Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the Underwriter, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx and Exxx X. Xxxxx, , or any of them, as attorney(s)-in-fact (the “Attorney(s)-in-Fact”) and American Stock Transfer & Trust Company, LLC, as custodian (the “Custodian”); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriter the Securities to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriter to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Underwriting Agreement.
Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has duly authorized, executed and delivered, in the form heretofore furnished to the Representative, the Power of Attorney and Custody Agreement with Edward W. Stack and Michael F. Hines as attorneys in fact (each, ax "Xxxxxxxx xx Fact") xxx xxx Xxxxxxy as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefore; and each Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(g) or that may be required pursuant to Sections 5(n) and 5(o) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Agreement. This Agreement has been duly authorized by such Selling Stockholder and has been duly executed and delivered by or on behalf of such Selling Stockholder. To the extent such Selling Stockholder is or is supposed to be a party to the Exchange Agreement, the Exchange Agreement has been authorized, executed and delivered by such Selling Stockholder.
Due Execution of Power of Attorney and Custody Agreement. Each such Selling Shareholder has duly executed and delivered a Power of Attorney and Custody Agreement; the Custodian is authorized by each such Selling Shareholder to deliver the International Securities to be sold by such Selling Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact named in the Power of Attorney and Custody Agreement executed by such Selling Shareholder is authorized by such Selling Shareholder to execute and deliver this Agreement and the certificate referred to in Section 5(e) of this Agreement or that may be required pursuant to Sections 5(m) or 5(n) of this Agreement on behalf of such Selling Shareholder, to sell, assign and transfer to the International Managers the International Securities to be sold by such Selling Shareholder hereunder, to determine the purchase price to be paid by the U.S. Underwriters to such Selling Shareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder in connection with this Agreement.
Due Execution of Power of Attorney and Custody Agreement. The Selling Shareholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with each of Xxxxx X. Xxxxxxx and Xxxxxx Xxxxxxx as attorney-in-fact (the “Attorney-in-Fact”) and American Stock Transfer & Trust Company, LLC, as custodian (the “Custodian”).
Due Execution of Power of Attorney and Custody Agreement. Such Participating Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the Representative, the Power of Attorney appointing Salvatori A. Ranieri, Patricia A. Sloan or either of them, as xxxxxxxx(x)-xx-faxx (xxx "Xxxxxxxx(s)-in-Fact") and a Custody Agreement, with The Bank of New York (the "Custodian") as custodian (the "Custody Agreement"), and the Custodian is authorized to accept payment for, and, upon receipt of such payment and written instructions from such Participating Selling Stockholder or the Attorney-in-Fact, as the case may be, to deliver, the Stock to be sold by such Participating Selling Stockholder hereunder; and each Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 9(k) hereof on behalf of such Participating Selling Stockholder, to sell, assign and transfer to the U.S. Underwriters and the International Managers the Stock to be sold by such Participating Selling Stockholder hereunder and under the International Underwriting Agreement, to determine the purchase price to be paid by the U.S. Underwriters and the International Managers to such Participating Selling Stockholder, as provided in Section 3 hereof, to authorize the delivery of the Stock to be sold by such Participating Selling Stockholder hereunder and under the International Underwriting Agreement, to accept payment therefor, and otherwise to act on behalf of such Participating Selling Stockholder in connection with this Agreement and the International Underwriting Agreement.
Due Execution of Power of Attorney and Custody Agreement. The Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Custody Agreement with SunTrust Bank, Atlanta, as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by the Selling Stockholder hereunder and to accept payment therefor.
Due Execution of Power of Attorney and Custody Agreement. Such Selling Shareholder has duly executed and delivered, in the form heretofore furnished to the U.S. Representatives, the Power of Attorney and Custody Agreement with Philxx X. Xxxxxxxx xxx Stevxx X. Xxxxx, xx attorneys-in-fact (the "Attorneys-in-Fact") and Merrxxx Xxxxx, Xxerxx, Fennxx & Xmitx Xxxorporated, as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Shareholder under this Agreement and the U.S. Purchase Agreement and to accept payment therefor; and the Attorney-in-Fact is authorized to execute and deliver this Agreement and the U.S. Purchase Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section 5(n) on behalf of such Selling Shareholder, to sell, assign and transfer to the International Managers and the U.S. Underwriters the Securities to be sold by such Selling Shareholder under this Agreement and the U.S. Purchase Agreement, respectively, to determine, in compliance with the limitations set forth in that certain Agreement, dated as of June 18, 1997, by and among the Company, Robexx Xxxxx xxx Josexx Xxxxx (xx the form previously provided to the U.S.
Due Execution of Power of Attorney and Custody Agreement. Such Selling Shareholder has duly executed and delivered, in the form heretofore furnished to the Representative, the Power of Attorney and Custody Agreement with Xxxxxxxx X. Xxxxxxx, as attorney-in-fact (in such capacity, the “Attorney-in-Fact”) and Broadridge Corporate Issuer Solutions, as custodian (the “Custodian”) and the Power of Attorney and Custody Agreement constitute valid and legally binding obligations of such Selling Shareholder enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
Due Execution of Power of Attorney and Custody Agreement. Seller has duly executed and delivered, in the form heretofore furnished to the U.S. Representatives, the Power of Attorney and Custody Agreement with Xxxxxx Xxxxx (or in certain circumstances, others) of Xxxxxxxxxx, Sandler, Kohl, Xxxxxx & 2
Due Execution of Power of Attorney and Custody Agreement. To the extent applicable, the Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with Xxxxxxxxx X. Xxxxx, the Chairman and Chief Executive Officer of the Company, and Xxxxx X. Xxxxxxxx, the Chief Financial Officer of the Company, or any of them, as attorneys- in-fact (the "Attorneys-in-Fact") and State Street Bank and Trust Company of California, N.A., as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section 5(l) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Agreement.
