documentation required to perfect any Transfer (but not, for the avoidance of doubt, for any other purpose whatsoever).
The Principal appoints [NAME OF TRANSFEROR], a company incorporated in [PLACE OF INCORPORATION] with company number [NUMBER] whose registered office is [ADDRESS] as its attorney (the "Attorney") and in the Principal's name or otherwise and on its behalf to:
|1.1||consider, settle, approve, sign, execute, deliver and/or issue all agreements, documents, certificates and instruments (all whether as a deed or not) which the Attorney in its absolute discretion considers necessary or desirable in connection with the implementation of the Transfer immediately following the occurrence of a Change of Control Event including any document necessary to perfect or effect the Transfer (the "Transfer Documents"); and|
|1.2||take any steps or do anything which the Attorney in its absolute discretion considers necessary or desirable in connection with the implementation of the Transfer or the implementation and/or execution of the Transfer Documents,|
provided, for the avoidance of doubt, that: (i) this power of attorney does not authorize the Attorney to consider, settle, approve, sign, execute, deliver and/or issue any agreements, documents, certificates and instruments (all whether as a deed or not) which seek to impose any additional obligations on the Principal in excess of those required by clause 9 (Change of Control) of the Settlement Agreement); and (ii) this power of attorney shall not be used for any other purposes whatsoever.
|2.||DELEGATION BY CORPORATE ATTORNEY|
Where the Attorney is a corporation the Attorney may delegate one or more of the powers conferred on the Attorney by this power of attorney to a director or an officer (or directors or officers) appointed for that purpose by the board of directors of the Attorney by resolution or otherwise.
|3.||POWER BY WAY OF SECURITY|
This power of attorney is given by way of security to secure the performance of obligations owed by the Principal to the Attorney under clause 9 (Change of Control) of the Settlement Agreement and shall be irrevocable save with the consent of the Attorney while that interest or obligation remains undischarged.
The Principal undertakes to ratify and confirm whatever the Attorney does or purports to do, provided that such acts are within the scope of this power of attorney and taken in good faith in the exercise of any power conferred by this power of attorney.
The Principal declares that a person who deals with the Attorney in good faith may accept a written statement signed by that Attorney to the effect that this power of attorney has not been revoked as conclusive evidence of that fact.