By Trust 2 Trustee and the Permitted Holders Sample Clauses

By Trust 2 Trustee and the Permitted Holders. In the event that the Other Holder and Contran do not timely elect to exercise the purchase right for all of the Offered Shares (such Offered Shares not elected to be purchased by the Other Holder and Contran, the “Remaining Shares for Trust 2 Trustee and Permitted Holders”), or in the event that the Contran Closing does not occur during the Contran Closing Period due to no fault of the Holder, then at any time within thirty (30) days after the later of (i) Contran's election not to purchase all of the Remaining Shares for Contran or (ii) the expiration of the Contran Closing Period with no closing due to no fault of the Holder (such later date, the “Trust 2 Trustee and Permitted Holders Exercise Period”), Trust 2 Trustee and each Permitted Holder may, but are not obligated to, elect to purchase all or any portion of Trust 2 Trustee’s and such Permitted Holder's pro rata portion, based upon Trust 2 Trustee’s and such Permitted Holder's percentage ownership of Voting Stock as a percentage of all Voting Stock held by Trust 2 Trustee and all Permitted Holders, of the Remaining Shares for Trust 2 Trustee and Permitted Holders, on terms substantially equivalent to the terms offered by the proposed Transferee and specified in the Holder's Written Notice and at a price per share equal to the price offered by the proposed Transferee and specified in the Holder's Written Notice. In the event the proposed Transfer is for no consideration, including without limitation such as with respect to a charitable donation, the Appraised Value shall be used as the price per share. Each of Trust 2 Trustee and each Permitted Holder also may designate if they elect to purchase any or all of any Remaining Shares for Trust 2 Trustee and Permitted Holders not elected for purchase by Trust 2 Trustee and each Permitted Holder, indicating a limit on such additional shares if so desired, and recognizing that its rights to any such additional shares are limited to its pro rata portion based on the total number of such additional shares for which such an indication has been made. (i)
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Related to By Trust 2 Trustee and the Permitted Holders

  • The Trustee and the Collateral Agent Neither the Trustee nor the Collateral Agent make any representation or warranty as to the validity or sufficiency of this Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.

  • Rules by Trustee and Agents The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

  • Trustee and Agents May Hold Securities; Collections, etc The Trustee or any agent of the Issuer or the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities with the same rights it would have if it were not the Trustee or such agent and may otherwise deal with the Issuer and receive, collect, hold and retain collections from the Issuer with the same rights it would have if it were not the Trustee or such agent.

  • Trustee and the Securities Administrator May Own Certificates The Trustee and the Securities Administrator and any Affiliate or agent of either of them in its individual or any other capacity may become the owner or pledgee of Certificates and may transact banking and trust business with the other parties hereto and their Affiliates with the same rights it would have if it were not Trustee, Securities Administrator or such agent.

  • Representations and Warranties of the Property Trustee and the Delaware Trustee The Property Trustee and the Delaware Trustee, each severally on behalf of and as to itself, hereby represents and warrants for the benefit of the Depositor and the Holders that:

  • Duties of Trustee and the Securities Administrator (a) The Trustee, except during the continuance of an Event of Default, and the Securities Administrator each undertake to perform their respective duties and only such duties as are specifically set forth in this Agreement. Any permissive right of the Trustee and the Securities Administrator provided for in this Agreement shall not be construed as a duty of the Trustee or the Securities Administrator, as the case may be. If an Event of Default has occurred and has not otherwise been cured or waived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

  • Indemnification of Trustee and Seller by Master Servicer The Master Servicer shall indemnify and hold harmless the Trustee and the Seller and any director, officer or agent thereof against any loss, liability or expense, including reasonable attorney's fees, arising out of, in connection with or incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties of the Master Servicer under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Any payment pursuant to this Section made by the Master Servicer to the Trustee or the Seller shall be from such entity's own funds, without reimbursement therefor. The provisions of this Section 6.07 shall survive the termination of this Agreement.

  • Resignation and Removal of Trustee and the Securities Administrator (a) Each of the Trustee and the Securities Administrator may at any time resign and be discharged from the trust hereby created by giving 60 days’ written notice thereof to the Trustee or the Securities Administrator, as applicable, the Depositor and the Master Servicer. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trustee or a successor securities administrator, as applicable, by written instrument, one copy of which instrument shall be delivered to the resigning Trustee or resigning Securities Administrator, as applicable, one copy to the successor trustee or successor securities administrator, as applicable, and one copy to the Master Servicer. If no successor trustee or successor securities administrator shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or resigning Securities Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor trustee or successor securities administrator, as applicable. In the case of any such resignation by the Securities Administrator, if no successor securities administrator shall have been appointed and shall have accepted appointment within 60 days after the Securities Administrator ceases to be the Securities Administrator pursuant to this Section 6.06, then the Trustee shall perform the duties of the Securities Administrator pursuant to this Agreement and shall be entitled to the fees of the Securities Administrator for so long as the Trustee performs such duties; provided, however, that the Trustee may engage a qualified entity to perform the duties of the Securities Administrator under Sections 6.21, 6.22, 6.23, 6.24 and 11.16 of this Agreement. The successor trustee shall notify each Rating Agency through the Rule 17g-5 Information Provider, the Servicers, the Servicing Administrator and the Master Servicer of any change of Trustee and the successor securities administrator shall notify each Rating Agency through the Rule 17g-5 Information Provider, the Servicers, the Servicing Administrator and the Master Servicer of any change of Securities Administrator.

  • Certain Matters Affecting the Trustee and the Trust Administrator (a) Except as otherwise provided in Section 8.01:

  • HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND ISSUER Section 701.

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