Custody Agreement and Power of Attorney definition

Custody Agreement and Power of Attorney shall have the meaning set forth in Section 9(e) hereof.

Custody Agreement and Power of Attorney has the meaning given to such term in Section 5.2(c).

Custody Agreement and Power of Attorney has the meaning ascribed to such term in Section 2.3(d).

Examples of Custody Agreement and Power of Attorney in a sentence

• Upon delivering a request under this Section 4.2, Management Investors and their Permitted Transferees will, if requested by the Company, execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Company and one of the director designees referred to in Section 2.1(a)(i) with respect to such Stockholder's shares of Common Stock or Common Stock Equivalents to be registered pursuant to this Section 4.2 (a "Custody Agreement and Power of Attorney").

• Such holders of Registrable Securities shall also execute and deliver, to the extent required by the managing underwriter, a Custody Agreement and Power of Attorney satisfactory to the Company with respect to the Registrable Securities to be registered.

• The holders of Registrable Securities participating in a registration under this Section 8.1 shall, to the extent required by the managing underwriter(s), execute and deliver a custody agreement and power of attorney with respect to the Registrable Securities to be registered (a "Custody Agreement" and "Power of Attorney," respectively).

• Upon LWN's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to LWN with respect to the shares of Xxxxxx Common Stock to be registered pursuant to this Section 5.1 (a "Custody Agreement and Power of Attorney").

• Each Selling Shareholder has the --------------------------- full right, power and authority to enter into this Agreement and a Custody Agreement and Power of Attorney (the "Custody Agreement and Power of Attorney") and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder hereunder.

More Definitions of Custody Agreement and Power of Attorney

Custody Agreement and Power of Attorney has the meaning set forth in Section 2.2(g).

Custody Agreement and Power of Attorney has the meaning set forth in Section 3(g).

Custody Agreement and Power of Attorney has the meaning set forth in Section 7.6(c).

Custody Agreement and Power of Attorney shall have the meaning set forth in Section 10(e) hereof. “DGCL” shall have the meaning set forth in Section 6(c) hereof. “Effective Time” shall have the meaning set forth in the Merger Agreement. “Event” shall have the meaning set forth in Section 6(c) hereof. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended (or any successor section thereto). “Exercisable Option Shares” shall mean the shares of Common Stock that, at the time that Redemption Notice or Repurchase Notice is delivered (as applicable), could be purchased by the Management Stockholder upon exercise of his or her outstanding and exercisable Options. “Fair Market Value” shall mean the fair market value of the Common Stock on any given date, as determined reasonably and in good faith by the Board after consultation with the Chief Executive Officer of the Company. “Good Reason” shall mean “Good Reason” as such term may be defined in any employment agreement or change-in-control agreement in effect at the time of termination of employment between the Management Stockholder and the Company or any of its subsidiaries or Affiliates, or, if there is no such employment or change-in-control agreement, “Good Reason” shall mean (i) (A) a reduction in the Management Stockholder’s base salary (other than a general reduction in base salary that affects all similarly situated employees (defined as all employees within the same pay grade as that of the Management Stockholder) in substantially the same proportions that the Board implements in good faith after consultation with the Chief Executive Officer and Chief Operating Officer of the Company); (B) a reduction in the Management Stockholder’s annual incentive compensation opportunity; or (C) the reduction of benefits payable to the Management Stockholder under the Company’s Supplemental Executive Retirement Plan (if the Management Stockholder is a participant in such plan), in each case other than any isolated, insubstantial and inadvertent

Custody Agreement and Power of Attorney is defined in Section 8(d).

Custody Agreement and Power of Attorney shall have the meaning set --------------------------------------- forth in Section 4.2(c).

Custody Agreement and Power of Attorney means each of the agreements dated as of November 12, 1997 between Hercules and each of the Selling Stockholders, substantially in the form attached hereto as Exhibit B.