EXHIBIT 24
JOINT FILING AGREEMENT AND POWER OF ATTORNEY
Pursuant to and in accordance with the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder, each party hereto hereby
agrees to the joint filing, on behalf of each of them, of any filing required by
such party under Section 13 or Section 16 of the Exchange Act or any rule or
regulation thereunder (including any amendment, restatement, supplement, and/or
exhibit thereto) with the Securities and Exchange Commission (and, if such
security is registered on a national securities exchange, also with the
exchange), and further agrees to the filing, furnishing, and/or incorporation by
reference of this agreement as an exhibit thereto. This agreement shall remain
in full force and effect until revoked by any party hereto in a signed writing
provided to each other party hereto, and then only with respect to such revoking
party.
Know all men by these presents, that each party hereto hereby constitutes
and appoints each of ▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇, and each of them, as the
true and lawful attorneys-in-fact and agents, or attorney-in-fact and agent, of
such party with full power and authority and full power of substitution and
resubstitution, for, in the name of, and on behalf of such party, place and
stead, in any and all capacities, (i) to execute any and all filings required by
such party under Section 13 or Section 16 of the Exchange Act or any rule or
regulation thereunder (including any amendment, supplement, and/or exhibit
thereto), for, in the name of, and on behalf of such party, (ii) to do and
perform any and all acts for, in the name of, and on behalf of such party which
said attorneys-in-fact, or any of them, determine may be necessary or
appropriate to complete and execute any and all such filings, amendments,
supplements, and/or exhibits, and any and all other document(s) in connection
therewith, (iii) to file such filings, amendments, supplements, exhibits, and/or
documents with the Securities and Exchange Commission (and, if such security is
registered on a national securities exchange, also with the exchange), and (iv)
to perform any and all other acts that said attorneys-in-fact or agents, or any
of them, determine may be necessary or appropriate in connection with the
foregoing that may be in the best interest of or legally required by such party,
granting unto said attorneys-in-fact and agents, or any of them, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as
such party might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, shall do or cause to be done
by virtue hereof. Each party hereto hereby acknowledges that the foregoing
attorneys-in-fact and agents, or any of them, in serving in such capacity at the
request of such undersigned party, are not assuming any of the responsibilities
of the undersigned to comply with Section 16 or Section 13(d) of the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder.
IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused
this agreement to be executed and effective as of the date first written above.
Date: ▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ENTERPRISES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Secretary
TRILOGY, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President and Chief Executive Officer
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇