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Contract analysis / power-of-attorney-pvcp-draft.docx
power-of-attorney-pvcp-draft.docx
1015-00001 · 8 clauses
High · 2 Medium · 3 Standard · 0
Section 1. Appointment of Attorneys-in-Fact
Section 1. Appointment of Attorneys-in-Fact PVCP III, acting through its General Partner, Pinnacle Vista Capital Management LLC, hereby irrevocably constitutes and appoints each of the following persons, individually and severally (and not jointly), as its true and lawful attorney-in-fact and agent (each, an "Attorney-in-Fact" and, collectively, the "Attorneys-in-Fact"): (a) Hugh Pemberton, Co-Founder & Managing Part
Section 2. Scope of Authority — Grant of Powers High
⚑ Indemnity / guarantee obligation
Section 2. Scope of Authority — Grant of Powers The Attorneys-in-Fact are hereby authorized and empowered, in the name, place, and stead of PVCP III, to do and perform any and all acts and things that they, or any one of them, may deem necessary, appropriate, or desirable in connection with the Offering, including, without limitation, the following: 2.1 Execution of the Underwriting Agreement Each Attorney-in-Fact is
Section 3. Representations and Warranties of PVCP III Medium
⚑ Forum / governing law
Section 3. Representations and Warranties of PVCP III PVCP III hereby makes the following representations and warranties to, and for the benefit of, each person entitled to rely on this Power of Attorney, including each Attorney-in-Fact, the Company, the Underwriters, and their respective counsel: (a) Organization and Good Standing. PVCP III is a limited partnership duly organized, validly existing, and in good stand
Section 4. Ratification
Section 4. Ratification PVCP III hereby ratifies and confirms, and agrees that it shall ratify and confirm, all lawful acts and things that any of the above-named Attorneys-in-Fact (or any Substitute appointed pursuant to Section 1 hereof) shall do or cause to be done by virtue of this Power of Attorney and the authority granted herein. This ratification and confirmation is unconditional and irrevocable, and extends
Section 5. Irrevocability; Duration Medium
⚑ Notice / time limit to track
Section 5. Irrevocability; Duration This Power of Attorney is coupled with an interest, in that the Attorneys-in-Fact have a direct interest in the subject matter of this Power of Attorney by reason of their roles in connection with the Offering and the transactions contemplated hereby, and is therefore irrevocable to the fullest extent permitted by applicable law. This Power of Attorney shall remain in full force an
Section 6. Governing Law High
⚑ Non-compete / exclusivity restraint
Section 6. Governing Law This Power of Attorney shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each of PVCP III and th
Section 7. Counterparts
Section 7. Counterparts This Power of Attorney may be executed in one or more counterparts (including by means of telecopied or electronically transmitted signature pages), each of which shall be deemed an original for all purposes and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Power of Attorney by facsimile transmission
Section 8. Notices Medium
⚑ Confidentiality undertaking
Section 8. Notices All notices, requests, demands, consents, waivers, and other communications required or permitted under this Power of Attorney shall be in writing and shall be deemed to have been duly given when delivered personally, sent by nationally recognized overnight courier (with all fees prepaid), or sent by registered or certified mail, postage prepaid, return receipt requested, to the parties at the foll