1
EXHIBIT 24.1
POWER OF ATTORNEY
OFFICERS AND DIRECTORS OF
COOKER RESTAURANT CORPORATION
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;
To sign and file with the Securities and Exchange Commission one or more
Registration Statements on Form S-8 under the Securities Act of 1933, and any
amendments or supplements (including post-effective amendments) to such
Registration Statements; 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
Registration Statements, 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 or 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 day of
, 1998.
/s/ Phillip L. Pritchard
----------------------------------
Phillip L. Pritchard
2
POWER OF ATTORNEY
OFFICERS AND DIRECTORS OF
COOKER RESTAURANT CORPORATION
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 one or more
Registration Statements on Form S-8 under the Securities Act of 1933, and any
amendments or supplements (including post-effective amendments) to such
Registration Statements; 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
Registration Statements, 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 or 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 13th day of
July, 1998.
/s/ Glenn W. Cockburn
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Glenn W. Cockburn
3
POWER OF ATTORNEY
OFFICERS AND DIRECTORS OF
COOKER RESTAURANT CORPORATION
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 one or more
Registration Statements on Form S-8 under the Securities Act of 1933, and any
amendments or supplements (including post-effective amendments) to such
Registration Statements; 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
Registration Statements, 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 or 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 14th day of
July, 1998.
/s/ Mark W. Mikosz
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Mark W. Mikosz
4
POWER OF ATTORNEY
OFFICERS AND DIRECTORS OF
COOKER RESTAURANT CORPORATION
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 one or more
Registration Statements on Form S-8 under the Securities Act of 1933, and any
amendments or supplements (including post-effective amendments) to such
Registration Statements; 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
Registration Statements, 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 or 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 14th day of
July, 1998.
/s/ Robin V. Holderman
----------------------------------
Robin V. Holderman
5
POWER OF ATTORNEY
OFFICERS AND DIRECTORS OF
COOKER RESTAURANT CORPORATION
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 one or more
Registration Statements on Form S-8 under the Securities Act of 1933, and any
amendments or supplements (including post-effective amendments) to such
Registration Statements; 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
Registration Statements, 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 or 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 day of
, 1998.
/s/ David T. Kollat
----------------------------------
David T. Kollat
6
POWER OF ATTORNEY
OFFICERS AND DIRECTORS OF
COOKER RESTAURANT CORPORATION
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 one or more
Registration Statements on Form S-8 under the Securities Act of 1933, and any
amendments or supplements (including post-effective amendments) to such
Registration Statements; 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
Registration Statements, 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 or 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 day of
, 1998.
/s/ David L. Hobson
----------------------------------
David L. Hobson
7
POWER OF ATTORNEY
OFFICERS AND DIRECTORS OF
COOKER RESTAURANT CORPORATION
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 one or more
Registration Statements on Form S-8 under the Securities Act of 1933, and any
amendments or supplements (including post-effective amendments) to such
Registration Statements; 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
Registration Statements, 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 or 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 13th day of
July, 1998.
/s/ Henry R. Hillenmeyer
----------------------------------
Henry R. Hillenmeyer
8
POWER OF ATTORNEY
OFFICERS AND DIRECTORS OF
COOKER RESTAURANT CORPORATION
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 one or more
Registration Statements on Form S-8 under the Securities Act of 1933, and any
amendments or supplements (including post-effective amendments) to such
Registration Statements; 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
Registration Statements, 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 or 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 day of
, 1998.
/s/ William Lehr Jackson
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William Lehr Jackson
9
POWER OF ATTORNEY
OFFICERS AND DIRECTORS OF
COOKER RESTAURANT CORPORATION
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 one or more
Registration Statements on Form S-8 under the Securities Act of 1933, and any
amendments or supplements (including post-effective amendments) to such
Registration Statements; 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
Registration Statements, 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 or 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 day of
, 1998.
/s/ Harvey Palash
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Harvey Palash