Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with _________, _________ and _________, or any of them, as attorney(s)-in-fact (the "Attorney(s)-in-Fact") and the Company, as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(l) and 5(m) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Agreement.
Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- Selling Shareholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with U. Xxxxxxx Xxxxx, Xx. and M. Xxxxx Xxxxxxxx as attorneys-in-fact (each, an "Attorney-in-Fact") and SunTrust Bank, Atlanta, as depositary (the "Depositary"); the Depositary is authorized to deliver the Securities to be sold by such Selling Shareholder hereunder and to accept payment therefor; and the Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section 5(n) on behalf of such Selling Shareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling Shareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder in connection with this Agreement.
Due Execution of Power of Attorney and Custody Agreement. The Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with Benexxxx X. Xxxxx, Xxhn X. Xxxxxxxxxx xxx Donaxx X. Xxxxxxxxxxxx, xx any of them, as attorneys-in-fact (the "Attorneys-in-Fact") and Benexxxx X. Xxxxx, Xxhn X. Xxxxxxxxxx xxx Donaxx X. Xxxxxxxxxxxx, xx any of them, as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by the Selling Stockholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Sections 5(l) and 5(m) on behalf of the Selling Stockholder, to sell, assign and transfer to the Underwriters the Securities to be sold by the Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriters to the Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by the Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of the Selling Stockholder in connection with this Agreement.
Due Execution of Power of Attorney and Custody Agreement. Each Selling Shareholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with Mxxxxxx X. Xxxxxx, as attorney-in-fact (the “Attorney-in-Fact”), and the Bank, as custodian (the “Custodian”). The Custodian is authorized to deliver the Securities to be sold by such Selling Shareholder hereunder and to accept payment therefore. The Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Sections 5(l) and 5(m) on behalf of such Selling Shareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling Shareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder in connection with this Agreement.
Due Execution of Power of Attorney and Custody Agreement. The Selling Shareholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with each of Xxxxx X. Xxxxxxx and Xxxxxx Xxxxxxx as attorney-in-fact (the “Attorney-in-Fact”) and American Stock Transfer & Trust Company, LLC, as custodian (the “Custodian”).
Due Execution of Power of Attorney and Custody Agreement. Each such Selling Shareholder has duly executed and delivered a Power of Attorney and Custody Agreement; the Custodian is authorized by each such Selling Shareholder to deliver the U.S. Option Securities to be sold by such Selling Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact named in the Power of Attorney and Custody Agreement executed by such Selling Shareholder is authorized by such Selling Shareholder to execute and deliver this Agreement and the certificate referred to in Section 5(e) of this Agreement or that may be required pursuant to Sections 5(m) or 5(n) of this Agreement on behalf of such Selling Shareholder, to sell, assign and transfer to the U.S. Underwriters the U.S. Option Securities to be sold by such Selling Shareholder hereunder, to determine the purchase price to be paid by the U.S. Underwriters to such Selling Shareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder in connection with this Agreement.
Due Execution of Power of Attorney and Custody Agreement. Each such Selling Shareholder has duly executed and delivered a Power of Attorney and Custody Agreement; the Custodian is authorized by each such Selling Shareholder to deliver the U.S. Securities to be sold by such Selling Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact named in the Power of Attorney and Custody Agreement executed by such Selling Shareholder is authorized by such Selling Shareholder to execute and deliver this Agreement and the certificate referred to in Section 5(e) of this Agreement or that may be required pursuant to Sections 5(m) or 5(n) of this Agreement on behalf of such Selling Shareholder, to sell, assign and transfer to the U.S. Underwriters the U.S. Securities to be sold by such Selling Shareholder hereunder, to determine the purchase price to be paid by the U.S. Underwriters to such Selling Shareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder in connection with this Agreement.
Due Execution of Power of Attorney and Custody Agreement. Such Selling Shareholder has duly executed and delivered, in the form heretofore furnished to the Representative, the Power of Attorney and Custody Agreement with Xxxxxxxx X. Xxxxxxx, as attorney-in-fact (in such capacity, the “Attorney-in-Fact”) and Broadridge Corporate Issuer Solutions, as custodian (the “Custodian”) and the Power of Attorney and Custody Agreement constitute valid and legally binding obligations of such Selling Shareholder enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
Due Execution of Power of Attorney and Custody Agreement. Such Participating Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the Lead Manager, the Power of Attorney appointing Salvatori A. Ranieri, Patricia A. Sloan or either of them, xx xxxxxxxx(x)-xx-faxx (xxx "Xxxxxxxx(s)-in-Fact") and a Custody Agreement, with The Bank of New York (the "Custodian") as custodian, (the "Custody Agreement"), and the Custodian is authorized to accept payment for, and, upon receipt of such payment and written instructions from such Participating Selling Stockholder or the Attorney-in-Fact, as the case may be, to deliver, the Stock to be sold by such Participating Selling Stockholder hereunder; and each Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 9(k) hereof on behalf of such Participating Selling Stockholder, to sell, assign and transfer to the International Managers and the U.S. Underwriters the Stock to be sold by such Participating Selling Stockholder hereunder and under the U.S. Underwriting Agreement, to determine the purchase price to be paid by the International Managers and the U.S. Underwriters to such Participating Selling Stockholder, as provided in Section 3 hereof, to authorize the delivery of the Stock to be sold by such Participating Selling Stockholder hereunder and under the U.S. Underwriting Agreement, to accept payment therefor, and otherwise to act on behalf of such Participating Selling Stockholder in connection with this Agreement and the U.S. Underwriting Agreement.
Due Execution of Power of Attorney and Custody Agreement. To the extent applicable, the Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with Xxxxxxxxx X. Xxxxx, the Chairman and Chief Executive Officer of the Company, and Xxxxx X. Xxxxxxxx, the Chief Financial Officer of the Company, or any of them, as attorneys- in-fact (the "Attorneys-in-Fact") and State Street Bank and Trust Company of California, N.A., as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section 5(l) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Agreement.
