POWERS OF ATTORNEY AND CUSTODY AGREEMENT Sample Clauses

POWERS OF ATTORNEY AND CUSTODY AGREEMENT. A Power of Attorney and a Custody Agreement should be secured from each Selling Stockholder early in the transaction and, in any event, no later than the commencement of the roadshow. The purpose of the Power of Attorney and the Custody Agreement is to facilitate the pricing of the offering and the delivery of the Shares to be sold by the Selling Stockholders and to streamline the mechanics of the offering process when there are a large number of Selling Stockholders. Failure to secure a Power of Attorney from each Selling Stockholder could delay the pricing of the offering and the signing of the Underwriting Agreement. Similarly, failure to secure a Custody Agreement from each Selling Stockholder could delay the closing of the transaction if a Selling Stockholder were to refuse to deliver the Shares it was selling and would complicate payment for the Shares by the Underwriters. In the event that any Selling Stockholder objects to signing either of such documents Maurxxx Xxxck in the legal department of Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation should be contacted.
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POWERS OF ATTORNEY AND CUSTODY AGREEMENT. Certificates in negotiable form representing all of the Shares to be sold by such Selling Stockholder hereunder have been placed in custody under a Custody Agreement, in the form heretofore furnished to the Placement Agents (the “Custody Agreement”), duly executed and delivered by such Selling Stockholder to the Company, as custodian (the “Custodian”). Each Selling Stockholder has executed a Power of Attorney appointing the Stockholder Representatives as the attorneys-in-fact (the “Attorneys-in-Fact”) for such Selling Stockholder with authority to execute and deliver this Agreement and the Custody Agreement on behalf of such Selling Stockholder, to determine the purchase price to be paid by the Investors to such Selling Stockholder for Shares sold in an Offering, to authorize the delivery of the Shares to be sold by such Selling Stockholder hereunder and otherwise to act on behalf of such Selling Stockholder, to the extent authorized in the Power of Attorney, in connection with the transactions contemplated by this Agreement and the Custody Agreement. The Custody Agreement has been duly authorized, executed and delivered by each Selling Stockholder, and a Power of Attorney has been duly authorized, executed and delivered by each Selling Stockholder.
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Related to POWERS OF ATTORNEY AND CUSTODY AGREEMENT

  • Authorization of Power of Attorney and Custody Agreement The Power of Attorney and Custody Agreement, in the form heretofore furnished to the Representatives (the “Power of Attorney and Custody Agreement”), has been duly authorized, executed and delivered by such Selling Shareholder and is the valid and binding agreement of such Selling Shareholder.

  • Powers of Attorney, etc The Fund will promptly execute and deliver, upon request, such proxies, powers of attorney or other instruments as may be necessary or desirable for the Custodian to provide, or to cause any Subcustodian to provide, custody services.

  • Powers of Attorney and Suretyships The Company does not have any general or special powers of attorney outstanding (whether as grantor or grantee thereof) or any obligation or liability (whether actual, accrued, accruing, contingent, or otherwise) as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the obligation of any Person.

  • Banks; Powers of Attorney Schedule 5.15 is a complete and correct list showing (i) the names of each bank in which the Company has an account or safe deposit box and the names of all persons authorized to draw thereon or who have access thereto, and (ii) the names of all persons, if any, holding powers of attorney from the Company.

  • Powers of Attorney There are no outstanding powers of attorney executed on behalf of the Company.

  • No Powers of Attorney The Company has no powers of attorney or similar authorizations outstanding.

  • The Custody Agreement and Power of Attorney Each of the (i) Custody Agreement signed by such Selling Stockholder and [___], as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

  • Bank Accounts; Powers of Attorney Section 3.22 of the Company Disclosure Schedule sets forth a true and complete list of (a) all bank accounts or safe deposit boxes under the control or for the benefit of the Company and, to the Knowledge of the Company, the other Group Companies, (b) the names of all persons authorized to draw on or have access to such accounts and safe deposit boxes, and (c) all outstanding powers of attorney or similar authorizations granted by the Company and, to the Knowledge of the Company, the other Group Companies.

  • Bank Accounts and Powers of Attorney Set forth in Schedule 3.21 is an accurate and complete list showing (a) the name of each bank in which the Company has an account, credit line or safe deposit box and the names of all Persons authorized to draw thereon or to have access thereto, and (b) the names of all Persons, if any, holding powers of attorney from the Company and a summary statement of the terms thereof.

  • DEPOSIT ACCOUNTS; POWERS OF ATTORNEY Schedule 5.26 sets forth a complete and accurate list as of the date of this Agreement, of:

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