The Power of Attorney and Custody Agreement of each Selling Stockholder has been duly executed and delivered by or on behalf of such Selling Stockholder; and the Power of Attorney and Custody Agreement of each Selling Stockholder constitutes the valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally or by general equitable principles.
The Power of Attorney. The Power of Attorney of such Selling Stockholder, 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”), has been duly 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.
The Power of Attorney. The Power of Attorney of such Selling Shareholder appointing certain individuals named therein as such Selling 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”) has been duly authorized, executed and delivered by such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder, 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 (regardless of whether such enforceability is considered in a proceeding in equity or at law).
The Power of Attorney and Custody Agreement of each Selling Shareholder constitutes a valid and binding agreement of such Selling Shareholder, subject to limitations imposed by federal or state securities laws or principles of public policy to enforcement of rights to indemnification and contribution.
The Power of Attorney. It is understood that the items listed in subsections b(5) and (9) shall be transferred after the Banking Centers have closed for business on the Closing Date and that the records listed in subsections b(6) and (7) will be transferred as soon as possible after the Closing, but in no event more than five (5) business days after the Closing.
The Power of Attorney. Selling Stockholder A has duly executed and delivered a Power of Attorney, in the form heretofore furnished to you (the “Power of Attorney”), appointing Xxxxx Xxxxxxxx and Xxxxx Xxxxx, and each of them, as such Selling Stockholder’s attorneys-in-fact (the “Attorneys-in-Fact”) with authority to execute and deliver this Agreement on behalf of such Selling Stockholder, to determine the purchase price to be paid by the Underwriters to such Selling Stockholders as provided in Section 2 hereof, 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 in connection with the transactions contemplated by this Agreement. In addition, the Power of Attorney authorizes payment for Selling Stockholder A to be made to the Company (if the Underwriters shall require that the Purchase Price (as defined herein) payable to Selling Stockholder A be made to the Company’s account). The Power of Attorney of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder.
The Power of Attorney. The power of attorney shall be deemed valid unless the principal or at- xxxxxx notifies the Exchange, Authority and the Company that the power of attorney has expired or been cancelled or of the death of the principal. The Company shall not bear any liability toward the principal, attorney performs any transactions on the Trading Account after the expiry or ter- mination of the power of attorney. In the event where the Company is a juridical person (a company), the company shall designate authorized signatories to sign this Agreement on behalf of the company, perform all transactions related to the trading in Securities according to this Agreement, all in accordance with the provi- sions of Commercial Companies Law and the memorandum and articles of association of the company, after the issue of the appropriate resolutions by the Board of Directors of the company. In the event of the cancellation of these authorizations or the appointment of other persons, the Customer shall notify the Company thereof in writing as soon as they occur, and the Company shall not be liable for any loss that may be suffered by the Cus- tomer as a result of failure to notify the Company.
The Power of Attorney and the Custody Agreement executed and delivered by each of the Selling Shareholders is a valid, irrevocable instrument legally sufficient for the purposes intended. (xv) The Underwriters (assuming that they are bona fide purchasers within the meaning of the Uniform Commercial Code) have acquired good and marketable title to the Shares being sold by the Selling Shareholders on the Option Closing Date, free and clear of all claims, liens, encumbrances and security interests whatsoever. (xvi) Except as described in or contemplated by the Prospectus, to the knowledge of such counsel, there are no outstanding securities of the Company convertible or exchangeable into or evidencing the right to purchase or subscribe for any shares of capital stock of the Company and there are no outstanding or authorized options, warrants or rights of any character obligating the Company to issue any shares of its capital stock or any securities convertible or exchangeable into or evidencing the right to purchase or subscribe for any shares of such stock; and except as described in the Prospectus, to the knowledge of such counsel, there is no holder of any securities of the Company or any other person who has the right, contractual or otherwise, to cause the Company to sell or otherwise issue to them, or to permit them to underwrite the sale of, any of the Shares or the right to have any Common Stock or other securities of the Company included in the Registration Statement or the right, as a result of the filing of the Registration Statement, to require registration under the Act of any Common Stock or other securities of the Company. In rendering such opinion WLDD may rely as to matters governed by the laws of states other than Tennessee, Delaware or Federal laws on local counsel in such jurisdictions, provided that in each case WLDD shall state that they believe that they and the Underwriters are justified in relying on such other counsel, and, as to the matters set forth in subparagraphs (xiii), (xiv) and (xv), exclusively as to factual matters, upon contractual representations made by the Selling Shareholders. In addition to the matters set forth above, such opinion shall also include a statement to the effect that nothing has come to the attention of such counsel which leads them to believe that the Registration Statement, as of the time it became effective under the Act (but after giving effect to the changes incorporated pursuant to Rule 430A under the Act), and as of th...
The Power of Attorney and Custody Agreement of each Selling Shareholder that is a natural person has been duly executed and delivered by or on behalf of such Selling Shareholder; and the Power of Attorney and Custody Agreement of each Selling Shareholder that is a natural person constitutes the valid and binding agreement of such Selling Shareholder, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally or by general equitable principles;
The Power of Attorney and Custody Agreement executed and delivered by each Selling Shareholder is valid and binding.
