Power of Attorney and Proxy Clause Samples

Power of Attorney and Proxy. Among the provisions of the Option Agreement is an irrevocable power of attorney and proxy giving each of Offeror and its designee the authority to act on behalf of Offeree with respect to all matters of the Partnerships related to the Formation Transactions, including: (i) to vote the Offeree's Partnership Interest with respect to any matter relating to the Formation Transactions, (ii) to provide information about the Offer to the Securities and Exchange Commission (the "SEC") and/or to other partners in the Partnerships and other partnerships or limited liability companies being considered for participation in the Formation Transactions, and (iii) to make, execute and deliver contracts, receipts and certificates in connection with, and take all other actions necessary to carry out, the transactions contemplated by the Option Agreement. Offeror intends to use the proxy granted to it by each Offeree who accepts the Offer to vote all Partnership Interests subject to the proxy in favor of the Formation Transactions (and to amend the Partnerships' limited partnership agreements, if required) and in favor of all actions by the Partnerships deemed necessary or desirable by Offeror to consummate the Formation Transactions.

Power of Attorney and Proxy. The Client by executing this Agreement hereby irrevocably constitutes and appoints the Manager, with full power of substitution, the true and lawful attorney-in-fact, proxy and agent of the Client (and grants to the Manager the Client’s full proxy, power and authority), to, subject to the Client Charter of the Client, including the Protocols with respect to the relevant Asset Class, (i) execute, vote, acknowledge, verify, swear to, deliver, record and file, in its or its assignee’s name, place and stead, all agreements, instruments, documents and certificates and (ii) take any and all actions, in each case, that the Manager deems appropriate or necessary to enable the Manager to perform its services (including the Disposition, restructuring, refinancing, or funding of any Managed Asset) under this Agreement and deal in the Client’s Managed Assets in accordance herewith. The power of attorney and proxy granted herein shall be deemed to be coupled with an interest, shall be irrevocable, shall survive and not be affected by the Bankruptcy Case or the dissolution, bankruptcy, incapacity or legal disability of the Client and its affiliates and shall extend to its successors and assigns. Any person dealing with the Manager may conclusively presume and rely upon the fact that any instrument referred to above, executed by such attorney-in-fact, proxy and agent, is authorized, regular and binding, without further inquiry. If required, the Client shall execute and deliver to the Manager within ten (10) business days after the receipt of a request therefor, such further designations, powers of attorney, proxies or other instruments as the Manager shall reasonably deem necessary for the purposes of giving effect to the foregoing power of attorney or enabling the Manager to perform its services under this Agreement.

Power of Attorney and Proxy. For the purpose of carrying out the provisions and exercising the rights, powers and privileges granted by the Loan Documents, including Article 3 and this Article 9, each Loan Party hereby irrevocably constitutes and appoints the Administrative Agent for the benefit of the Administrative Agent and the Lenders its true and lawful attorney-in-fact and proxy to execute, acknowledge and deliver any and all documents and instruments, vote any Stock and do and perform any acts such as are referred to in the Loan Documents, including Article 3 and this Article 9, with full irrevocable power and authority in the name and on behalf of such Loan Party, from time to time in the Administrative Agent's reasonable discretion after the occurrence and during the continuance of an Event of Default, in accordance with the Loan Documents and any statute or rule of law. This power of attorney and proxy is a power coupled with an interest and cannot be revoked. Each Loan Party hereby ratifies all that said attorney-in-fact and proxy shall lawfully do or cause to be done by virtue and in accordance with the terms hereof. Without limiting the generality of the foregoing, the Administrative Agent may, after the occurrence and during the continuance of an Event of Default, do the following without notice to or assent by any Loan Party to accomplish the purposes of this Agreement: (a) upon failure of such Loan Party to timely pay or discharge Taxes or Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement or any other Loan Document, and pay all or any part of the premiums therefor and the costs thereof; (b) file any application, petition or other request with the FCC, any PUC or any other Governmental Authority for the purpose of obtaining any consent or approval from or satisfying any filing or notice requirement of any Governmental Authority in order to effect a sale or transfer of any or all the Collateral, or a change in control of, or to permit the Administrative Agent to complete or operate, or both, any Network; (c) vote any membership interest or other Stock; and (i) direct any party liable for any payment under any of the Contracts or Accounts to make payment of any and all monies due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (ii) in the name of such Loan Party or its own name or otherwise, take possession of and endor...

Power of Attorney and Proxy. Reference is hereby made to that certain Joint Venture Agreement dated September [__], 2016, by and between Guangzhou Sino-Israel Bio-Industry Investment Fund (LLP) (“GBIF”), Invasix Ltd. (“Invasix”) and Guangzhou InMode Medical Technology Ltd. (the “Company”, and the “JV Agreement”, respectively). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms under the JV Agreement. I, the undersigned, serving as a director on behalf of GBIF in the Board of Directors of the Company (“Board”), hereby grant an irrevocable power of attorney and a proxy to : (i) each of the directors appointed by GBIF to the Board of the Company (“GBIF Directors”) that is present at a given Second Adjourned Meeting; or (ii) if none of the GBIF Directors is present at a given Second Adjourned Meeting, to each of the directors appointed by Invasix to the Board of the Company (“Invasix Directors”), such that in my abscense at any Second Adjourned Meeting of the Board of the Company, any one of the GBIF Directors or Invasix Directors, as the case may be pursuant to the above, may participate and vote instead of me, in accordance with Section 24.3.5 of the JV Agreement. This Irrevocable Power of Attorney and Proxy shall become effective at the Closing Date and shall continue to be effective until the termination of the JV Agreement. Except as set forth herein, this undertaking may not be revoked, terminated or otherwise canceled. Name of director: Date: January 11, 2017 Execution Copy

Power of Attorney and Proxy. Upon its admission as a Member, each Member other than AAH hereby makes, constitutes and appoints AAH, with full power of substitution and resubstitution, its true and lawful attorney, for it and in its name, place and stead and for its use and benefit, to act as its proxy in respect of (A) any vote or approval of Members required to give effect to this Article VIII, including any vote or approval required under ss. 18-209 of the Act, (B) the execution and delivery, on behalf of such Member, of the signature page of the Shareholders' Agreement (or other appropriate assumption agreement relating to the subject matter thereof) and (C) the execution and delivery of any other document, or the granting of any other approval, reasonably required in connection with an IPO or Merger Conversion and not inconsistent with Sections 8.01, 8.02, 8.03 and 8.04. The proxy granted pursuant to this Section 8.05 is a special proxy coupled with an interest and is irrevocable until the fifth anniversary of the date hereof.

Power of Attorney and Proxy. This Power of Attorney and Proxy is an integral part of the Agreement to which it is attached. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Agreement.

Power of Attorney and Proxy. 2.1 The Subscriber hereby irrevocably constitutes and appoints the Vice-Chairman of the Company, and failing which, the Chairman of the Company: 46 (a) as proxyholder to attend and to vote on behalf of the Subscriber or otherwise act as its proxy or representative at every meeting of the Company at which the Subscriber as holder of Class E Shares or any shares or securities into which such Class E Shares shall have been converted or exchanged or any shares or other securities resulting from a reclassification thereof (hereinafter collectively referred to as the "SHARES"), is entitled to vote, including without limitation, any meeting at which a class vote is held in respect of non-voting shares of the Company; and (b) as its attorney for the Subscriber and in the Subscriber's name to vote and act in respect of the Shares (including signing resolutions in writing in lieu of meetings), to execute a proxy in respect of the Shares, to execute and deliver a pledge of the Shares to the lenders of the Company to secure loans to the Company, and to endorse and transfer to the Company, or its nominee, any of the Shares which may require endorsements or transfer, in order that full title to the Shares may be vested in the Company or its nominee, all as fully and effectually as the Subscriber could do. 2.2 The Subscriber declares that the power of attorney granted hereby is irrevocable and is coupled with an interest and will survive the death, incapacity and bankruptcy of the Subscriber and will extend to and be binding upon the heirs, executors, administrators, and legal personal representatives of the Subscriber.

Power of Attorney and Proxy. In connection with the voting arrangement described in clause (a) above, each Holder hereby makes, constitutes and appoints the Attorneys-in-Fact the true and lawful attorneys-in-fact, agent and proxy of such Holder, with full power of substitution and re-substitution and with full power and authority, in the name and on behalf of such Holder, to attend meetings of stockholders of the Company held from time to time, or to execute written consents in lieu of such meetings, in each case to vote as such Holder is required pursuant to this Section 6. The powers granted herein will be deemed to be coupled with an interest, will be irrevocable and will survive death, incompetency or dissolution of any Holder. Each Holder further agrees to execute and deliver any other documentation, power of attorney or proxy required to evidence such vote.

Power of Attorney and Proxy