Common use of The Custody Agreement and Power of Attorney Clause in Contracts

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholders and Xxxxx Fargo Shareowner Services, 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 Disclosure Package and 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 against such Selling Stockholder 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.

Appears in 1 contract

Samples: Underwriting Agreement (Ev3 Inc.)

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The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholders and Xxxxx Wxxxx Fargo Shareowner Services, 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 Disclosure Package and 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 against such Selling Stockholder 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.

Appears in 1 contract

Samples: Underwriting Agreement (Ev3 Inc.)

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholders Stockholder and Xxxxx Fargo Shareowner Serviceseither L. Xxxx Xxxxxxxx or Xxxxxxx X. Xxxxxxx, 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 Disclosure Package and 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 against such Selling Stockholder 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. and remedies of creditors or by general equitable principles.

Appears in 1 contract

Samples: Underwriting Agreement (Intralase Corp)

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholders Stockholder and Xxxxx Fargo Shareowner ServicesComputershare Trust Company, N.A., as custodian (the “Custodian”), relating to the deposit of the Common Offered 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 Disclosure Package Time of Sale Prospectus and 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 against such Selling Stockholder 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. and remedies of creditors or by general equitable principles.

Appears in 1 contract

Samples: Underwriting Agreement (Inverness Medical Innovations Inc)

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholders Stockholder and Xxxxx Fargo Shareowner Services[___], as custodian (the "Custodian"), relating to the optional deposit of the Optional 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 's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Disclosure Package and 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 against such Selling Stockholder 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. and remedies of creditors or by general equitable principles.

Appears in 1 contract

Samples: Underwriting Agreement (Scientific Learning Corp)

The Custody Agreement and Power of Attorney. Each of the (i) the Custody Agreement signed by such Selling Stockholders Stockholder and Xxxxx Fargo Shareowner ServicesAmerican Stock Transfer & Trust Company, LLC, as custodian (the “Custodian”), relating to the deposit of the Common Firm Shares to be sold by such Selling Stockholder (the “Custody Agreement”) and (ii) the 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 Disclosure Package and 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 against such Selling Stockholder 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. and remedies of creditors or by general equitable principles.

Appears in 1 contract

Samples: Underwriting Agreement (Marrone Bio Innovations Inc)

The Custody Agreement and Power of Attorney. Each In the case of each of Xxxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx, each of the (i) Custody Agreement signed by such Selling Stockholders Shareholder and Xxxxx Fargo Shareowner ServicesWEDGE, as custodian (the "Custodian"), relating to the deposit of the Common Offered Shares to be sold by such Selling Stockholder Shareholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder’s Shareholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Disclosure Package and the Prospectus (the "Power of Attorney"), of such Selling Stockholder Shareholder has been duly authorized, executed and delivered by such Selling Stockholder Shareholder and is a valid and binding agreement of such Selling StockholderShareholder, enforceable against such Selling Stockholder 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. and remedies of creditors or by general equitable principlesprinciples (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Underwriting Agreement (Pioneer Drilling Co)

The Custody Agreement and Power of Attorney. Each of the (i) the Custody Agreement signed by such Selling Stockholders Shareholder and Xxxxx Fargo Shareowner ServicesAmerican Stock Transfer & Trust Company, LLC, as custodian (the “Custodian”), relating to the deposit of the Common Offered Shares to be sold by such Selling Stockholder Shareholder (the “Custody Agreement”) and (ii) the Power of Attorney appointing certain individuals named therein as such Selling StockholderShareholder’s attorneys-in-fact (each, an “Attorney-in-Fact”) to the extent set forth therein relating to the transactions contemplated hereby and by the Disclosure Package and the Prospectus (the “Power of Attorney”), of such Selling Stockholder Shareholder has been duly authorized, executed and delivered by such Selling Stockholder Shareholder and is a valid and binding agreement of such Selling StockholderShareholder, enforceable against such Selling Stockholder 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. and remedies of creditors or by general equitable principles.

Appears in 1 contract

Samples: Underwriting Agreement (Xenon Pharmaceuticals Inc.)

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The Custody Agreement and Power of Attorney. Each of the (i) the Custody Agreement signed by such Selling Stockholders Stockholder and Xxxxx Fargo Shareowner ServicesAmerican Stock Transfer & Trust Company, LLC, as custodian (the “Custodian”), relating to the deposit of the Common Offered Shares to be sold by such Selling Stockholder (the “Custody Agreement”) and (ii) the 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 Disclosure Package and 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 against such Selling Stockholder 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, fraudulent transfer, reorganization, moratorium or other similar laws of general applicability relating to or affecting the rights and. and remedies of creditors or by general equitable principles.

Appears in 1 contract

Samples: Underwriting Agreement (BioScrip, Inc.)

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such the Selling Stockholders Shareholder and Xxxxx Fargo Shareowner ServicesXxxxxxx X. Xxxxxxxx, Xx. and Xxxxxxx X. Dissley, as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such the Selling Stockholder Shareholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such the Selling Stockholder’s Shareholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Disclosure Package and the Prospectus (the "Power of Attorney"), of such the Selling Stockholder Shareholder has been duly authorized, executed and delivered by such the Selling Stockholder Shareholder and is a valid and binding agreement of such the Selling StockholderShareholder, enforceable against such Selling Stockholder 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. and remedies of creditors or by general equitable principles.

Appears in 1 contract

Samples: Underwriting Agreement (Photon Dynamics Inc)

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by or on behalf of such Selling Stockholders Shareholder and Xxxxx Fargo Shareowner ServicesAmerican Stock Transfer & Trust Company, as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder Shareholder (the "Custody Agreement") and (ii) Power of Attorney signed by such Selling Shareholder, if any, appointing certain individuals named therein as such Selling Stockholder’s Shareholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Disclosure Package and the Prospectus (the "Power of Attorney"), of such Selling Stockholder Shareholder has been duly authorizedauthorized (if such Selling Shareholder is not an individual), executed and delivered by such Selling Stockholder Shareholder and is a valid and binding agreement of such Selling StockholderShareholder, enforceable against such Selling Stockholder 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. and remedies of creditors or by general equitable principles.

Appears in 1 contract

Samples: Underwriting Agreement (California Pizza Kitchen Inc)

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholders Stockholder and Xxxxx Fargo Shareowner ServicesDuane, Morris & Heckscher LLP, 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 's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Disclosure Package and 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 against such Selling Stockholder 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. and remedies of creditors or by general equitable principles.

Appears in 1 contract

Samples: Underwriting Agreement (Petroleum Development Corp)

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