Power of Attorney - Seller Appointing Buyer as Attorney

This document is a Power of Attorney - Seller Appointing Buyer as Attorney. It is made between the principal and the attorney, where the principal agrees to sell its entire stake in the shares of the company to the attorney. The purpose of this deed is to secure the interest of the attorney in the shares by appointing the buyer as its attorney.

 

The document begins with a preamble, stating the date and the parties involved. It then provides a clause stating that the words and expressions defined in the sale and purchase agreement have the same meaning in this deed. This ensures consistency and clarity in the interpretation of the document.

 

Next, the document outlines the powers and authorities granted to the attorney. The principal appoints the attorney as its true and lawful attorney, with the authority to exercise all rights, powers, and privileges attached to the shares. This includes attending and participating in meetings where voting rights can be exercised, approving and executing documents related to the shares, selling or transferring the shares, receiving consideration for the sale, and taking any lawful means to safeguard the interests of the registered holder of the shares.

 

The principal undertakes not to exercise any of the rights, powers, and privileges attached to the shares without the consent of the attorney. This ensures that the attorney has control over the shares and can act in the best interest of the principal.

 

If indemnity is agreed upon, the principal undertakes to fully indemnify the attorney against any losses, liabilities, costs, expenses, actions, claims, or demands arising from the exercise of the powers conferred by this deed.

 

The principal ratifies and confirms whatever the attorney and its agents do or purport to do in the exercise of the powers and authorities conferred by this deed. This provides legal validation to the actions taken by the attorney on behalf of the principal.

 

If legal proceedings are involved, the attorney is required to obtain the prior written consent of the principal before taking any step in relation to such proceedings. This ensures that the principal has control over any legal actions taken on their behalf.

 

The attorney has the option to appoint a substitute and delegate the exercise of any power conferred by this deed to an agent. This allows the attorney to share or delegate their responsibilities while still maintaining control over the shares.

 

The document also includes clauses regarding the holding of shares on trust for the attorney, accounting for dividends and other sums paid to the principal, and the termination of the appointment when the shares are registered in the name of the attorney. It is governed by the laws of the jurisdiction country.

 

In summary, this Power of Attorney document is crucial for the sale of shares, as it appoints the buyer as the attorney with the authority to exercise rights and powers attached to the shares, ensuring the security and protection of the buyer's interests.

How to use this document?

To use this Power of Attorney document, follow these steps:

1. Review the document: Read through the entire document to understand its purpose and the rights and powers granted to the attorney.

2. Fill in the details: Enter the current date, the name and address of the principal, and the name of the attorney in the designated fields.

3. Understand the definitions: Familiarize yourself with the definitions provided in the sale and purchase agreement, as they apply to this document.

4. Grant powers to the attorney: Understand the powers and authorities granted to the attorney, including attending meetings, executing documents, selling or transferring shares, and safeguarding the interests of the registered holder of the shares.

5. Obtain consent for legal proceedings: If legal proceedings are involved, ensure that the principal provides written consent before the attorney takes any step in relation to such proceedings.

6. Consider indemnity: Decide whether indemnity will be provided to the attorney for any losses or liabilities arising from the exercise of powers conferred by this deed.

7. Appoint a substitute (optional): If desired, the attorney can appoint a substitute and delegate powers to an agent. Determine the terms and conditions for such appointments.

8. Hold shares on trust: Understand the obligations of the principal to hold the shares upon trust for the attorney and to account for dividends and other sums paid in respect of the shares.

9. Termination of appointment: Note that the appointment will terminate when the shares are registered in the name of the attorney. The attorney should use reasonable endeavors to effect such registration.

10. Seek legal advice if necessary: If you have any doubts or concerns regarding the document, consult with a legal professional to ensure that your rights and interests are protected.

Remember, this guidance is for informational purposes only and does not constitute legal advice. It is important to tailor the document to your specific circumstances and seek professional advice if needed.