Common use of Power of Attorney for Permitted Transfers; Stock Powers Clause in Contracts

Power of Attorney for Permitted Transfers; Stock Powers. A certificate representing such Shareholder’s Shares in the Company has been issued to each such Shareholder upon his purchase of such Shares and such Certificate simultaneously with the execution of this Agreement shall be delivered by each such Shareholder to the Company along with a stock power signed by that Shareholder in blank. Upon an event which would allow the Company to require a Shareholder to sell either all or a portion of his or her interest in the Company pursuant to, without limitation, Articles 7 and 8 of this Agreement, each of the Shareholders hereby irrevocably authorizes each of the other Shareholders, as his or her lawful attorney-in-fact, to complete his or her executed stock power(s) (whether held by the Company and/or the pledgee) and deliver his or her Shares certificate accompanied by the completed stock power(s) to a Permitted Transferee at the time of the closing of a Permitted Transfer under this Agreement. It is expressly acknowledged by each Shareholder that the foregoing power of attorney is coupled with an interest and is irrevocable.