Sub-Trustee definition
Examples of Sub-Trustee in a sentence
To the best of its knowledge, the Sub-Trustee has full power and authority to execute, deliver and perform this Agreement, subject to the performance by the Trustee, and such execution, delivery and performance has been duly authorized by all necessary action on the part of the Sub-Trustee.
All instruments and documents executed and delivered to Sub-Trustee pursuant hereto shall be in form and substance, and shall be executed in a manner, reasonably satisfactory to the Sub-Trustee.
If any condition precedent to the Sub-Trustee's obligations hereunder is not satisfied and such condition is not waived by the Sub-Trustee at or prior to the Closing Date, or if any condition precedent to Buyer's obligations hereunder is not satisfied and such condition is not waived by Buyer at or prior to the Closing Date, the party who has the obligation to cause the condition to be fulfilled may, by written notice to the other party on or prior to November 1, 1995, extend the Closing.
To the best of the knowledge of the Sub-Trustee after having performed a reasonable investigation, the Trust owns the Stock of record and beneficially, free and clear of all Encumbrances.
The execution and delivery of this Agreement by the Sub-Trustee and the performance by the Sub-Trustee of its duties hereunder and under the Sub-Trust Agreement do not violate applicable law, including ERISA or the Code.
The Sub-Trustee has full power and authority under the ESOP, the Trust Agreement and the Sub-Trust Agreement to act as a Named Fiduciary of the Trust (within the meaning of Section 402(a)(2) of ERISA) for purposes of the sale of the Stock, and, in that capacity, to direct the Trustee as to (i) the sale of the Stock to Buyer and (ii) all other acts that the Sub-Trustee may deem necessary or proper to carry out the foregoing.
Upon the terms and subject to the conditions contained herein, the Sub-Trustee shall direct The Standard Bank and Trust Company, in its capacity as trustee of the Trust (the "Trustee"), to sell, convey, transfer, assign and deliver the Stock to Buyer, and Buyer will acquire the Stock from the Trust on the Closing Date.
To the best knowledge of the Sub- Trustee, neither the execution and delivery of this Agreement nor the performance of the terms hereof violates, conflicts with or constitutes a default under the terms of the ESOP, the Trust Agreement and Sub-Trust Agreement or under any agreement or other document to which the Sub-Trustee or Trustee is a party or by which the Sub-Trustee, the Trust or Trustee or any of the assets of the Trust is or may be bound.
All representations and warranties of the Sub-Trustee contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date as if such representations and warranties were made at and as of the Closing Date, and the Sub-Trustee and the Trust shall have performed in all material respects all agreements and covenants required hereby to be performed by either of them prior to or at the Closing Date.
On or prior to the Closing Date, the Sub-Trustee shall have obtained a fairness opinion dated as of the Closing Date from DPCM that (i) the sale of the Stock results in the Trust receiving no less than adequate consideration (as defined in Section 3(18) of ERISA) and (ii) the terms and conditions of the transactions contemplated herein are fair and reasonable to the Trust from a financial point of view.