Power of Attorney; Proxy. 9.1 During the existence of an Event of Default, Pledgor irrevocably designates, makes, constitutes and appoints the Secured Party (and all Persons designated by the Secured Party) as its true and lawful attorney (and agent‑in‑fact) and the Secured Party, or the Secured Party’s agent, may, without notice to Pledgor, and at such time or times thereafter as the Secured Party or said agent, in its discretion, may determine, in the name of Pledgor or the Secured Party:
(a) transfer the Pledged Collateral on the books of the issuer thereof, with full power of substitution in the premises; (b) endorse the name of Pledgor upon any checks, notes, acceptance, money orders, certificates, drafts or other forms of payment of security that come into the Secured Party’s possession to the extent they constitute Pledged Collateral; and (c) do all acts and things necessary, in the Secured Party’s discretion, to fulfill the obligations of Pledgor under this Agreement.
9.2 During the existence of an Event of Default, the Secured Party, or its nominee, without notice or demand of any kind to Pledgor, shall have the sole and exclusive right to exercise all voting powers pertaining to any and all of the Pledged Collateral (and to give written Stock Pledge Agreement consents in lieu of voting thereon) and may exercise such power in such manner as the Secured Party, in its sole discretion, shall determine. THIS PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE. The exercise by the Secured Party of any of its rights and remedies under this Section shall not be deemed a disposition of Pledged Collateral under Article 9 of the Uniform Commercial Code nor an acceptance by the Secured Party of any of the Pledged Collateral in satisfaction of any of the Obligations.
Power of Attorney; Proxy. 9.1 Upon and after an Event of Default and during the continuance of such Event of Default, Pledgor irrevocably designates, makes, constitutes and appoints the Pledgee (and all Persons designated by the Pledgee) as its true and lawful attorney (and agent-in-fact) and the Pledgee, or the Pledgee's agent, may, without notice to Pledgor, and at such time or times thereafter as the Pledgee or said agent, in its discretion, may determine, in the name of Pledgor or the Pledgee:
(a) transfer the Pledged Collateral on the books of the issuer thereof, with full power of substitution in the premises; (b) endorse the name of Pledgor upon any checks, notes, acceptance, money orders, certificates, drafts or other forms of payment of security that come into the Pledgee's possession to the extent they constitute Pledged Collateral; and (c) do all acts and things necessary, in the Pledgee's discretion, to fulfill the obligations of Pledgor under this Agreement.
9.2 Upon the occurrence, and during the continuance, of any Event of Default hereunder, the Pledgee, or its nominee, without notice or demand of any kind to Pledgor, shall have the sole and exclusive right to exercise all voting powers pertaining to any and all of the Pledged Collateral (and to give written consents in lieu of voting thereon) and may exercise such power in such manner as the Pledgee, in its sole discretion, shall determine. THIS PROXY IS
Power of Attorney; Proxy. Upon and after an Event of Default and during its continuance, but subject in all respects to Section 6.3 of the Fund Loan Agreement, the Borrower irrevocably designates, makes, constitutes and appoints Lender (and all Persons designated by Lender) as its true and lawful attorney (and agent-in-fact) and Lender may, without notice to the Borrower, and at such time or times thereafter as Lender or said agent, in its discretion, may determine, in the name of the Borrower or Lender, transfer any or all of the Borrower Pledged Collateral on the books of the issuer thereof, with full power of substitution in the premises; endorse the name of the Borrower upon any checks, notes, acceptance, money orders, certificates, drafts or other forms of payment of security that come into Lender’s possession; and do all acts and things necessary, in Lender’s discretion, to fulfill the obligations of the Borrower under this Agreement. Upon the occurrence and during the continuance of any Event of Default hereunder, but subject in all respects to Section 6.3 of the Fund Loan Agreement, Lender, or its nominee, without notice or demand of any kind to the Borrower, shall have the sole and exclusive right to exercise all voting powers pertaining to any and all of the Borrower Pledged Collateral (and to give written consents in lieu of voting thereon) and may exercise such power in such manner as Lender, in its sole discretion, shall determine. THIS PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE. The exercise by Lender of any of its rights and remedies under this Section 8 shall not be deemed a disposition of Borrower Pledged Collateral under Article 9 of the Uniform Commercial Code nor an acceptance by Lender of any of the Borrower Pledged Collateral in satisfaction of any of the Obligations.
Power of Attorney; Proxy. Upon and after an Event of Default, each Pledgor irrevocably designates, makes, constitutes and appoints the Agent (and all Persons designated by the Agent) as its true and lawful attorney (and agent-in-fact) and the Agent, or the Agent's agent, may, without notice to any Pledgor, and at such time or times thereafter as the Agent or said agent, in its discretion, may determine, in the name of any Pledgor or the Agent, (a) transfer any or all of the Pledged Collateral on the books of the issuer thereof, with full power of substitution in the premises; (b) endorse the name of any Pledgor upon any checks, notes, acceptance, money orders, certificates, drafts or other forms of payment of security that come into the Agent's or any Lender's possession; and (c) do all acts and things necessary, in the Agent or any Lender's discretion, to fulfill the obligations of the Pledgors under this Agreement.
Power of Attorney; Proxy. (a) Appointment of Lender as Pledgor's Lawful Attorney. Upon and after an Event of Default, Pledgor irrevocably designates, makes, constitutes and appoints Lender (and all persons designated by Lender) as its true and lawful attorney (and agent-in-fact) and Lender, or Lender's agent, may, without notice to Pledgor, and at such time or times thereafter as Lender or said agent, in its discretion, may determine, in the name of Pledgor or Lender, (i) transfer the Collateral on the books of the Corporation, with full power of substitution in the premises; (ii) endorse the name of Pledgor upon any checks, notes, acceptance, money orders, certificates, drafts or other forms of payment of security that come into Lender's possession; and (iii) do all acts and things necessary, in Lender's discretion, to fulfill the obligations of Pledgor under this Agreement.
Power of Attorney; Proxy. Each Signing Shareholder hereby appoints Xxxxx Xxxxx and Xxxx X. Xxxxxxxxxx, and each of them acting without the other, as his, her or its (a) true and lawful attorney-in-fact to execute and deliver, in his, her or its name, place and stead, in any and all capacities, any and all amendments to this Agreement and any and all other agreements, instruments and other documents deemed necessary or desirable by such attorney-in-fact to effectuate the transactions contemplated by this Agreement, including the agreements in the forms of the exhibits hereto, and (b) proxy and hereby authorizes either of them to represent and to vote all shares of Company Common Stock owned by such Signing Shareholder in the manner such proxy deems desirable in his sole judgment on all matters pertaining to the transactions contemplated by this Agreement that may be presented to the holders of Company Common Stock for their vote or consent. The power-of-attorney granted herein is coupled with an interest and it and the proxy granted herein shall be irrevocable to the full extent allowed by applicable law.
Power of Attorney; Proxy. I/We, the undersigned _________________________________________________________________________________ _________________________________________________________________________________ (FULL NAMES, ID NO AND PROFESSIONAL REGISTRATION NUMBER IF APPLICABLE) Nominate, constitute and hereby appoint ____________________________________________________________________________________________________________________ __________________ (FULL NAMES AND ID NO, AS WELL AS NAME OF FIRM REPRESENTED) With the power of substitution to be my lawful agent in my name, place and to handle all aspects in my stead, pertaining to the application(s) for ____________________________________________________________________________________________________________________ __________________ (FULL DETAILS OF THE APPLICATION LODGED) with regards to ____________________________________________________________________________________________________________________ __________________ (DESCRIPTION OF PROPERTY) and in general to realize the proposed goals and whatever may be necessary, in a fashion as complete and efficient as I/we would have done if I/we were personally representing this matter. I/we ratify, allow and confirm herewith, and promise to ratify, allow and confirm whatever my/our agent does lawfully within this matter. SIGNED at _________________ on this __________ day of _____________ 20___
Power of Attorney; Proxy. In furtherance of the covenants of the Shareholders contained in this Article II, each Shareholder hereby appoints Zaccaglin, with full power of substitution, as such Shareholder’s true and lawful attorney-in-fact, agent and proxy for the purpose of (i) endorsing such Shareholder’s Calprop stock certificates over to the Company pursuant to Section 2.1, (ii) signing written consents circulated pursuant to Section 2.3 on behalf of such Shareholder and (iii) voting the shares of Company Common Stock owned or held by such Shareholder at any special meeting convened pursuant to Section 2.3. Each Shareholder acknowledges and agrees that both the power of attorney granted under this Section 2.4 and the agency and proxy granted by such Shareholder pursuant to this Section 2.4 is and shall be deemed to be coupled with an interest, shall be irrevocable, and shall be binding upon any successor, executor or personal or legal representative of such Shareholder.
Power of Attorney; Proxy. Subject to Article 9 of the Fund Loan Agreement, upon and after an Event of Default and during its continuance, Fund Borrower irrevocably designates, makes, constitutes and appoints Fund Lender as its true and lawful attorney (and agent-in-fact) and Fund Lender may, without notice to Fund Borrower, and at such time or times thereafter as Fund Lender, in its discretion, determine, in the name of Fund Borrower or Fund Lender, request that the Issuer transfer any or all of the Pledged Collateral on the books of the Issuer, with full power of substitution in the premises; endorse the name of Fund Borrower upon any checks, notes, acceptance, money orders, certificates, drafts or other forms of payment of security that come into Fund Lender’s possession; and do all acts and things necessary, in Fund Lender’s discretion, to fulfill the obligations of Fund Borrower under this Agreement. The appointment set forth herein is deemed to be coupled with an interest and therefore irrevocable.
Power of Attorney; Proxy. 7.1. Appointment of the Agent as Pledgor's Attorney-In-Fact. Each Pledgor irrevocably designates, makes, constitutes and appoints the Agent (and all Persons designated by the Agent) as its true and lawful attorney (and agent-in-fact) and the Agent, or the Agent's agent, may, without notice to the Pledgors, or any of them, in the name of the Pledgors, or any of them, or in the name of the Agent after the occurrence of an Event of Default: (a) at such time or times thereafter as the Agent or said agent, in its discretion may determine, endorse the name of the Pledgors, or any of them, upon any checks, notes, acceptance, money orders, certificates, drafts or other forms of payment of security that come into the Agent's possession and apply the same to the reduction of the Secured Obligations; (b) transfer the Collateral on the books of applicable Pledgors with full power of substitution in the premises, and (c) do all acts and things necessary, in the Agent's discretion, to fulfill the obligations of Pledgors, and each of them, under this Agreement.
