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Appointment and Replacement Sample Clauses

Appointment and Replacement. Each General Partner shall serve in such capacity unless and until replaced pursuant to this Agreement. In the event of the death, liquidation, dissolution, Bankruptcy, withdrawal, or disability of any Person herein or hereafter named as General Partner, the Limited Partners shall appoint a successor General Partner who must be Approved by the Partners, excluding in such computation the Unit(s) of the then General Partner.
Sample 1Sample 2See All (5)
Appointment and Replacement. The stockholders of the Company hereby appoint Xxxxx X. Xxxxxxx to act as the Stockholders Representative hereunder and pursuant to the terms of the Escrow Agreement and Registration Rights Agreement with full power and authority to administer the Escrow Amount and Registration Rights Agreement pursuant to the terms of this Agreement and the Escrow Agreement and Registration Rights Agreement. During the period ending upon the date when all obligations under this Agreement have been discharged (including all indemnification obligations pursuant to Article X hereof), the holders of Company Capital Stock who immediately prior to the Effective Date held Company Capital Stock representing an aggregate number of shares of Company Capital Stock which exceeds 50% of the amount of such Company Capital Stock outstanding immediately prior to the Effective Date (a "Majority") may from time to time upon written notice to the Stockholders' Representative and Parent remove the Stockholders' Representative or appoint a new Stockholders' Representative to fill any vacancy created by the death, incapacitation, resignation or removal of the Stockholders' Representative, and if the Stockholders' Representative dies, becomes incapacitated, resigns or is removed by a Majority, the Majority shall appoint a successor Stockholders' Representative to fill the vacancy so created. If the Majority is required to but has not appointed a successor Stockholders' Representative within 30 days from a request by Parent to appoint a successor Stockholders' Representative, Parent shall have the right to appoint a Stockholders' Representative to fill the vacancy so created, and shall advise all those who were holders of Company Capital Stock immediately prior to the Effective Date of such appointment by written notice. A copy of any appointment by the Majority of any successor Stockholders' Representative shall be provided to Parent promptly after it shall have been effected. The adoption of this Agreement and the approval of the Merger by the Company stockholders shall constitute approval of the Escrow Agreement, the Registration Rights Agreement and of all of the respective arrangements relating thereto, including without limitation the placement of the Escrow Amount in escrow and the appointment of Xxxxx X. Xxxxxxx as the Stockholders' Representative with the authority to act on their behalf as set forth herein and therein.
Sample 1
Appointment and Replacement. The Parties agree that the IPDC shall not provide any services or reports or other information to the Parties, or any other Person other than pursuant to the performance of the functions of the IPDC under this Agreement and the IPDC Agreement unless agreed to in writing by the Parties. If, for any reason during the term of the Agreement, the IPDC’s appointment has been terminated by the Parties, then, unless otherwise agreed, the Parties shall promptly conduct a competitive procurement process to jointly appoint a replacement IPDC. The competitive procurement process shall be conducted in accordance with the procedures set out in Section 7.1 [Appointment] of this Agreement and the Person appointed as a replacement IPDC shall satisfy the criteria set out in Sections 7.1(a) to (e) inclusive.
Sample 1
Appointment and Replacement. The Parties agree that the Independent Certifier shall not provide any services or reports or other information in relation to the Project to Project Co, the Senior Lenders or any other Person other than pursuant to the performance of the functions of the Independent Certifier under this Agreement and the Independent Certifier Agreement unless agreed to in writing by the Parties. If for any reason during the term of the Independent Certifier Agreement the Independent Certifier’s appointment has been terminated by the City and Project Co, then, unless otherwise agreed, Project Co and the City shall promptly conduct a competitive procurement process to jointly appoint a replacement Independent Certifier. The competitive procurement process will be conducted in accordance with the procedures set out in Section 1 [Appointment] of this Schedule 15 [Independent Certifier].
Sample 1
Appointment and Replacement. 20 6.8. Approval and Meetings............................................................20 6.9. General Partner as Attorney-in-Fact..............................................20 6.10.
Sample 1
Appointment and Replacement. If for any reason during the term of the Independent Certifier Agreement the Independent Certifier is unable or unwilling to continue to perform the Independent Certifier services or if the Independent Certifier’s appointment has been terminated by the City and Project Co, then unless otherwise agreed, Project Co and the City will promptly conduct a competitive procurement process to jointly appoint a replacement Independent Certifier. The competitive procurement process will be conducted in accordance with the procedures set out in Section 1 [Appointment] of this Schedule 15 [Independent Certifier].
Sample 1
Appointment and Replacement. (a) The initial general partner of the Partnership was Humpxxxx Xxx. Upon execution of this Amended and Restated Agreement of Limited Partnership, Humpxxxx Xxx does hereby resign as general partner and its general partner interest is hereby converted into a 1% Limited Partner's Interest. Simultaneously, EXCO Resources, Inc. does hereby become the General Partner holding a 1% Interest. (b) Each General Partner shall serve in such capacity unless and until replaced pursuant to this Agreement. In the event of the liquidation, dissolution, Bankruptcy, withdrawal, or disability of any Person herein or hereafter named as General Partner, the Partners shall appoint a successor General Partner in accordance with Section 6.3(a)(ix); provided, that Humpxxxx Xxx shall succeed EXCO Resources, Inc., unless the Partners appoint another General Partner.
Sample 1
Appointment and Replacement. In the event that one Party wishes to appoint or replace a director, including the Chairman or the Vice-Chairman, such Party shall notify the other Party and the Board in writing, stating the name and the personal history of the candidate for director. The appointment or replacement of a director, including the Chairman or the Vice- Chairman shall become effective on delivery (in accordance with Article 26.5), of such written notice. Any such appointment or replacement shall be reported to the relevant authorities and notice thereof shall be filed with the SAIC in accordance with law.
Sample 1

Related to Appointment and Replacement

  • Appointment and Services (a) The Trust appoints the Administrator to provide the administrative services set out in Appendix A to this Agreement (the “Administrative Services”) for the benefit of the Trust and the Funds. The Administrator accepts its appointment and agrees to provide the Administrative Services for the compensation set out in this Agreement. (b) The Trust appoints the Administrator to provide the fund accounting services set out in Appendix B to this Agreement (the “Fund Accounting Services”) for the benefit of the Trust and the Funds. The Administrator accepts its appointment and agrees to provide the Fund Accounting Services for the compensation set out in this Agreement.

  • Appointment of Asset Manager; Acceptance of Appointment The Series hereby appoints the Asset Manager as asset manager to the Series for the purpose of managing the Series #TICKER Asset. The Asset Manager hereby accepts such appointment.

  • Appointment Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent.

  • Repair and Replacement Company shall be responsible to Lessor for reasonable replacement costs, or reasonable repair costs of all Equipment which is lost, stolen, or damaged while in the care, custody and control of Company as a result of Company's sole negligence in accordance with paragraph 2 above, reasonable wear and tear excepted, using the Actual Cash Value of the Equipment at the time of such loss. Prior to repairing the Equipment, Lessor shall submit to Company at least three estimates, including at least one estimate from a repair facility designated by Company. In the event the Equipment is lost or stolen, Company shall file a police report.

  • Appointment of Custodian On behalf of each of its Portfolios, each Fund hereby employs and appoints the Custodian as a custodian, subject to the terms and provisions of this Agreement. Each Fund shall deliver to the Custodian, or shall cause to be delivered to the Custodian, cash, securities and other assets owned by each of its Portfolios from time to time during the term of this Agreement and shall specify to which of its Portfolios such cash, securities and other assets are to be specifically allocated.

  • Term Appointments 1.02.1 A term appointment is one in which the beginning and end dates of employment are clearly identified in the appointment letter. 1.02.2 It is agreed that employees employed on term appointments (hereinafter referred to as term employees) are covered by the terms of this Collective Agreement except for those Articles and conditions set out below: a) It is agreed that there is no guarantee or commitment of employment to an employee beyond that which is identified in their appointment letter. b) Term appointments normally are from 3 months to 1 year in length, though such an appointment may be for a longer period under special circumstances such as, Long Term Disability, Family Leave or Leave of Absence. c) Prior to hiring or renewing an employee on a term appointment, Human Resources staff will evaluate a job description submitted by the Department Head/Designate and determine the appropriate salary range and hiring salary in accordance with the Salary Administration provision of this Agreement. If the original appointment letter indicates a period of employment of more than 12 months, or if the employee's actual period of employment in the same position exceeds 12 months, the position description will be submitted for evaluation by the Joint Technical Position Evaluation Committee at the beginning of the thirteenth month of employment. If this evaluation results in a salary increase, the increase shall be made effective to the beginning of the thirteenth month of employment. d) Notwithstanding Article 21.01, term appointments of 3 to 6 months duration will not normally be posted; however, written notice will be sent to the Union. e) For the purposes of seniority, term employees will not be considered as new employees if they are rehired within 6 months of a previous termination. f) Notwithstanding Article 17 (Sick Leave), term employees shall be entitled to accumulate paid sick leave determined at the rate of 2 days per calendar month of their appointment to a maximum of 60 days. g) Notwithstanding Article 12 (Layoff and Recall), in the event of a layoff the University will provide as much advance notice as possible to term employees. However, term employees shall not be entitled to recall rights. h) Term employees shall not be covered by the following articles or clauses of the Collective Agreement: Article 12, Article 17.01, Article 17.02, Article 21.05. i) Term employees whose employment has been renewed beyond the original term appointment, and whose appointment will not be renewed again, will be given a minimum of 2 weeks’ notice or notice pursuant to the Employment Standards Act, whichever is greater, confirming the end date stated in their subsequent appointment letter. j) Term employees who are laid off are entitled to severance pay in accordance with Appendix B, Chart B.

  • Appointment and Powers Subject to the terms and conditions hereof, each of the Secured Parties hereby appoints Norwest Bank Minnesota, National Association as the Collateral Agent with respect to the Series 1993-A Collateral and the related Collateral subsequently specified in a Series Supplement, and Norwest Bank Minnesota, National Association hereby accepts such appointment and agrees to act as Collateral Agent with respect to the Series 1993-A Collateral, and upon execution of any Series Supplement, shall be deemed to accept such appointment, and agree to act as Collateral Agent with respect to such Collateral, in each case, for the Secured Parties, to maintain custody and possession of such Collateral (except as otherwise provided hereunder) and to perform the other duties of the Collateral Agent in accordance with the provisions of this Agreement. Each Secured Party hereby authorizes the Collateral Agent to take such action on its behalf, and to exercise such rights, remedies, powers and privileges hereunder, as the Controlling Party may direct and as are specifically authorized to be exercised by the Collateral Agent by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Collateral Agent shall act upon and in compliance with the written instructions of the Controlling Party delivered pursuant to this Agreement promptly following receipt of such written instructions; provided that the Collateral Agent shall not act in accordance with any instructions (i) which are not authorized by, or in violation of the provisions of, this Agreement, (ii) which are in violation of any applicable law, rule or regulation or (iii) for which the Collateral Agent has not received reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the Collateral Agent of its express duties hereunder, except where this Agreement provides that the Collateral Agent is permitted to act only following and in accordance with such instructions.

  • Medical Appointments Medical appointments may be charged to sick leave, provided the minimum time charged is not less than one-half (1/2) hour. Each absence shall be reported separately and authorized in advance by the employee's immediate supervisor.

  • Appointment as Agent 1.1 The Trust hereby appoints DSC Shareholder Services Agent for the Series to provide as agent for the Trust services as Transfer Agent, Dividend Disbursing Agent and Shareholder Servicing Agent and DSC hereby accepts such appointment and agrees to provide the Trust, as its agent, the services described herein. 1.2 The Trust shall pay DSC and DSC shall accept, for the services provided hereunder, the compensation provided for in Section VIII hereof. The Trust also shall reimburse DSC for expenses incurred or advanced by it for the Trust in connection with its services hereunder.

  • Withdrawal or Removal and Replacement of Administrator The Administrator may withdraw for any reason upon notice to the Initial Member, provided that such withdrawal shall be effective only following a Sale of the Artwork and distribution of the proceeds. The Administrator may be removed and replaced at any time for any reason with or without approval of the Board upon the affirmative vote of Voting Members holdings at least two-thirds of the Voting Shares. In the event of any such withdrawal or removal and replacement of the Administrator, any unvested ASA Shares shall be forfeited as of the effective date of such withdrawal or removal and such ASA Shares shall no longer be deemed to be issued and outstanding for any purposes of this Agreement.

Most Referenced Clauses

Most Referenced Definitions