and delivery of a Letter of Transmittal, will have irrevocably appointed the Stockholder Representative as such Stockholder’s true and lawful attorney-in-fact and exclusive agent, with full powers of substitution and resubstitution, in such Stockholder’s name, place and stead, in any and all capacities, in connection with this Agreement, the Escrow Agreement, the Stockholder Representative Engagement Agreement and the transactions contemplated by this Agreement, granting unto said attorney-in-fact and exclusive agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with this Agreement, the Escrow Agreement, the Stockholder Representative Engagement Agreement and the transactions contemplated by this Agreement as fully to all intents and purposes as such Stockholder might or could do in person.
