Appointment and Duties of Exchange Agent Sample Clauses

Appointment and Duties of Exchange Agent. MergerCo shall appoint an Exchange Agent (the “Exchange Agent”) to implement the exchange of TCPI Shares for Merger Consideration in accordance with the terms set out in the agreement between MergerCo and the Exchange Agent and this Merger Agreement. MergerCo will, to this effect, ensure that the Merger Consideration is credited to the Exchange Agent as promptly as practicable following Completion. TCPI shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified in this Merger Agreement. As soon as reasonably practicable after Completion, but in no event more than five (5) business days following Completion, MergerCo will send, or will cause the Exchange Agent to send, to each holder of record of TCPI Shares evidenced by physical certificates as of Completion (and, to the extent commercially practicable, to make available for collection by hand if so elected by such holder of record), whose TCPI Shares were converted into the right to receive the Merger Consideration, a letter of transmittal (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing TCPI Shares (“Certificates”) (or effective affidavits of loss in lieu thereof) to the Exchange Agent) in such form as TCPI and MergerCo may reasonably agree, including instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) to the Exchange Agent in exchange for the Merger Consideration.
Sample 1
AutoNDA by SimpleDocs
Appointment and Duties of Exchange Agent. UBS shall appoint an exchange agent, which may be a subsidiary of UBS (“Exchange Agent”) to implement the exchange of Credit Suisse Ordinary Shares for the Ordinary Share Merger Consideration in accordance with the terms set out in the agreement between UBS and the Exchange Agent, which shall be entered into in due course following the execution of this Agreement; UBS will use reasonable best efforts to ensure that the Merger Consideration is credited to the Exchange Agent as promptly as practicable following the Completion. In addition, prior to Completion, Credit Suisse shall establish procedures with its depositary for the Credit Suisse ADS, The Bank of New York Mellon (the “Depositary”), setting forth the exchange and transfer services to be provided by the Depositary in connection with the replacement of Credit Suisse ADS for UBS Shares and subsequent cancellation of the Credit Suisse ADS, in each case in accordance with the terms set out in this Agreement and the applicable terms of that certain Amended and Restated Depositary Agreement, dated as November 22, 2016, by and between Credit Suisse, the Depositary and the owners and holders of Credit Suisse ADS (the “A&R Depositary Agreement”). Credit Suisse shall provide to the Exchange Agent all information reasonably necessary for it to perform its function as specified in this Agreement and as specified in any agreement with the Exchange Agent. UBS shall provide to the Depositary all information reasonably necessary for it to perform its function as specified in this Agreement and the A&R Depositary Agreement, as applicable, and as may be further specified in any agreement with the Depositary regarding the transactions contemplated herein.
Sample 1

Related to Appointment and Duties of Exchange Agent

  • Appointment and Duties The Trustees shall at all times employ a custodian or custodians, meeting the qualifications for custodians for portfolio securities of investment companies contained in the 1940 Act, as custodian with respect to the assets of the Trust. Any custodian shall have authority as agent of the Trust with respect to which it is acting as determined by the custodian agreement or agreements, but subject to such restrictions, limitations and other requirements, if any, as may be contained in the By-Laws of the Trust and the 1940 Act:

  • POWERS AND DUTIES OF CUSTODIAN As custodian, the Custodian shall have and perform the powers and duties set forth in this Article II. Pursuant to and in accordance with Article IV hereof, the Custodian may appoint one or more Subcustodians (as hereinafter defined) to exercise the powers and perform the duties of the Custodian set forth in this Article II and references to the Custodian in this Article II shall include any Subcustodian so appointed.

  • Appointment and Duties of the Manager (a) The Company hereby appoints the Manager to manage the assets of the Company subject to the further terms and conditions set forth in this Agreement and the Manager hereby agrees to use its commercially reasonable efforts to perform each of the duties set forth herein. The appointment of the Manager shall be exclusive to the Manager except to the extent that the Manager otherwise agrees, in its sole and absolute discretion, and except to the extent that the Manager elects, pursuant to the terms of this Agreement, to cause the duties of the Manager hereunder to be provided by third parties.

  • Rights and Duties of Rights Agent The Rights Agent undertakes to perform only the duties and obligations expressly set forth in this Agreement and no implied duties or obligations shall be read into this Agreement against the Rights Agent. The Rights Agent shall perform its duties and obligations hereunder upon the following terms and conditions, by all of which the Company and the holders of Right Certificates, by their acceptance thereof, shall be bound:

  • Appointment and Duties of the Operating Advisor (a) Park Bridge Lender Services LLC is hereby appointed to serve as the initial Operating Advisor. The Operating Advisor shall at all times be an Eligible Operating Advisor. The Operating Advisor shall at all times act in accordance with the Operating Advisor Standard in fulfilling its responsibilities and obligations under this Agreement.

  • ALPS Appointment and Duties (a) The Fund hereby appoints ALPS to provide the distribution services set forth in this Agreement on Appendix B, as amended from time to time, upon the terms and conditions hereinafter set forth. ALPS hereby accepts such appointment and agrees to furnish such specified services. ALPS shall for all purposes be deemed to be an independent contractor and shall, except as otherwise expressly authorized in this Agreement, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund.

  • Appointment Authority and Duties of Agent 12.1.1. Each Lender hereby irrevocably appoints and designates Fleet as Agent to act as herein specified. Agent may, and each Lender by its acceptance of a Note shall be deemed irrevocably to have authorized Agent to, enter into all Loan Documents to which Agent is or is intended to be a party and all amendments hereto and all Security Documents at any time executed by Borrower, for its benefit and the Pro Rata benefit of Lenders and, except as otherwise provided in this Section 12, to exercise such rights and powers under this Agreement and the other Loan Documents as are specifically delegated to Agent by the terms hereof and thereof, together with such other rights and powers as are reasonably incidental thereto. Each Lender agrees that any action taken by Agent or the Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Agent or the Required Lenders of any of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. Without limiting the generality of the foregoing, Agent shall have the sole and exclusive right and authority to (a) act as the disbursing and collecting agent for Lenders with respect to all payments and collections arising in connection with this Agreement and the other Loan Documents; (b) execute and deliver as Agent each Loan Document and accept delivery of each such agreement delivered by Borrower or any other Obligor; (c) act as collateral agent for Lenders for purposes of the perfection of all security interests and Liens created by this Agreement or the Security Documents with respect to all material items of the Collateral and, subject to the direction of the Required Lenders, for all other purposes stated therein, provided that Agent hereby appoints, authorizes and directs each Lender to act as a collateral sub-agent for Agent and the other Lenders for purposes of the perfection of all security interests and Liens with respect to Borrower's Deposit Accounts maintained with, and all cash and Cash Equivalents held by, such Lender; (d) subject to the direction of the Required Lenders, manage, supervise or otherwise deal with the Collateral; and (e) except as may be otherwise specifically restricted by the terms of this Agreement and subject to the direction of the Required Lenders, exercise all remedies given to Agent with respect to any of the Collateral under the Loan Documents relating thereto, Applicable Law or otherwise. The duties of Agent shall be ministerial and administrative in nature, and Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship with any Lender (or any Lender's participants). Unless and until its authority to do so is revoked in writing by Required Lenders, Agent alone shall be authorized to determine whether any Accounts or Inventory constitute Eligible Accounts or Eligible Inventory (basing such determination in each case upon the meanings given to such terms in Appendix A), or whether to impose or release any reserve, and to exercise its own credit judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate Agent from any liability to Lenders or any other Person for any errors in judgment.

  • Services and Duties of USBFS USBFS shall provide the following accounting services to the Fund:

  • Powers and Duties of the Trustee The rights, powers, duties and authorities of the Trustee under this Agreement, in its capacity as Trustee of the Trust, shall include:

  • POWERS AND DUTIES OF CUSTODIAN AND DOMESTIC SUBCUSTODIAN Except for Assets held by any Subcustodian appointed pursuant to Sections 5(b), (c), or (d) of this Agreement, the Custodian shall have and perform the powers and duties hereinafter set forth in this Section 4. For purposes of this Section 4 all references to powers and duties of the "Custodian" shall also refer to any Domestic Subcustodian appointed pursuant to Section 5(a).

Time is Money Join Law Insider Premium to draft better contracts faster.