General Partner as Attorney. in-Fact. Each Limited Partner hereby makes, constitutes, and appoints the General Partner and each successor General Partner, with full power of substitution and resubstitution, his true and lawful attorney-in-fact for him and in his name, place, and stead and for his use and benefit, to sign, execute, certify, acknowledxx, xwear to, file, and record (a) this Agreement and all agreements, certificates, instruments, and other documents amending or changing this Agreement as now or hereafter amended which the General Partner may deem necessary, desirable, or appropriate including, without limitation, amendments or changes to reflect (i) the exercise by any General Partner of any power granted to him under this Agreement; (ii) any amendments adopted by the Partners in accordance with the terms of this Agreement; (iii) the admission of any Substituted Limited Partner; and (iv) the disposition by any Partner of his interest in the Partnership; (b) any certificates, instruments, and documents as may be required by, or may be appropriate under, the laws of the State of Delaware or any other state or jurisdiction in which the Partnership is doing or intends to do business; and (c) any filing required to be filed by the Securities and Exchange Commission regarding the Partnership's or any Limited Partner's direct or indirect ownership of or interest in the Shares. Each Limited Partner authorizes each such attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary or advisable in connection with any of the foregoing, hereby giving each such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in connection with the foregoing as fully as such Limited Partner might or could do personally, and hereby ratifying and confirming all that any such attorney-in-fact shall lawfully do or cause to be done by virtue thereof or hereof.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Cardinal-UniMark Investors, L.P.), Agreement of Limited Partnership (Cardinal-UniMark Investors, L.P.)
General Partner as Attorney. in-Factfact. Each Limited Partner hereby makes, constitutes, and appoints the General Partner and each successor General Partner, with full power of substitution and resubstitution, his its true and lawful attorney-in-fact for him it and in his its name, place, and stead and for his its use and benefit, to sign, execute, certify, acknowledxxacknowledge, xwear swear to, file, and record (a) all certificates of limited partnership, assumed name or similar certificates, and other certificates and instruments (including counterparts of this Agreement) which the General Partner deems necessary or appropriate to be filed by the Partnership under the laws of the State of Delaware or any other state or jurisdiction in which the Partnership is doing or intends to do business; (b) any and all amendments or changes to this Agreement and all agreementsthe instruments described in (a), certificates, instruments, and other documents amending or changing this Agreement as now or hereafter amended amended, which the General Partner may deem necessary, desirable, or appropriate to effect a change or modification of the Partnership in accordance with Section 10.01 of this Agreement, including, without limitation, amendments or changes to reflect (i) the exercise by any the General Partner of any power granted to him it under this Agreement; (ii) any amendments adopted by the Partners in accordance with the terms of this Agreement; (iii) the admission of any Substituted Limited substituted Partner; and (iv) the disposition by any Partner of his interest its Interest in the Partnership; (bc) any certificates, instruments, all certificates of cancellation and documents as may be required by, other instruments which the General Partner deems necessary or may be appropriate under, to effect the laws dissolution and termination of the State Partnership pursuant to the terms of Delaware or any other state or jurisdiction in which the Partnership is doing or intends to do businessthis Agreement; and (cd) any filing other instrument which is now or may hereafter be required by law to be filed on behalf of the Partnership or is deemed necessary or desirable by the Securities and Exchange Commission regarding General Partner to carry out fully the Partnership's or any Limited Partner's direct or indirect ownership provisions of or interest this Agreement in the Sharesaccordance with its terms. Each Limited Partner authorizes each such attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary or advisable in connection with any of the foregoing, hereby giving each such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in connection with the foregoing as fully as such Limited Partner might or could do personally, and hereby ratifying and confirming all that any such attorney-in-fact shall lawfully do or cause to be done by virtue thereof or hereof.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Resound Corp), Limited Partnership Agreement (Resound Corp)
General Partner as Attorney. inIn-Fact. Each The Limited Partner hereby makes, constitutes, and appoints the each General Partner and each any successor General Partner, with full power of substitution and resubstitution, his true and lawful attorney-in-fact for him and in his name, place, and stead xxxxx and for his use and benefit, to sign, execute, certify, acknowledxxacknowledge, xwear swear to, file, and record (a) this Agreement and all agreements, certificates, instruments, and other documents amending or changing this Agreement as it now reads or is hereafter amended which the General Partner may deem necessary, desirable, or appropriate including, without limitation, amendments or changes to reflect (i) the exercise by any the General Partner of any power granted to him it under this Agreement; (ii) any amendments adopted by the Partners in accordance with the terms of this Agreement; (iii) the admission of any Substituted Limited substituted Partner; and (iv) the disposition by any Partner of his its interest in the Partnership; and (b) any certificates, instruments, and documents as may be required by, or may be appropriate under, the laws of the State of Delaware Texas or any other state or jurisdiction in which the Partnership is doing or intends to do business; and (c) any filing required to be filed by the Securities and Exchange Commission regarding the Partnership's or any Limited Partner's direct or indirect ownership of or interest in the Shares. Each The Limited Partner authorizes each such attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary or advisable in connection with any of the foregoing, hereby giving each such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in connection with the foregoing as fully as such the Limited Partner might or could do personally, and hereby ratifying and confirming all that any such attorney-in-fact shall lawfully do or cause to be done by virtue thereof or hereof.
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General Partner as Attorney. inIn-Fact. Each The Limited Partner hereby makes, ----------------------------------- constitutes, and appoints the General Partner and each any successor General Partner, with full power of substitution and resubstitution, his its true and lawful attorney-in-fact for him it and in his its name, place, and stead and for his its use and benefit, to sign, execute, certify, acknowledxxacknowledge, xwear swear to, file, and record (a) this Agreement and all agreements, certificates, instruments, and other documents amending or changing this Agreement as now or hereafter of thereafter amended which the General Partner may deem necessary, desirable, or appropriate including, without limitation, amendments or changes to reflect (i) the exercise by any the General Partner of any power granted to him it under this Agreement; (ii) any amendments adopted by the Partners in accordance with the terms of this Agreement; (iii) the admission of any Substituted Limited substituted Partner; and (iv) the disposition by any Partner Partners of his its interest in the Partnership; and (b) any certificates, instruments, and documents as may be required by, or may be appropriate under, the laws of the State of Delaware or any other state or jurisdiction in which the Partnership is doing or intends to do business; and (c) any filing required to be filed by the Securities and Exchange Commission regarding the Partnership's or any Limited Partner's direct or indirect ownership of or interest in the Shares. Each The Limited Partner authorizes each such attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary or advisable in connection with any of the foregoing, hereby giving each such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in connection with the foregoing as fully as such Limited Partner might or could do personally, and hereby ratifying and confirming all that any such attorney-in-fact shall lawfully do or cause to be done by virtue thereof or hereof.
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Samples: Limited Partnership Agreement (Kansas City Southern Industries Inc)