Grant of Power of Attorney. Contributor does hereby irrevocably appoint the Operating Partnership (or its designee) and each of them individually and any successor thereof from time to time (such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "Attorney-in-Fact") as the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, without limitation, the execution of any Closing Documents or other documents relating to the acquisition by the Operating Partnership of Contributor's Partnership Interest), to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Agreement, as fully as could Contributor if personally present and acting. Further, Contributor hereby grants to Attorney-in-Fact a proxy (the "Proxy") to vote Contributor's Partnership Interest on any matter related to the Formation Transactions presented to the partners of any of the Partnerships for a vote, including, but not limited to, the transfer of interests in any of the Partnerships by the other partners. Each of the Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. Contributor agrees that, at the request of the Operating Partnership, it will promptly execute a separate power of attorney and proxy on the same terms set forth in this ARTICLE 6, such execution to be witnessed and notarized. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney and Proxy. Contribut...
Grant of Power of Attorney. Each Member hereby irrevocably constitutes and appoints the Manager and each member of the Manager as its true and lawful attorney and agent, in its name, place and stead to make, execute, acknowledge and, if necessary, to file and record: (i) any certificates or other instruments or amendments thereof which the Fund may be required to file pursuant to the requirements of any Governmental Authority having jurisdiction over the Fund or which the Manager shall deem it advisable to file, including, without limitation, this Agreement, any amended Agreement and a notice of dissolution as provided in Section 12.5; (ii) any certificates or other instruments (including counterparts of this Agreement with such changes as may be required by the law of other jurisdictions) and all amendments thereto which the Manager deems appropriate or necessary to qualify, or continue the qualification of, the Fund as a limited liability company (or a partnership in which the Members have limited liability) and to preserve the limited liability status of the Fund in the jurisdictions in which the Fund may acquire investments; (iii) any certificates or other instruments which may be required in order to effectuate any change in the membership of the Fund or to effectuate the dissolution and termination of the Fund pursuant to Section 12; (iv) any certificates or other instruments which may be required to establish and maintain a loan facility and to pledge to a third party lender a collateral interest in the Investments; and (v) any amendments to any certificate or to this Agreement necessary to reflect any other changes made pursuant to the exercise of the powers of attorney contained in this Section or pursuant to this Agreement. Equity Program Operating Agreement 31
Grant of Power of Attorney. Each Limited Partner hereby irrevocably constitutes and appoints the General Partner and each member of the General Partner as its true and lawful attorney and agent, in its name, place and stead to make, execute, acknowledge and, if necessary, to file and record:
(a) Any certificates or other instruments or amendments thereof which the Partnership may be required to file under the Partnership Act or pursuant to the requirements of any Governmental Authority having jurisdiction over the Partnership or which the General Partner shall deem it advisable to file, including, without limitation, this Agreement, any amended agreement and a certificate of cancellation as provided in Section 12.5;
(b) Any certificates or other instruments (including counterparts of this Agreement with such changes as may be required by the law of other jurisdictions) and all amendments thereto which the General Partner deems appropriate or necessary to qualify, or continue the qualification of, the Partnership as a limited partnership (or a partnership in which the Limited Partners have limited liability) and to preserve the limited liability status of the Partnership in the jurisdictions in which the Partnership may acquire investments;
(c) Any certificates or other instruments which may be required in order to effectuate any change in the membership of the Partnership or to effectuate the dissolution and termination of the Partnership pursuant to Section 12; and
(d) Any amendments to any certificate or to this Agreement necessary to reflect any other changes made pursuant to the exercise of the powers of attorney contained in this Section 15.11 or pursuant to this Agreement.
Grant of Power of Attorney. In the event Owner fails to meet the obligations imposed herein and does not sign any Annexation Petition upon request, Owner hereby irrevocably appoints the City Manager or his/her designee as Attorneys in Fact for Owner of Subject Property with full power to sign any Annexation Petition when requested by the City.
Grant of Power of Attorney. On each Distribution Date, the Paying Agent shall make available to the general public a statement (substantially in the form set forth as Exhibit G hereto and based on the information supplied to the Paying Agent in the related CMSA Investor Reporting Package (IRP) in accordance with CMSA guidelines) as to the distributions made on such Distribution Date (each, a "Statement to Certificateholders") which shall include:
Grant of Power of Attorney. In order to provide the Manager with the authority to perform and execute its duties and obligations as set forth herein, the Securitization Entities shall execute and deliver on the Closing Date a Power of Attorney in substantially the form set forth as Exhibit A hereto to the Manager, which Powers of Attorney shall terminate in the event that the Manager’s rights under this Agreement are terminated as provided herein.
Grant of Power of Attorney. Each Member hereby irrevocably constitutes and appoints the Managers with full power of substitution, as its true and lawful attorney and agent, in its name, place and stead to make, execute, acknowledge and, if necessary, to file and record:
(a) any certificates or other instruments or amendments thereof which the Company may be required to file under the Act or any other laws of the State of Delaware or pursuant to the requirements of any Governmental Authority having jurisdiction over the Company or which the Managers shall deem it advisable to file, including, without limitation, the Certificate of Formation of the Company, any amendments to such certificate, this Agreement and any amended Agreement;
(b) any certificates or other instruments (including counterparts of this Agreement with such changes as may be required by the law of other jurisdictions) and all amendments thereto which the Managers deem appropriate or necessary to qualify, or continue the qualification of, the Company as a limited liability company;
(c) any certificates or other instruments which may be required in order to effectuate any change in the membership of the Company or to effectuate the dissolution and termination of the Company pursuant to Section 9; and
(d) any amendments to any certificate or to this Agreement necessary to reflect any other changes made pursuant to the exercise of the powers of attorney contained in this Section 12.13 or pursuant to this Agreement.
Grant of Power of Attorney. By acquiring Shares, each Shareholder is hereby granting to the Board of Trustees and the Manager a special power of attorney irrevocably making, constituting and appointing the Board of Trustees and the Manager, acting singly or collectively, as the attorney-in-fact for such Shareholder, with power and authority to act in his name and on his behalf to execute, acknowledge and swear to the execution, acknowledgment and filing of documents, which shall include, by way of illustration but not of limitation, the following:
(a) this Trust Agreement, any separate certificates of trust of the Trust, as well as any amendments to or restatements of the foregoing which, under the laws of the State of Delaware or the laws of any other state, are required to be filed or which the Board of Trustees or the Manager deems to be advisable to file;
(b) any duly adopted amendments or restatements of this Trust Agreement;
(c) any other instrument or document which may be required to be filed by the Trust under the laws of any state or by any governmental agency, or which the Board of Trustees or Manager deems advisable to file; and
(d) any instrument or document which may be required to effect the continuation of the Trust, the admission of an additional or substituted Shareholder, or the dissolution and termination of the Trust (provided such continuation, admission or dissolution and termination are in accordance with the terms of this Trust Agreement), or to reflect any reductions in amount of contributions of Shareholders.
Grant of Power of Attorney. Such Selling Stockholder has granted an irrevocable power of attorney to certain individuals as such Selling Stockholder’s attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”).
Grant of Power of Attorney. (a) The Grantors do hereby irrevocably appoint Lawrxxxx X. Xxxxxxx, Xxbexx Xxx xxx the Operating Partnership, and each of them individually, with full power of substitution (each such person or the Operating Partnership or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, an "ATTORNEY-IN-FACT"), as the true and lawful attorney-in-fact and agent of the Grantors, to act in the name, place and stead of the Grantors:
(i) To take for the Grantors all steps deemed necessary or advisable by the Operating Partnership in connection with the Offerings, including without limitation
(A) filing a registration statement and amendments thereto (the "REGISTRATION STATEMENT") under the Securities Act which describe the benefits to be received by the Grantors in connection with the formation of the Company and the offering of the Company's Common Stock,
(B) distributing a preliminary prospectus and prospectus regarding the offering of the Company's Common Stock (respectively, the "PRELIMINARY PROSPECTUS" and "PROSPECTUS") which contain such information as is deemed necessary or desirable to lawfully effect the IPO, and preliminary and final offering memoranda regarding the offering of the Company's Common Stock in the concurrent private placement, which contain such information as is deemed necessary or desirable to effect the concurrent private placement,
(C) to enter into the Exchange Rights Agreement, the Registration Rights Agreement (which, if applicable, provides the Grantors certain rights to have the Common Stock which may be issued to the Grantors upon exchange of the Grantors' OP Units registered under the Securities Act), and the Lock-Up Agreements, and
(D) to take such other steps as the Attorney-in-Fact may deem necessary or advisable.
(ii) To make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including without limitation the Closing Documents, any other documents relating to the sale of the Grantors' Interests to the Operating Partnership, and any consents contemplated by Section 6.9 hereof) and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Agreement and the Closing Documents as fully as could the Grantors if personally present a...
