Common use of Due Execution of Power of Attorney and Custody Agreement Clause in Contracts

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. Such Selling Stockholder has duly authorized, executed and delivered, in the form heretofore furnished to the RepresentativeU.S. Representatives, the Power of Attorney and Custody Agreement with Edward W. Stack Xxxxx X. Halls and Michael F. Hines M. Xxxxxx Xxxx, or either of them, as attorneys in attorneys-in-fact (each, ax the "Xxxxxxxx xx Attorneys-in-Fact") xxx xxx Xxxxxxy and American Stock Transfer and Trust Company, as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment thereforetherefor; and each Attorney-in-Fact is authorized to execute and deliver this Agreement and the International Purchase Agreement and the certificate referred to in Section 5(g5(l) or that may be required pursuant to Sections 5(n5(s) and 5(o5(t) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder hereunderhereunder and thereunder, [to determine the purchase price to be paid by the U.S. 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 hereunderhereunder and thereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Agreement and the International Purchase 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. Such Selling Stockholder Shareholder has duly authorized, executed and delivered, in the form heretofore furnished to the RepresentativeU.S. Representatives, the Power of Attorney and the Custody Agreement with Edward W. Stack Min X. Xxx and Michael F. Hines Xxxx X. Xxxxxxx, or either of them, as attorneys in attorney(s)-in-fact (each, ax the "Xxxxxxxx xx Attorney(s)-in-Fact") xxx xxx Xxxxxxy and UMB Bank N.A., as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and under the International Purchase Agreement and to accept payment thereforetherefor; and each Attorney-in-Fact is authorized to execute and deliver this Agreement and the International Purchase Agreement and the certificate referred to in Section 5(g5(f) hereof and thereof or that may be required pursuant to Sections 5(nSection 5(m) hereof and 5(o) thereof on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the U.S. Underwriters and the International Managers, as the case may be, the Securities to be sold by such Selling Stockholder hereunderShareholder hereunder and thereunder, to determine the purchase price to be paid by the U.S. Underwriters and the International Managers, as the case may be, to such Selling StockholderShareholder, as provided in Section 2(a) hereofhereof and of the International Purchase Agreement, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunderShareholder hereunder and thereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Agreement and the International Purchase 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. Such Non- Major Selling Stockholder has duly authorized, executed and delivered, in the form heretofore furnished to the RepresentativeU.S. Representatives, the Power of Attorney and Custody Agreement with Edward W. Stack and Michael F. Hines Xxxxxxxxxx as attorneys in attorney-in-fact (each, ax "Xxxxxxxx xx Fact") xxx xxx Xxxxxxy as custodian (the "CustodianAttorney-in- Fact"); 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 deliver or cause to be delivered the Securities to be sold by such Non-Major Selling Stockholder hereunder, the International Purchase Agreement and the applicable Repurchase Agreement and to accept or direct payment therefor, to execute and deliver this Agreement, the International Purchase Agreement and the applicable Repurchase Agreement and the certificate referred to in Section 5(g) or that may be required pursuant to Sections 5(n) and 5(o5(i) on behalf of such Non-Major Selling Stockholder), to sell, assign and transfer to the U.S. Underwriters the U.S. Securities to be sold by such Non-Major Selling Stockholder hereunder, to determine the purchase price to be paid by the U.S. Underwriters to such Non-Major Selling Stockholder, 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 Non-Major Selling Stockholder in connection with this Agreement, the International Purchase Agreement and the applicable Repurchase Agreement. This Agreement has been duly authorized by The representations and warranties of such Non-Major Selling Stockholder in the applicable Power of Attorney and has been duly executed Custody Agreement are, and delivered at the Closing Time and as of each Date of Delivery (if any) will be, true and correct. The parties hereto agree that the Attorney-in-Fact shall have no liability as a result of any inaccuracy or breach of a representation or warranty 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 any Non-Major Selling Stockholder.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly authorized, executed and delivered, in the form heretofore furnished to the RepresentativeRepresentative(s), the Power of Attorney and Custody Agreement with Edward W. Stack appointing Sxxxxx Xxxxxxx, Rxxxxxx X. Xxxxxx and Michael F. Hines Lxxx Xxxxxxx, or any of them, as attorneys in such Selling Shareholder’s attorney(s)- in-fact (eachthe “Attorney(s)-in-Fact”), ax "Xxxxxxxx xx Fact") xxx xxx Xxxxxxy with authority to execute and deliver this Agreement on behalf of such Selling Shareholder, and appointing Computershare Trust Company, N.A., as custodian (the "“Custodian"”); the Custodian is authorized to deliver certificates in negotiable form, endorsed in blank or accompanied by blank stock powers duly executed, with signatures appropriately guaranteed, representing the Securities to be sold by such Selling Stockholder Shareholder hereunder have been deposited with the Custodian pursuant to the Power of Attorney and Custody Agreement for the purpose of delivery pursuant to accept payment thereforethis Agreement; and each Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(g5(f) or that may be required pursuant to Sections 5(n5(m) and 5(o5(n) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder 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. Such Selling Stockholder Shareholder has duly authorized, executed and delivered, in the form heretofore furnished to the RepresentativeRepresentatives, the Power of Attorney and Custody Agreement with Edward W. Stack Robert E. Alderson and Michael F. Hines David Mussafer, or any of them, as attorneys in fact attxxxxxx-xx-xxxx (eachxxe "Atxxxxxxx-xx-Xxxt"), ax "Xxxxxxxx xx Fact") xxx xxx Xxxxxxy and StockTrans, Inc., as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment thereforetherefor; and each Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(g5(f) or that may be required pursuant to Sections 5(n5(m) and 5(o5(n) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling StockholderShareholder (subject to the limitations set forth in such Power of Attorney and Custody Agreement), as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Agreement. This To the extent such Selling Shareholder is a party to the Repurchase Agreement, the Repurchase Agreement has been duly authorized by such Selling Stockholder and has been duly authorized, executed and delivered by or on behalf of such Selling StockholderShareholder. To the extent such Selling Stockholder Shareholder is or is supposed to be a party to the Exchange Agreement, the Exchange Agreement has been duly authorized, executed and delivered by such Selling StockholderShareholder.

Due Execution of Power of Attorney and Custody Agreement. Such The Selling Stockholder Shareholder has duly authorized, executed and delivereddelivered the Power of Attorney, in the form heretofore furnished to the RepresentativeUnderwriter, appointing the person or persons indicated in such Power of Attorney Attorney, and Custody Agreement with Edward W. Stack and Michael F. Hines each of them, as attorneys in the Selling Shareholder's Attorneys-in-fact (each, ax the "Xxxxxxxx xx Attorneys-in Fact" or any one of them the "Attorney-in 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 with authority 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 the Selling Stockholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder hereunderShareholder, to determine the purchase price to be paid by the Underwriters Underwriter to such the Selling Stockholder, Shareholder as provided in Section 2(a) hereofherein, to authorize the delivery of the Securities to be sold by such the Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such the Selling Stockholder Shareholder in connection with the transactions contemplated by this Agreement and the Custody Agreement. This ; certificates in negotiable form representing all of the Securities to be sold by the Selling Shareholder hereunder have been placed in custody under a Custody Agreement has been duly authorized by relating to such Securities, and the Selling Stockholder and has been Shareholder represents that the Custody Agreement is in the form heretofore furnished to the Underwriter, duly executed and delivered by the Selling Shareholder to Xxxx Xxxxxxxxx, as custodian (the "Custodian"); the Selling Shareholder specifically --------- agrees that the Securities, represented by the certificates held in custody for the Selling Shareholder under the Custody Agreement, are subject to the interests of the Underwriter hereunder, and that the arrangements made by the Selling Shareholder for such custody, and the appointment by the Selling Shareholder of the Attorneys-in-Fact by the Power of Attorney, are to that extent irrevocable. The Selling Shareholder specifically agrees that the obligations of the Selling Shareholder hereunder shall not be terminated by operation of law, whether by the death or incapacity of any individual person, or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such trust, or in the case of a partnership or corporation, by the dissolution of such partnership or corporation, or by the occurrence of any other event. If any such executor or trustee should die or become incapacitated, or if any such trust should be terminated, or if any such partnership or corporation should be dissolved, or if any other such event should occur, before the delivery of the Securities by it hereunder, certificates representing such Securities shall be delivered by or on behalf of such the Selling Stockholder. To Shareholder in accordance with the extent such Selling Stockholder is or is supposed to be a party terms and conditions of this Agreement, and the Custody Agreement, and actions taken by the Attorneys-in-Fact pursuant to the Exchange AgreementPower of Attorney shall be as valid as if such death, incapacity, termination, dissolution or other event had not occurred, regardless of whether or not the Custodian, the Exchange Agreement has been authorizedAttorneys-in-Fact, executed and delivered by or any of them, shall have received notice of such Selling Stockholderdeath, incapacity, termination, dissolution or other event.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly authorized, executed and delivered, in the form heretofore furnished to the RepresentativeUnderwriters, the Power of Attorney and with Willxxx X. Xxxxxxx xxx Danixx X. Xxxxxxxx, xxch as attorney-in-fact (each an "Attorney-in-Fact") and, if applicable, the Custody Agreement with Edward W. Stack and Michael F. Hines as attorneys in fact (eachthe Company, ax "Xxxxxxxx xx Fact") xxx xxx Xxxxxxy as custodian (the "Custodian"); if such Selling Shareholder has executed the Custody Agreement, the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept ac- cept payment thereforetherefor; 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(o5(f) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the International Managers and the U.S. Underwriters the Securities to be sold by such Selling Stockholder hereunderShareholder hereunder and under the U.S. Purchase Agreement, to determine the purchase price to be paid by the Underwriters to such Selling StockholderShareholder, as provided in Section 2(a2(c) hereofhereof and of the U.S. Purchase Agreement, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunderShareholder hereunder and under the U.S. Purchase Agreement, to accept payment therefortherefor and, in the case of Mr. Xxxxx, xx exercise his options in order to sell the Securities to be sold by him pursuant to the Purchase Agreements and otherwise to act on behalf of such the Selling Stockholder Shareholder in connection with this Agreement and the U.S. Purchase 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. Such -------------------------------------------------------- Selling Stockholder Shareholder has duly authorized, executed and delivered, in the form heretofore furnished to the RepresentativeRepresentatives, the Power of Attorney and Custody Agreement with Edward W. Stack ________________, _______________ or _______________ as attorney-in-fact and Michael F. Hines as attorneys in fact (each, ax "Xxxxxxxx xx Fact") xxx xxx Xxxxxxy as custodian (the each a "CustodianShareholder Representative"); the Custodian is Shareholder Representatives are authorized to take such actions as are necessary to validly and effectively exercise such Selling Shareholder's rights to require registration of Conversion Shares and to waive any such rights with respect to any other securities of the Company, to take such actions as are necessary to validly effectuate the conversion of shares of Series E Stock held by such Selling Shareholder into Conversion Shares, to direct the Company to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and under the U.S. Purchase Agreement and to accept payment thereforetherefor; and each Attorney-in-Fact Shareholder Representative is authorized to execute and deliver this Agreement and the U.S. Purchase Agreement and the certificate referred to in Section 5(g5(f) or that may be required pursuant to Sections 5(n) and 5(oSection 5(l) on behalf of such Selling StockholderShareholder, to sell, assign and transfer sell to the Underwriters the Securities to be sold by such Selling Stockholder hereunderShareholder hereunder and under the U.S. Purchase Agreement, to determine the purchase price to be paid by the Underwriters International Managers to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunderShareholder hereunder and under the U.S. Purchase Agreement, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Agreement and under the U.S. Purchase 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. Such Selling Stockholder Shareholder has duly authorized, executed and delivered, in the form heretofore furnished to the RepresentativeUnderwriters, the Power of Attorney and with Willxxx X. Xxxxxxx xxx Danixx X. Xxxxxxxx, xxch as attorney-in-fact (each an "Attorney-in-Fact") and, if applicable, the Custody Agreement with Edward W. Stack and Michael F. Hines as attorneys in fact (eachthe Company, ax "Xxxxxxxx xx Fact") xxx xxx Xxxxxxy as custodian (the "Custodian"); if such Selling Shareholder has executed the Custody Agreement, the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment thereforetherefor; 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(o5(f) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the U.S. Underwriters and the International Managers the Securities to be sold by such Selling Stockholder hereunderShareholder hereunder and under the International Purchase Agreement, to determine the purchase price to be paid by the Underwriters to such Selling StockholderShareholder, as provided in Section 2(a2(c) hereofhereof and of the International Purchase Agreement, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunderShareholder hereunder and under the International Purchase Agreement, to accept payment therefortherefor and, in the case of Mr. Xxxxx, xx exercise his options in order to sell the Securities to be sold by him pursuant to the Purchase Agreements and otherwise to act on behalf of such the Selling Stockholder Shareholder in connection with this Agreement and the International Purchase 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. Such Selling Stockholder Shareholder has duly authorized, executed and delivered, in the form heretofore furnished to the RepresentativeCSFB and Xxxxxxx Xxxxx, the Power of Attorney and the Custody Agreement with Edward W. Stack Min X. Xxx and Michael F. Hines Xxxx X. Xxxxxxx, or either of them, as attorneys in attorney(s)-in-fact (each, ax the "Xxxxxxxx xx Attorney(s)-in-Fact") xxx xxx Xxxxxxy and UMB Bank N.A., as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and under the U.S. Purchase Agreement and to accept payment thereforetherefor; and each Attorney-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(g5(f) hereof and thereof or that may be required pursuant to Sections 5(nSection 5(m) hereof and 5(o) thereof on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriters International Managers or U.S. Underwriters, as the case may be, the Securities to be sold by such Selling Stockholder hereunderShareholder hereunder and thereunder, to determine the purchase price to be paid by the Underwriters International Managers or U.S. Underwriters, as the case may be, to such Selling StockholderShareholder, as provided in Section 2(a) hereofhereof and of the U.S. Purchase Agreement, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunderShareholder hereunder and thereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Agreement and the U.S. Purchase 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. Such -------------------------------------------------------- Selling Stockholder Shareholder has duly authorized, executed and delivered, in the form heretofore furnished to the RepresentativeRepresentatives, the Power of Attorney Agreement appointing the persons indicated in Schedule B hereto, and Custody Agreement with Edward W. Stack and Michael F. Hines each of them, as attorneys in such Selling Shareholder's attorneys-in-fact (each, ax "Xxxxxxxx xx Fact") xxx xxx Xxxxxxy as custodian (the "CustodianAttorneys-in-Fact"); 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(g5(f) hereof or that may be required pursuant to Sections 5(n5(l) and 5(o5(m) hereof on behalf of such Selling StockholderShareholder, to execute and deliver the International Purchase Agreement and any certificates that may be required thereunder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder hereunderShareholder hereunder and under the International Purchase Agreement, to determine the purchase price to be paid by the Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereofhereof and as provided in the International Purchase Agreement, to authorize the delivery of the U.S. Securities to be sold by such Selling Stockholder hereunderShareholder hereunder and the delivery of the International Securities under the International Purchase Agreement, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Agreement and the International Purchase 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. Such -------------------------------------------------------- Selling Stockholder Shareholder has duly authorized, executed and delivered, in the form heretofore furnished to the RepresentativeRepresentatives, the Power of Attorney and Custody Agreement with Edward W. Stack ________________, _______________ or ________________ as attorney-in-fact and Michael F. Hines as attorneys in fact (each, ax "Xxxxxxxx xx Fact") xxx xxx Xxxxxxy as custodian (the each a "CustodianShareholder Representatives"); the Custodian is Shareholder Representatives are authorized to take such actions as are necessary to validly and effectively exercise such Selling Shareholder's rights to require registration of Conversion Shares and to waive any such rights with respect to any other securities of the Company, to take such actions as are necessary to validly effectuate the conversion of shares of Series E Stock held by such Selling Shareholder into Conversion Shares, to direct the Company to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and under the International Purchase Agreement and to accept payment thereforetherefor; and each Attorney-in-Fact Shareholder Representative is authorized to execute and deliver this Agreement and the International Purchase Agreement and the certificate referred to in Section 5(g5(f) or that may be required pursuant to Sections 5(n) and 5(oSection 5(l) on behalf of such Selling StockholderShareholder, to sell, assign and transfer sell to the Underwriters the Securities to be sold by such Selling Stockholder hereunderShareholder hereunder and under the International Purchase Agreement, to determine the purchase price to be paid by the Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunderShareholder hereunder and under the International Purchase Agreement, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Agreement and under the International Purchase 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.