Appointment; Power of Attorney Sample Clauses

Appointment; Power of Attorney. Franchisee hereby constitutes and appoints Franchisor and any officer or agent of Franchisor, for Franchisor’s benefit under the Franchise Agreement and this Telephone Listing Agreement or otherwise, with full power of substitution, as Franchisee’s true and lawful attorney-in-fact with full power and authority in Franchisee’s place and stead, and in Franchisee’s name or the name of any affiliated person or affiliated company of Franchisee, on Termination of the Franchise Agreement, to take any and all appropriate action and to execute and deliver any and all documents that may be necessary or desirable to accomplish the purposes of this Telephone Listing Agreement. Franchisee further agrees that this appointment constitutes a power coupled with an interest and is irrevocable until Franchisee has satisfied all of its obligations under the Franchise Agreement and any and all other agreements to which Franchisee and any of its affiliates on the one hand, and Franchisor and any of its affiliates on the other, are parties, including, without limitation, this Telephone Listing Agreement. Without limiting the generality of the foregoing, Franchisee hereby grants to Franchisor the power and right to do the following:
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Appointment; Power of Attorney. Franchisee hereby constitutes and appoints HOA and any officer or agent of HOA, for HOA’s benefit under this Agreement and this Agreement or otherwise, with full power of substitution, as Franchisee’s true and lawful attorney- in-fact with full power and authority in Franchisee’s place and stead, and in Franchisee’s name, on termination of this Agreement, to take any and all appropriate action and to execute and deliver any and all documents that may be necessary or desirable to accomplish the purposes of this Internet Listing Agreement. Franchisee further agrees that this appointment constitutes a power coupled with an interest and is irrevocable. Without limiting the generality of the foregoing, Franchisee hereby grants to HOA the power and right to do the following:
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Appointment; Power of Attorney. Each Second Lien Creditor, Debtor, Subordinated Debtor and each Subordinated Creditor by way of security irrevocably appoints the Senior Security Agent (or, following the Senior Discharge Date, the Second Lien Security Agent) as its attorney (with full power of substitution), on its behalf and in its name or otherwise, at such time until, in the case of:
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Appointment; Power of Attorney. (i) At the Effective Time and without further act of the Company or any Company Equityholder, the Equityholders’ Representative shall be appointed as exclusive agent and true and lawful attorney in fact for each Company Equityholder under this Agreement, the Paying Agent Agreement and under the Equityholders’ Representative Engagement Agreement, for and on behalf of the Company Equityholders, including to give and receive notices and communications and to take or refrain from taking any and all action on behalf of the Company Equityholders pursuant to this Agreement, the Paying Agent Agreement and the Equityholders’ Representative Engagement Agreement which the Equityholders’ Representative deems necessary or appropriate in its sole discretion, including in connection with the determination of the Final Merger Consideration and incurring and paying expenses on behalf of the Company Equityholders. Notwithstanding the foregoing, the Equityholders’ Representative shall have no obligation to act on behalf of the Company Equityholders, except as expressly provided herein, in the Paying Agent Agreement and in the Equityholders’ Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Equityholders’ Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Schedule. The Person acting as Equityholders’ Representative may resign at any time and may be changed from time to time by approval of the holders of a majority of the outstanding shares of Company Capital Stock, voting together as a single class on an As-Converted Basis immediately prior to the Effective Time upon not less than fifteen (15) calendar days’ prior written notice to Parent and the current Equityholders’ Representative. Any vacancy in the position of Equityholders’ Representative may be filled by approval of the holders of a majority of the outstanding shares of Company Capital Stock, voting together as a single class on an As-Converted Basis immediately prior to the Effective Time. The powers, immunities and rights to indemnification granted to the Equityholders’ Representative Group hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Company Equityholder and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Company Equityholder of the whole or any fraction of his, her or its interest in th...
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Appointment; Power of Attorney. At the Effective Time, and without further act of the Company or any Company Shareholder, the Shareholders’ Representative will be appointed as representative, agent and attorney-in-fact for each Company Shareholder, for and on behalf of each such Company Shareholder, for all purposes in connection with this Agreement and the other Company Documents (which includes the Shareholders’ Representative’s Engagement Letter) or the Parent Document including to give and receive notices and communications and to take any and all action on behalf of each such Company Shareholder pursuant to this Agreement. The Person acting as Shareholders’ Representative may be changed from time to time by a majority vote of the Persons listed on Section 10.2 of the Company Disclosure Letter (the “Advisory Committee”) upon not less than 10 Business Days’ prior written notice to Parent and the current Shareholders’ Representative in accordance with Section 10.6. Any vacancy in the position of Shareholders’ Representative will be filled by a majority vote of the Advisory Committee. No bond will be required of the Shareholders’ Representative. Subject to Section 10.6, notices to or from the Shareholders’ Representative will constitute notice to or from each of such Company Shareholders. The Shareholders’ Representative may resign at any time upon 20 days’ advance written notice to the Advisory Committee.
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Appointment; Power of Attorney. 1.1 He shall always represent the Company jointly with another managing director or “Prokurist”.
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Related to Appointment; Power of Attorney

  • Power of Attorney A. Each Limited Partner and each Assignee constitutes and appoints the General Partner, any Liquidator, and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead to:

  • Special Power of Attorney (a) Each Member hereby irrevocably makes, constitutes and appoints each Director, acting severally, and any liquidator of the Company’s assets appointed pursuant to Section 6.2 hereof with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, such Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish:

  • LIMITED POWER OF ATTORNEY The Adviser hereby appoints the Sub-Adviser as the Trust’s agent and attorney-in-fact for the limited purpose of executing account documentation, agreements, contracts and other documents on behalf of the Portfolio(s), as the Sub-Adviser shall be requested by brokers, dealers or other intermediaries, counterparties and other persons or entities in connection with the services provided by it hereunder. The Adviser, on behalf of the Trust, hereby ratifies and confirms as good and effectual, at law or in equity, all that the Sub-Adviser, and its officers and employees, may do in the capacity as attorney-in-fact. Nothing in this Agreement shall be construed as imposing a duty on the Sub-Adviser, or its officers and employees, to act on or assume responsibility for any matters in its capacity as attorney-in-fact. Any person dealing with the Sub-Adviser in its capacity as attorney-in-fact hereunder is hereby expressly put on notice that the Sub-Adviser is acting solely in the capacity as an agent of the Trust, that the Trust’s certificate of trust is on file with the Delaware Secretary of State and that the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series of the Trust are enforceable against the assets of such series only, and not against the assets of the Trust generally, or any other series thereof. The Sub-Adviser assumes no personal liability whatsoever for obligations of the Portfolio(s) entered into by the Sub-Adviser in its capacity as attorney-in-fact. For the avoidance of doubt, nothing in this Section 4 is intended to obviate any liability of the Sub-Adviser under this Agreement to the extent contemplated in Section 6.A. If requested by the Sub-Adviser, the Adviser agrees to have the Trust execute and deliver to the Sub-Adviser a separate form of Limited Power of Attorney in form and substance reasonably acceptable to the Sub-Adviser.

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