Custody Agreement and Power of Attorney. Upon delivering a request under this Section 4.2, Management Investors and their Permitted Transferees will, if requested by the Company, execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Company and one of the director designees referred to in Section 2.1(a)(i) with respect to such Stockholder's shares of Common Stock or Common Stock Equivalents to be registered pursuant to this Section 4.2 (a "Custody Agreement and Power of Attorney"). The Custody Agreement and Power of Attorney will provide, among other things, that the Stockholder will deliver to and deposit in custody with the custodian and attorney-in-fact named therein (who shall be reasonably satisfactory to one of the director designees referred to in Section 2.1(a)(i)) a certificate or certificates representing such shares of Common Stock or Common Stock Equivalents (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as such Stockholder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on such Stockholder's behalf with respect to the matters specified therein. Such Stockholder also agrees to execute such other agreements as the Company may reasonably request to further evidence the provisions of this Section 4.2.
Custody Agreement and Power of Attorney. The Custody Agreement and Power of Attorney will provide, among other things, that the Covered Person will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on such Covered Person’s behalf with respect to the matters specified therein. Such Covered Person also agrees to execute such other agreements as the Company may reasonably request to further evidence the provisions of this Section 2.3.
Custody Agreement and Power of Attorney. The Custody Agreement and Power of Attorney will provide, among other things, that the Management Stockholder will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Management Stockholder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Management Stockholder's behalf with respect to the matters specified therein.
Custody Agreement and Power of Attorney. Upon LWN's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to LWN with respect to the shares of Xxxxxx Common Stock to be registered pursuant to this Section 5.1 (a "Custody Agreement and Power of Attorney"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holder will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Xxxxxx Common Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified therein.
Custody Agreement and Power of Attorney. Upon delivering a Request or upon notice that the Selling Entity has decided to include shares held by the Purchaser, the Purchaser's Estate or the Purchaser's Trust, as the case may be, in the Proposed Sale, the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, will, if requested by the Selling Entity, execute and deliver a custody agreement and power of attorney in form and substance satisfactory to the Selling Entity with respect to the shares of Surviving Corporation Common Stock which are to be sold by the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, pursuant hereto (a "Custody Agreement and Power of Attorney"). The Custody Agreement and Power of Attorney will provide, among other things, that the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Surviving Corporation Common Stock (duly endorsed in blank by the registered owner or owners thereof) and irrevocably appoint said custodian and attorney-in-fact as the Purchaser or the Purchaser's Estate's or Purchaser's Trust's, as the case may be, agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Purchaser's or the Purchaser's Estate's or Purchaser's Trust's, as the case may be, behalf with respect to the matters specified therein.
Custody Agreement and Power of Attorney. The Custody Agreement and Power of Attorney will provide, among other things, that the Securityholder will deliver to and deposit in custody with the custodian and attorney-in-fact named therein (who shall be reasonably satisfactory to one of the THL Managers) a certificate or certificates representing such Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on such Securityholder's behalf with respect to the matters specified therein. Such Securityholder also agrees to execute such other agreements as the Company may reasonably request to further evidence the provisions of this Section 6.2.
Custody Agreement and Power of Attorney. The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney will not contravene any provision of (i) the certificate of incorporation, by-laws or similar organizational documents of such Selling Stockholder, as applicable, (ii) any agreement or other instrument binding upon such Selling Stockholder or (iii) any applicable law, judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Stockholder, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Stockholder of its obligations under this Agreement or the Custody Agreement or Power of Attorney of such Selling Stockholder, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Placement Shares and except, in the case of clauses (ii) and (iii) above, as would not have a material adverse effect on such Selling Stockholder.
Custody Agreement and Power of Attorney. Upon delivering a request under Section 3.1 of this Article II, the Shareholder will, if requested by the Company, execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Company with respect to the shares of Shareholder Common Stock to be registered pursuant to this Article II (a "Custody Agreement and Power of Attorney"). The Custody Agreement and Power of Attorney will provide, among other things that the Shareholder will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such Shareholder Common Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Shareholder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Shareholder's behalf with respect to the matters specified therein. The Shareholder shall also execute such other agreements as the Company may request to further evidence the provisions of this Article II.
Custody Agreement and Power of Attorney. Upon Genesis' request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to Genesis with respect to the shares of Registrable Securities to be registered pursuant to this Section 11.1 (a "Custody Agreement and Power of Attorney"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holder will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such Registrable Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified therein.
Custody Agreement and Power of Attorney. Upon delivering a --------------------------------------- Tag Along Notice or receiving a Drag-Along Notice, each NHR Holder will, if requested by the Selling Stockholder or the Dragging Stockholder, as the case may be, execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Selling Stockholder or the Dragging Stockholder with respect to the Common Shares that are to be sold by such NHR Holders pursuant to Section 3 or Section 4, as the case may be (a "Custody ------- Agreement and Power of Attorney"). The Custody Agreement and Power of Attorney ------------------------------- will provide, among other things, that each such NHR Holder will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such Common Shares (each duly endorsed in blank by the registered owner or owners thereof) and irrevocably appoint said custodian and attorney-in-fact as its agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on its behalf with respect to (and subject to the terms and conditions of) the matters specified in Section 3 or Section 4, as the case may be.
