1
Exhibit 24.1
POWER OF ATTORNEY
The undersigned who is a director or officer of Cooker
Restaurant Corporation, an Ohio corporation (the "Company");
Does hereby constitute and appoint G. Arthur Seelbinder to be
his agent and attorney-in-fact with the power to act fully
hereunder and with full power of substitution to act in the name
and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission
the Annual Report of the Company on Form 10-K for the fiscal
year ended January 3, 1999, and any amendments or supplements
to such Annual Report; and
To execute and deliver any instruments, certificates or other
documents which he shall deem necessary or proper in connection
with the filing of such Annual Report, and generally to act for
and in the name of the undersigned with respect to such filings
as fully as could the undersigned if then personally present and
acting.
The agent named above is hereby empowered to determine in his
discretion the times when, the purposes for, and the names in
which, any power conferred upon him herein shall be exercised
and the terms and conditions of any instrument, certificate or
document which may be executed by him pursuant to this
instrument.
This Power of Attorney shall not be affected by the disability
of the undersigned nor by the lapse of time.
The validity, terms and enforcement of this Power of Attorney
shall be governed by those laws of the State of Ohio that apply
to instruments negotiated, executed, delivered and performed
solely within the State of Ohio.
This Power of Attorney may be executed in any number of
counterparts, each of which shall have the same effect as if it
were the original instrument and all of which shall constitute
one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this
25th day of January, 1999.
/s/ PHILLIP L. PRITCHARD
------------------------
Phillip L. Pritchard
2
POWER OF ATTORNEY
The undersigned who is a director or officer of Cooker
Restaurant Corporation, an Ohio corporation (the "Company");
Does hereby constitute and appoint G. Arthur Seelbinder and
Phillip L. Pritchard to be his agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and
with full power of substitution to act in the name and on behalf
of the undersigned;
To sign and file with the Securities and Exchange Commission the
Annual Report of the Company on Form 10-K for the fiscal year
ended January 3, 1999, and any amendments or supplements to
such Annual Report; and
To execute and deliver any instruments, certificates or other
documents which they shall deem necessary or proper in
connection with the filing of such Annual Report, and generally
to act for and in the name of the undersigned with respect to
such filings as fully as could the undersigned if then
personally present and acting.
Each agent named above is hereby empowered to determine in his
discretion the times when, the purposes for, and the names in
which, any power conferred upon him herein shall be exercised
and the terms and conditions of any instrument, certificate or
document which may be executed by him pursuant to this
instrument.
This Power of Attorney shall not be affected by the disability
of the undersigned nor by the lapse of time.
The validity, terms and enforcement of this Power of Attorney
shall be governed by those laws of the State of Ohio that apply
to instruments negotiated, executed, delivered and performed
solely within the State of Ohio.
This Power of Attorney may be executed in any number of
counterparts, each of which shall have the same effect as if it
were the original instrument and all of which shall constitute
one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this
25th day of January, 1999.
/s/ GLENN W. COCKBURN
---------------------
Glenn W. Cockburn
3
POWER OF ATTORNEY
The undersigned who is a director or officer of Cooker
Restaurant Corporation, an Ohio corporation (the "Company");
Does hereby constitute and appoint G. Arthur Seelbinder and
Phillip L. Pritchard to be his agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and
with full power of substitution to act in the name and on behalf
of the undersigned;
To sign and file with the Securities and Exchange Commission the
Annual Report of the Company on Form 10-K for the fiscal year
ended January 3, 1999, and any amendments or supplements to
such Annual Report; and
To execute and deliver any instruments, certificates or other
documents which they shall deem necessary or proper in
connection with the filing of such Annual Report, and generally
to act for and in the name of the undersigned with respect to
such filings as fully as could the undersigned if then
personally present and acting.
Each agent named above is hereby empowered to determine in his
discretion the times when, the purposes for, and the names in
which, any power conferred upon him herein shall be exercised
and the terms and conditions of any instrument, certificate or
document which may be executed by him pursuant to this
instrument.
This Power of Attorney shall not be affected by the disability
of the undersigned nor by the lapse of time.
The validity, terms and enforcement of this Power of Attorney
shall be governed by those laws of the State of Ohio that apply
to instruments negotiated, executed, delivered and performed
solely within the State of Ohio.
This Power of Attorney may be executed in any number of
counterparts, each of which shall have the same effect as if it
were the original instrument and all of which shall constitute
one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this
25th day of January, 1999.
/s/ MARK W. MIKOSZ
------------------
Mark W. Mikosz
4
POWER OF ATTORNEY
The undersigned who is a director or officer of Cooker
Restaurant Corporation, an Ohio corporation (the "Company");
Does hereby constitute and appoint G. Arthur Seelbinder and
Phillip L. Pritchard to be his agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and
with full power of substitution to act in the name and on behalf
of the undersigned;
To sign and file with the Securities and Exchange Commission the
Annual Report of the Company on Form 10-K for the fiscal year
ended January 3, 1999, and any amendments or supplements to
such Annual Report; and
To execute and deliver any instruments, certificates or other
documents which they shall deem necessary or proper in
connection with the filing of such Annual Report, and generally
to act for and in the name of the undersigned with respect to
such filings as fully as could the undersigned if then
personally present and acting.
Each agent named above is hereby empowered to determine in his
discretion the times when, the purposes for, and the names in
which, any power conferred upon him herein shall be exercised
and the terms and conditions of any instrument, certificate or
document which may be executed by him pursuant to this
instrument.
This Power of Attorney shall not be affected by the disability
of the undersigned nor by the lapse of time.
The validity, terms and enforcement of this Power of Attorney
shall be governed by those laws of the State of Ohio that apply
to instruments negotiated, executed, delivered and performed
solely within the State of Ohio.
This Power of Attorney may be executed in any number of
counterparts, each of which shall have the same effect as if it
were the original instrument and all of which shall constitute
one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this
25th day of January, 1999.
/s/ ROBIN V. HOLDERMAN
------------------------
Robin V. Holderman
5
POWER OF ATTORNEY
The undersigned who is a director or officer of Cooker
Restaurant Corporation, an Ohio corporation (the "Company");
Does hereby constitute and appoint G. Arthur Seelbinder and
Phillip L. Pritchard to be his agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and
with full power of substitution to act in the name and on behalf
of the undersigned;
To sign and file with the Securities and Exchange Commission the
Annual Report of the Company on Form 10-K for the fiscal year
ended January 3, 1999, and any amendments or supplements to
such Annual Report; and
To execute and deliver any instruments, certificates or other
documents which they shall deem necessary or proper in
connection with the filing of such Annual Report, and generally
to act for and in the name of the undersigned with respect to
such filings as fully as could the undersigned if then
personally present and acting.
Each agent named above is hereby empowered to determine in his
discretion the times when, the purposes for, and the names in
which, any power conferred upon him herein shall be exercised
and the terms and conditions of any instrument, certificate or
document which may be executed by him pursuant to this
instrument.
This Power of Attorney shall not be affected by the disability
of the undersigned nor by the lapse of time.
The validity, terms and enforcement of this Power of Attorney
shall be governed by those laws of the State of Ohio that apply
to instruments negotiated, executed, delivered and performed
solely within the State of Ohio.
This Power of Attorney may be executed in any number of
counterparts, each of which shall have the same effect as if it
were the original instrument and all of which shall constitute
one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this
2nd day of April, 1999.
/s/ DAVID T. KOLLAT
-------------------
David T. Kollat
6
POWER OF ATTORNEY
The undersigned who is a director or officer of Cooker
Restaurant Corporation, an Ohio corporation (the "Company");
Does hereby constitute and appoint G. Arthur Seelbinder and
Phillip L. Pritchard to be his agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and
with full power of substitution to act in the name and on behalf
of the undersigned;
To sign and file with the Securities and Exchange Commission the
Annual Report of the Company on Form 10-K for the fiscal year
ended January 3, 1999, and any amendments or supplements to
such Annual Report; and
To execute and deliver any instruments, certificates or other
documents which they shall deem necessary or proper in
connection with the filing of such Annual Report, and generally
to act for and in the name of the undersigned with respect to
such filings as fully as could the undersigned if then
personally present and acting.
Each agent named above is hereby empowered to determine in his
discretion the times when, the purposes for, and the names in
which, any power conferred upon him herein shall be exercised
and the terms and conditions of any instrument, certificate or
document which may be executed by him pursuant to this
instrument.
This Power of Attorney shall not be affected by the disability
of the undersigned nor by the lapse of time.
The validity, terms and enforcement of this Power of Attorney
shall be governed by those laws of the State of Ohio that apply
to instruments negotiated, executed, delivered and performed
solely within the State of Ohio.
This Power of Attorney may be executed in any number of
counterparts, each of which shall have the same effect as if it
were the original instrument and all of which shall constitute
one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this
25th day of January, 1999.
/s/ DAVID L. HOBSON
---------------------
David L. Hobson
7
POWER OF ATTORNEY
The undersigned who is a director or officer of Cooker
Restaurant Corporation, an Ohio corporation (the "Company");
Does hereby constitute and appoint G. Arthur Seelbinder and
Phillip L. Pritchard to be his agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and
with full power of substitution to act in the name and on behalf
of the undersigned;
To sign and file with the Securities and Exchange Commission the
Annual Report of the Company on Form 10-K for the fiscal year
ended January 3, 1999, and any amendments or supplements to
such Annual Report; and
To execute and deliver any instruments, certificates or other
documents which they shall deem necessary or proper in
connection with the filing of such Annual Report, and generally
to act for and in the name of the undersigned with respect to
such filings as fully as could the undersigned if then
personally present and acting.
Each agent named above is hereby empowered to determine in his
discretion the times when, the purposes for, and the names in
which, any power conferred upon him herein shall be exercised
and the terms and conditions of any instrument, certificate or
document which may be executed by him pursuant to this
instrument.
This Power of Attorney shall not be affected by the disability
of the undersigned nor by the lapse of time.
The validity, terms and enforcement of this Power of Attorney
shall be governed by those laws of the State of Ohio that apply
to instruments negotiated, executed, delivered and performed
solely within the State of Ohio.
This Power of Attorney may be executed in any number of
counterparts, each of which shall have the same effect as if it
were the original instrument and all of which shall constitute
one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this
25th day of January, 1999.
/s/ LEHR JACKSON
------------------
Lehr Jackson
8
POWER OF ATTORNEY
The undersigned who is a director or officer of Cooker
Restaurant Corporation, an Ohio corporation (the "Company");
Does hereby constitute and appoint G. Arthur Seelbinder and
Phillip L. Pritchard to be his agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and
with full power of substitution to act in the name and on behalf
of the undersigned;
To sign and file with the Securities and Exchange Commission the
Annual Report of the Company on Form 10-K for the fiscal year
ended January 3, 1999, and any amendments or supplements to
such Annual Report; and
To execute and deliver any instruments, certificates or other
documents which they shall deem necessary or proper in
connection with the filing of such Annual Report, and generally
to act for and in the name of the undersigned with respect to
such filings as fully as could the undersigned if then
personally present and acting.
Each agent named above is hereby empowered to determine in his
discretion the times when, the purposes for, and the names in
which, any power conferred upon him herein shall be exercised
and the terms and conditions of any instrument, certificate or
document which may be executed by him pursuant to this
instrument.
This Power of Attorney shall not be affected by the disability
of the undersigned nor by the lapse of time.
The validity, terms and enforcement of this Power of Attorney
shall be governed by those laws of the State of Ohio that apply
to instruments negotiated, executed, delivered and performed
solely within the State of Ohio.
This Power of Attorney may be executed in any number of
counterparts, each of which shall have the same effect as if it
were the original instrument and all of which shall constitute
one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this
25th day of January, 1999.
/s/ HARVEY M. PALASH
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Harvey M. Palash
9
POWER OF ATTORNEY
The undersigned who is a director or officer of Cooker
Restaurant Corporation, an Ohio corporation (the "Company");
Does hereby constitute and appoint G. Arthur Seelbinder and
Phillip L. Pritchard to be his agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and
with full power of substitution to act in the name and on behalf
of the undersigned;
To sign and file with the Securities and Exchange Commission the
Annual Report of the Company on Form 10-K for the fiscal year
ended January 3, 1999, and any amendments or supplements to
such Annual Report; and
To execute and deliver any instruments, certificates or other
documents which they shall deem necessary or proper in
connection with the filing of such Annual Report, and generally
to act for and in the name of the undersigned with respect to
such filings as fully as could the undersigned if then
personally present and acting.
Each agent named above is hereby empowered to determine in his
discretion the times when, the purposes for, and the names in
which, any power conferred upon him herein shall be exercised
and the terms and conditions of any instrument, certificate or
document which may be executed by him pursuant to this
instrument.
This Power of Attorney shall not be affected by the disability
of the undersigned nor by the lapse of time.
The validity, terms and enforcement of this Power of Attorney
shall be governed by those laws of the State of Ohio that apply
to instruments negotiated, executed, delivered and performed
solely within the State of Ohio.
This Power of Attorney may be executed in any number of
counterparts, each of which shall have the same effect as if it
were the original instrument and all of which shall constitute
one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this
25th day of January, 1999.
/s/ HENRY R. HILLENMEYER
------------------------
Henry R. Hillenmeyer