ESOP Trustee Sample Clauses

ESOP Trustee. The ESOP Trustee shall have received an opinion from its financial advisor, as of the date of Closing, that the transactions contemplated by this Agreement are fair to the ESOP from a financial point of view.
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ESOP Trustee. The term “ESOP Trustee” shall have the meaning set forth in the preface. 1.18. Executive. The term “Executive” shall have the meaning set forth in the preface.
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ESOP Trustee. The ESOP Trustee shall have performed all of its obligations under the ESOP Exchange Agreement, or the ESOP and the other parties to such agreement shall havewaived performance thereof, and the transactions, including the Exchange (as defined therein) contemplated by the ESOP Exchange Agreement shall have been consummated.
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ESOP Trustee. The trustee of the ESOP shall have determined that the redemption of the shares by Company of the Company capital stock held by the ESOP does not violate ERISA.
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ESOP Trustee. The Company shall have selected and retained either a qualified ESOP Trustee that is empowered to exercise trust powers in the State of Arizona and that is otherwise unaffiliated with the Company or a qualified ESOP Investment Manager to serve as independent fiduciary of the Company ESOP for purposes of the Merger and the other transactions contemplated by this Agreement and shall have provided such ESOP Trustee or ESOP Investment Manager with all resources and information that such ESOP Trustee or ESOP Investment Manager may have requested to fulfill its obligations relating to the Merger and the other transactions contemplated by this Agreement.
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ESOP Trustee. The ESOP Trustee has been properly appointed as trustee of the ESOP Trust. The Company has delivered to the ESOP Trustee complete, current and accurate copies of the ESOP plan document and the ESOP Trust Agreement. The ESOP Trustee is independent of the Company.
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ESOP Trustee. The Company shall have received a written statement from the Trustee to the effect that, on the basis of the representations, warranties, covenants and conditions set forth in this Agreement and its own evaluation and on the advice of its financial and legal advisors, the Trustee believes that the transactions contemplated by this Agreement are fair from a financial point of view to the ESOP.
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ESOP Trustee. The ESOP Trustee is a trust company organized, validly existing and in good standing under the Applicable Laws of the state of Illinois. The ESOP Trustee is (i) the duly appointed independent trustee of the ESOP, with the power and authority to act on its behalf, (ii) a fiduciary of the ESOP, as described in Section 3(21)(A) of ERISA, (iii) independent of all parties to this Agreement, and (iv) vested with the authority to act on behalf of the ESOP to the extent specified in the ESOP’s plan and trust documents, including the ESOP Trust Agreement. The ESOP Trustee’s due diligence review of the transactions contemplated by the Agreement, and the ESOP Trustee’s selection of its independent financial advisor, has been completed in a manner consistent with the terms of the “Agreement Concerning Fiduciary Engagements and Process Requirements for Employer Stock Transactions” entered into by the Department of Labor and GreatBanc Trust Company in June 2014.
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Related to ESOP Trustee

  • Co-Trustee (a) The Co-Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Co-Trustee that are specifically required to be furnished pursuant to any provision of this Agreement shall examine them to determine whether they conform to the requirements of this Agreement, to the extent required by this Agreement. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, the Co-Trustee shall take action as it deems appropriate to have the instrument corrected. In addition, the Co-Trustee shall act as the insured under the Mortgage Insurance Policy and hereby directs the Master Servicer, on behalf of the Co-Trustee, to take all actions appropriate or required of the Co-Trustee under the Mortgage Insurance Policy, other than the payment of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicer.

  • Registrar, Transfer Agent and Paying Agent The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”) and an office or agency where the Notes may be presented for payment (“Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent). The Registrar and the Transfer Agent will maintain a register reflecting ownership of definitive registered Notes outstanding from time to time and will make payments on and facilitate transfers of definitive registered Notes on behalf of the Company. The Company may appoint one or more co-registrars, one or more transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any additional transfer agent and the term “Paying Agent” includes any additional paying agent. The Company may change the Paying Agent, the Registrar or the Transfer Agent without prior notice to any Holder. The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. The Company shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Restricted Subsidiaries may act as Paying Agent, Registrar or Transfer Agent. The Company initially appoints (i) the office of Deutsche Bank AG, London Branch in London, located at Xxxxxxxxxx Xxxxx, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, as Principal Paying Agent (the “Principal Paying Agent”) and (ii) the office of Deutsche Bank Luxembourg S.A., located at 0, xxxxxxxxx Xxxxxx Xxxxxxxx, L-1115 Luxembourg, as Registrar and Transfer Agent for the Notes and as agent for services of notices and demands in connection with the Notes and each hereby accepts such appointment. If and for so long as the Notes are listed on the Official List of the Irish Stock Exchange and the rules of the Irish Stock Exchange so require, the Company shall maintain a Paying Agent, Registrar and Transfer Agent in Ireland. If the Notes are listed on any other securities exchange, the Company shall satisfy any requirement of such securities exchange as to Paying Agents, Registrars and Transfer Agents. If and for so long as the Notes are listed on the Official List of the Irish Stock Exchange and the rules of such exchange so require, the Company shall publish a notice of any change of Paying Agent, Registrar or Transfer Agent in a newspaper having a general circulation in Ireland or, to the extent and in the manner permitted by such rules, posted on the website of the Irish Stock Exchange at xxxx://xxx.xxx.xx or otherwise in accordance with the requirements of the rules of the Irish Stock Exchange.

  • Paying Agent; Authenticating Agent The rights and protections afforded to the Owner Trustee pursuant to this Agreement, including without limitation Articles 7 and 8 hereof, shall also be afforded to the Paying Agent, Authenticating Agent and Certificate Registrar.

  • Trustee Section 7.01.

  • Trustee, Paying Agent and Security Registrar May Hold Securities The Trustee, subject to certain limitations imposed by the TIA, or any paying agent or Security Registrar, in its individual or any other capacity, may become the owner or pledgee of Securities with the same rights it would have if it were not Trustee, paying agent or Security Registrar.

  • Successor Owner Trustee Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement, and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01. Upon written acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator shall mail notice thereof to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Administrator shall fail to mail such notice within 10 Business Days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator. Any successor Owner Trustee appointed hereunder shall promptly file an amendment to the Certificate of Trust with the Secretary of State of the State of Delaware as required by the Statutory Trust Act.

  • Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes The Trustee, any Paying Agent, any Conversion Agent, Bid Solicitation Agent (if other than the Company or any Affiliate thereof) or Note Registrar, in its individual or any other capacity, may become the owner or pledgee of Notes with the same rights it would have if it were not the Trustee, Paying Agent, Conversion Agent, Bid Solicitation Agent or Note Registrar.

  • Paying Agent, Transfer Agent and Registrar Initially, Wilmington Trust, National Association, the Trustee under the Indenture, will act as Paying Agent, Transfer Agent and Registrar. The Issuers may change any Paying Agent, Transfer Agent or Registrar without prior notice to the Holders. The Issuer or any of its Subsidiaries may act in any such capacity.

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