REPLACEMENT TRUSTEE Sample Clauses

REPLACEMENT TRUSTEE. If at any time a Trustee ceases to be the trustee with respect to the Trust or any Trust Account or Trust Subaccount, Owner will have the right to select a replacement Trustee and to arrange for the transfer of Qualified Securities and Proceeds to a Trust Subaccount with the replacement Trustee selected by Owner. Owner will have the right to change the Trustee upon Owner’s absolute and sole discretion at any time and from time to time. Contractor will have no right to advance notice of, or right of consent or approval of, any such action. Contractor hereby approves any such transfer as determined by Owner. Notwithstanding any change in the Trustee, this Agreement will continue in full force and effect. Any release given by Owner to a terminating Trustee will also be binding upon Contractor. Owner will promptly give Contractor notice of the replacement Trustee and new directions for depositing Qualified Securities with the replacement Trustee in the replacement Trust Subaccount. Each replacement Trustee and replacement Trust Subaccount shall be the Trustee and the Trust Subaccount under this Agreement. Contractor agrees to cooperate with Owner in connection with any change in the Trustee and/or transfer of Qualified Securities and Proceeds, including, without limitation, if Owner so desires, the execution and delivery of such consents, confirmations, and other documents as Owner may reasonably request.

REPLACEMENT TRUSTEE. Subject to applicable law, and applicable stock exchange and securities market rules and regulations, during the Qualifying Ownership Period, in the event that Elsztain is unable to serve as a trustee of the Company (due to death, disability or otherwise), or is no longer an officer, director or significant shareholder of Investor, such Investor Trustee’s replacement shall be nominated and designated by Investor pursuant to a Designation Notice, and the Company agrees to take, or cause to be taken, all actions necessary to cause such Qualified Replacement to be promptly appointed or elected to serve as a trustee of the Company, with the same rights provided in Section 2.01.

REPLACEMENT TRUSTEE. In the event that any Trustee shall die, become incapacitated, resign or be removed, a successor Trustee shall immediately be designated by ARF in the case of an ARF Trustee, or designated by YUFA in the case of a YUFA Trustee. Any successor Trustee so designated, as the case may be, shall immediately, upon an Acceptance of Trust being filed in writing with the Trustees and with the Office of the Fund, become vested with all the rights, powers and duties of the other Trustees under this Agreement.

REPLACEMENT TRUSTEE. The restrictions on transfer of Shares in this document do not apply to prevent the transfer of bare legal title in Shares held by the Custodian as bare trustee for any Beneficial Holders to a replacement trustee as contemplated by the Constitution and the Custodian Terms.

REPLACEMENT TRUSTEE. If for any reason the Trustee is no longer able or willing to perform the services under the Accounting and Depositary Services Agreement on behalf of the Parties and the other Purchasing Utilities, or is in breach of its obligations thereunder, Buyer and Seller shall jointly cooperate with each other, and with the other Purchasing Utilities and the ICC, as applicable, to find a replacement trustee to perform the services under the Accounting and Depositary Services Agreement. In the event that Buyer and the other Purchasing Utilities, on the one hand, and Seller, on the other hand, cannot agree upon a replacement Trustee, the ICC shall have the right to select the replacement Trustee. If the terms and conditions of any replacement trustee agreement otherwise varies from the original or immediate predecessor Accounting and Depositary Services Agreement, Buyer and Seller shall have the right to approve such new terms (which approval shall not be unreasonably withheld, conditioned or delayed by either Party).

REPLACEMENT TRUSTEE. Subject to Clause 16(d) below, the Trustee (i) may resign at any time as trustee hereunder by means of a written notice delivered to each of the Settlors and the Technical Committee, or (ii) may be removed at any time by the Technical Committee with or without cause. Resignation or removal of the Trustee pursuant to the foregoing shall be made by means of a written notice delivered by the Trustee to the Settlors and the Technical Committee, in case of resignation, or by the Technical Committee to the Trustee, in case of removal, at least ninety (90) Days prior to the date intended for the resignation or removal to become effective.

REPLACEMENT TRUSTEE. From and after Closing, the Purchaser agrees that it will not, and will not permit the Company to, replace North Star Trust Company as trustee of the ESOP, except that the Purchaser may, and may cause the Company to, replace North Star Trust Company as trustee of the ESOP in accordance with Article VI of the ESOP Trust Agreement but only if the replacement trustee is an independent, third party engaged, either directly or through any predecessor, subsidiary or Affiliate, for at least ten (10) years on a national basis in the business of serving as a trustee for employee retirement plans subject to ERISA and has assets equal to or greater than those of North Star Trust Company.