Power of Attorney and Custody Agreement. The Power of Attorney and related Custody Agreement with respect to such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and constitute valid and legally binding obligations of such Selling Stockholder, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
Power of Attorney and Custody Agreement. The Power of Attorney and related Custody Agreement with respect to such Selling Stockholder have been duly authorized, executed and delivered by such Selling Stockholder and, assuming due authorization, execution and delivery by each other party thereto, constitute valid and legally binding obligations of such Selling Stockholder enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
Power of Attorney and Custody Agreement. The Power of Attorney and Custody Agreement, in the form heretofore furnished to the Underwriter (the “Power of Attorney and Custody Agreement”), has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Shareholder, enforceable against such Selling Stockholder in accordance with its terms.
Power of Attorney and Custody Agreement. Such Selling Stockholder has duly and irrevocably executed and delivered a power of attorney (the “Power of Attorney” and, together with all other similar agreements executed by the other Selling Stockholders, the “Powers of Attorney”) appointing Xxxxx Xxxxx, Xxxxxx Xxxxxx and Xxxxx Xxxxxxxx as attorneys-in-fact (the “Attorneys-in-Fact”), with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement on such Selling Stockholder’s behalf and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling Stockholder; such Selling Stockholder has placed in custody under a custody agreement (the “Custody Agreement” and, together with all other similar agreements executed by the other Selling Stockholders, the “Custody Agreements”) with American Stock Transfer & Trust Company, LLC, as custodian (the “Custodian”), for delivery under this Agreement, stock powers (with signature guaranteed by a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program) representing the Offered Securities to be sold by such Selling Stockholder hereunder; such Selling Stockholder has full right, power and authority, corporate or otherwise, to enter into the Custody Agreement and the Power of Attorney; and the Power of Attorney and the Custody Agreement constitute valid and legally binding obligations of such Selling Stockholder enforceable against the Selling Stockholder in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.
Power of Attorney and Custody Agreement. On or prior to the date hereof, each Selling Shareholder shall have delivered to the Representatives a Power of Attorney, if applicable, and a Custody Agreement, each of which duly executed and in form and substance satisfactory to the Representatives.
Power of Attorney and Custody Agreement. At or prior to the date of this Agreement, the Selling Shareholders shall have entered into the Power of Attorney and Custody Agreement and the Representatives shall have received executed counterparts thereof.
Power of Attorney and Custody Agreement. Concurrently with the execution of this Agreement, each Other Selling Shareholder and the Partnership has placed certificates representing the shares of Ridgepointe Common Stock to be sold by such Other Selling Shareholder and the Partnership pursuant to this Agreement in custody, for delivery under this Agreement, under a Custody Agreement made with Xxxxxx X. Xxxxxxxxxxx substantially in the form of Exhibit D hereto, and an Amended and Restated Power of Attorney appointing Xxxxxx X. Xxxxxxxxxxx and V. Xxx Xxxxxx as agents and attorneys-in-fact for such Other Selling Shareholder and the Partnership. The form of the Amended and Restated Power of Attorney is set forth in Exhibit E hereto.
Power of Attorney and Custody Agreement. Each Selling Shareholder (except for WP X Asia Online Investment Holdings Limited) shall have delivered to the Representatives a Power of Attorney and a Custody Agreement, each of which duly executed and in form and substance satisfactory to the Representatives.
Power of Attorney and Custody Agreement. Such Shareholder has duly authorized (if applicable), executed and delivered, in the form heretofore provided to Buyer, a Power of Attorney and Custody Agreement (the "Custody Agreement"), with National City Bank, as custodian (the "Custodian"), and appointing Shareholders Agent as attorney-in-fact; the Custody Agreement constitutes a valid and binding agreement of such Shareholder, enforceable in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors' rights in general and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought; the Shareholders Agent, acting alone, is authorized to execute and deliver this Agreement and to duly endorse (in blank or otherwise) the certificate or certificates representing the Shares being sold by such Shareholder hereunder or stock power or powers with respect thereto, to accept payment therefor, and to otherwise act on behalf of such Shareholder in connection with this Agreement.
Power of Attorney and Custody Agreement. The Selling Stockholder has duly executed and delivered a power of attorney appointing Xxxxxxx X. Xxxx as attorney-in-fact to perform certain of the obligations of the Selling Stockholder with respect hereto and custody agreement (the “Power of Attorney and Custody Agreement”) appointing Xxxxxxx X. Xxxx, as custodian (the “Custodian”).
