Common use of Agent Member applications Clause in Contracts

Agent Member applications. (a) To appoint an Agent Member, an application must be made under clause 4.2(a) by the Appointing Member and the Agent Member. (b) The Appointing Members for an Agent Member may specify that it is a joint appointment (for example, where the Agent Member is appointed by the members of a joint venture). For a joint appointment, the application must be joint. An Agent Member whose appointment was accepted by the Operator before the date this clause was inserted in this agreement is taken to be a joint appointment by the Appointing Members. (c) In addition to satisfying the requirements of clause 4.2 (where applicable), an application under clause 4.5.1(a) must: (i) contain the information specified by the Operator about the proposed Agent Member; (ii) specify whether it is a joint appointment; and (iii) be accompanied by information in a form satisfactory to the Operator evidencing that all the applicants have appointed the proposed Agent Member to act as their agent under and in connection with this agreement and in respect of the same participant category, and that the Agent Member has accepted that appointment. (d) To be eligible to act (and remain) as an Agent Member, a person must: (i) have been appointed to be an Agent Member and that appointment must not have been revoked; (ii) be resident in, or have a permanent establishment in, Australia; (iii) not be an externally-administered body corporate (as defined in the Corporations Act) or under a similar form of administration under the laws of some other jurisdiction; (iv) not be immune from liabilities incurred as an Agent Member; and (v) be capable of being sued in its own name in a court of competent jurisdiction; and (vi) if the person is also a party to an Auction Agreement, have been appointed by the same persons to be their “Agent Participant” under the Auction Agreement, and that appointment must not have been revoked. (e) Clause 4.2 applies to the consideration of an application under this clause with any necessary changes. In addition, if the Operator is not satisfied that any proposed Agent Member is eligible, then the Operator may refuse to accept the appointment (even if it accepts the application for membership). (f) If the Operator accepts the appointment of an Agent Member, it must notify the applicants. (g) There is deemed to be a Suspension Event for the purposes of clause 19.2(a)(ii) in relation to all the Appointing Members for the Agent Member and the Operator may impose a Trading Halt in accordance with and subject to the provisions of clause 19 if either of the following occurs: (i) if the Operator has reasonable grounds to believe that an Agent Member is no longer eligible to be an Agent Member and the Appointing Members (themselves or through the Agent Member) have failed to give the Operator information to verify the Agent Member’s continued eligibility within 2 Business Days of the Operator requesting that information from the Appointing Members; (ii) for any reason, there is no current Agent Member in respect of the Appointing Members.