Attached files
file | filename |
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10-K - FORM 10-K - ATHERSYS, INC / NEW | c97513e10vk.htm |
EX-21 - EXHIBIT 21 - ATHERSYS, INC / NEW | c97513exv21.htm |
EX-23 - EXHIBIT 23 - ATHERSYS, INC / NEW | c97513exv23.htm |
EX-31.1 - EXHIBIT 31.1 - ATHERSYS, INC / NEW | c97513exv31w1.htm |
EX-32.1 - EXHIBIT 32.1 - ATHERSYS, INC / NEW | c97513exv32w1.htm |
EX-24.1 - EXHIBIT 24.1 - ATHERSYS, INC / NEW | c97513exv24w1.htm |
EX-31.2 - EXHIBIT 31.2 - ATHERSYS, INC / NEW | c97513exv31w2.htm |
EX-10.45 - EXHIBIT 10.45 - ATHERSYS, INC / NEW | c97513exv10w45.htm |
EX-10.43 - EXHIBIT 10.43 - ATHERSYS, INC / NEW | c97513exv10w43.htm |
EX-10.42 - EXHIBIT 10.42 - ATHERSYS, INC / NEW | c97513exv10w42.htm |
EXHIBIT 24.2
ATHERSYS, INC.
POWER OF ATTORNEY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors of Athersys, Inc., a
Delaware corporation (the Company), hereby constitutes and appoints Gil Van Bokkelen, William
Lehmann, Jr. and Laura K. Campbell, or any of them, his or her true and lawful attorney or
attorneys-in-fact, with full power of substitution and resubstitution, to do any and all acts and
things and execute any and all instruments or documents which said attorney or attorneys-in-fact,
or any of them, may deem necessary or advisable or which may be required in connection with the
filing with the Securities and Exchange Commission (the SEC) of an Annual Report on Form 10-K for
the fiscal year ended December 31, 2009 pursuant to Section 13 of the Securities Exchange Act of
1934 and to sign any and all amendments to such Annual Report, and to file the same, with all
exhibits thereto, and other documents in connection therewith including, without limitation, a Form
12b-25, with the SEC, granting unto said attorney or attorneys-in-fact, or each of them with or
without the others, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in order to accomplish the foregoing, as fully to all intents
and purposes as he or she might or could in person, hereby ratifying and confirming all that said
attorneys-in-fact, or any of them, or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
This Power of Attorney may be executed in counterparts and all such duly executed counterparts
shall together constitute the same instrument. Except as otherwise specifically provided herein,
the power of attorney granted herein shall not in any manner revoke in whole or in part any power
of attorney that each of the undersigned has previously executed. This power of attorney shall not
be revoked by any subsequent power of attorney any of the undersigned may execute, unless such
subsequent power specifically refers to this power of attorney or specifically states that the
instrument is intended to revoke all prior general powers of attorney or all prior powers of
attorney.
The CAUTION TO THE PRINCIPAL and IMPORTANT INFORMATION FOR THE AGENT statements below are
required under the New York General Obligations Law. Notwithstanding anything to the contrary
contained therein, this Power of Attorney is limited to the powers granted as described above and
DOES NOT grant the attorneys-in-fact and agents the authority to spend the undersigneds money or
sell or dispose of the undersigneds property.
CAUTION TO THE PRINCIPAL:
Your Power of Attorney is an important document. As the principal, you give the person whom you
choose (your agent) powers to spend your money and sell or dispose of your property during your
lifetime without telling you. You do not lose your authority to act even though you have given your
agent similar powers. When your agent exercises these powers, he or she must act according to any
instructions you have provided, or, where there are no specific instructions, in your best
interest. Important Information for the Agent near the end of this document describes your
agents responsibilities. Your agent can act on your behalf only after signing the Power of
Attorney before a notary public. You can request information from your agent at any time. You can
revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound
mind. If you are no longer of sound mind, a court can remove
an agent for acting improperly. Your agent cannot make health care decisions for you. You may
execute a Health Care Proxy to do this. The law governing Powers of Attorney is contained in the
New York General Obligations Law, Article 5, Title 15. This law is available at a law library, or
online through the New York State Senate or Assembly websites, www.senate.state.ny.us or
www.assembly.state.ny.us. If there is anything about this document that you do not understand, you
should ask a lawyer of your own choosing to explain it to you.
IMPORTANT INFORMATION FOR THE AGENT:
When you accept the authority granted under this power of attorney, a special legal relationship is
created between you and the principal. This relationship imposes on you legal responsibilities that
continue until you resign or the power of attorney is terminated or revoked. You must: (1) act
according to any instructions from the principal, or, where there are no instructions, in the
principals best interest; (2) avoid conflicts that would impair your ability to act in the
principals best interest; (3) keep the principals property separate and distinct from any assets
you own or control, unless otherwise permitted by law; (4) keep a record of all receipts, payments,
and transactions conducted for the principal; and (5) disclose your identity as an agent whenever
you act for the principal by writing or printing the principals name and signing your own name as
agent in the following manner: (Principals Name) by (Your Signature) as Agent.
You may not use the principals assets to benefit yourself or give gifts to yourself or anyone else
unless there is a Statutory Major Gifts Rider attached to this Power of Attorney that specifically
gives you that authority. If you have that authority, you must act according to any instructions of
the principal, or, where there are no such instructions, in the principals best interest. You may
resign by giving written notice to the principal and to any co-agent, successor agent, monitor if
one has been named in this document, or the principals guardian if one has been appointed. If
there is anything about this document or your responsibilities that you do not understand, you
should seek legal advice.
The meaning of the authority given to you is defined in New Yorks General Obligations Law, Article
5, Title 15. If it is found that you have violated the law or acted outside the authority granted
to you in the Power of Attorney, you may be liable under the law for your violation.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of this 19th
day of February, 2010.
/s/ Michael Sheffery | ||||
Michael Sheffery | ||||
Director | ||||
State of New York)
County of New York) ss.:
On the 19th day of February in the year before me, the undersigned, personally appeared Michael
Sheffery, personally known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument and acknowledged to me that he or she
executed the same in his or her capacity, and that by his or her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed the instrument.
/s/ Laura Neill Schuessler |
||
Signature and Office of individual taking acknowledgment |
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of this 1st
day of March, 2010.
/s/ Jordan S. Davis | ||||
Jordan S. Davis | ||||
Director | ||||
State of New York)
County of New York) ss.:
On the 1st day of March in the year before me, the undersigned, personally appeared Jordan S.
Davis, personally known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument and acknowledged to me that he or she
executed the same in his or her capacity, and that by his or her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed the instrument.
/s/ Rose M. Small |
||
I, Gil Van Bokkelen, have read the foregoing Power of Attorney. I am a person identified therein as
an agent for the principals named therein. I acknowledge my legal responsibilities to the
principals.
Agent signs here: ==> /s/ Gil Van Bokkelen
State of Ohio)
County of Cuyahoga) ss.:
On the 8th day of March in the year before me, the undersigned, personally appeared Gil Van
Bokkelen, personally known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument and acknowledged to me that he or she
executed the same in his or her capacity, and that by his or her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed the instrument.
/s/ Matthew T. Celesnik |
||
I, William Lehmann, Jr., have read the foregoing Power of Attorney. I am a person identified
therein as an agent for the principals named therein. I acknowledge my legal responsibilities to
the principals.
Agent signs here: ==> /s/ William Lehmann, Jr.
State of Ohio)
County of Cuyahoga) ss.:
On the 8th day of March in the year before me, the undersigned, personally appeared
William Lehmann, Jr., personally known to me or proved to me on the basis of satisfactory evidence
to be the individual whose name is subscribed to the within instrument and acknowledged to me that
he or she executed the same in his or her capacity, and that by his or her signature on the
instrument, the individual, or the person upon behalf of which the individual acted, executed the
instrument.
/s/ Matthew T. Celesnik |
||
I, Laura K. Campbell, have read the foregoing Power of Attorney. I am a person identified therein
as an agent for the principals named therein. I acknowledge my legal responsibilities to the
principals.
Agent signs here: ==> /s/ Laura K. Campbell
State of Ohio)
County of Cuyahoga) ss.:
On the 8th day of March in the year before me, the undersigned, personally appeared
Laura K. Campbell, personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and acknowledged to me that he
or she executed the same in his or her capacity, and that by his or her signature on the
instrument, the individual, or the person upon behalf of which the individual acted, executed the
instrument.
/s/ Matthew T. Celesnik |
||