Change in Custodian Sample Clauses

Change in Custodian. Such Borrower will not change its custodian except that such Borrower may change its custodian (a) with the prior written consent of the Lender (which will not be unreasonably withheld or delayed) or (b) without prior written notice to the Lender, to any other entity which is a bank or trust company organized under the laws of the United States and having both (i) assets of at least $10 billion and (ii) a long-term debt rating of not less than A from S&P or A2 from Xxxxx’x.
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Change in Custodian. The Borrower shall change its custodian;
Change in Custodian. Upon prior written notice to Customer, a new trustee may be substituted for the existing Custodian. Such substitution shall not alter the obligations of Optum or Customer under this Agreement.
Change in Custodian. In connection with this Amendment No. 1, it is anticipated that the Borrower will replace The Bank of New York as Custodian with Citibank, N.A. as contemplated by the amended definition of “Custodian” and the new Section 10.13 of the Guarantee and Security Agreement. By execution of this Amendment No. 1, the Administrative Agent, the Collateral Agent and each of the Lenders hereby consent to such replacement and all such actions (and hereby authorize the Administrative Agent to take any such actions) required to terminate or modify any existing Security Documents or any other agreements with The Bank of New York in its capacity as Custodian.
Change in Custodian. Compliance with the covenant set forth in Section 6.16 has been approved by the Board of Directors of the Borrower.
Change in Custodian. Upon prior written notice to Employer, a new custodian may be substituted for the existing Custodian. Such substitution shall not alter the obligations of CYC or Employer under this Agreement.

Related to Change in Custodian

  • Change in Name The Purchaser shall intimate the Seller of any change in its name (on account reasons other than a change in its Control), immediately upon occurrence of name change. The Parties shall thereafter take necessary steps to record such change in the name of the Purchaser in the books and records of the Seller and shall also execute an amendment agreement to the Agreement to record such name change.

  • Selection of Reviewing Party; Change in Control If there has not been a Change in Control, any Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), any Reviewing Party with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnification of Expenses under this Agreement or any other agreement or under the Company's Certificate of Incorporation or Bylaws as now or hereafter in effect, or under any other applicable law, if desired by Indemnitee, shall be Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be entitled to be indemnified hereunder under applicable law and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. Notwithstanding any other provision of this Agreement, the Company shall not be required to pay Expenses of more than one Independent Legal Counsel in connection with all matters concerning a single Indemnitee, and such Independent Legal Counsel shall be the Independent Legal Counsel for any or all other Indemnitees unless (i) the employment of separate counsel by one or more Indemnitees has been previously authorized by the Company in writing, or (ii) an Indemnitee shall have provided to the Company a written statement that such Indemnitee has reasonably concluded that there may be a conflict of interest between such Indemnitee and the other Indemnitees with respect to the matters arising under this Agreement.

  • Change in Board During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii) or (iv) of this definition of Change in Control) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;

  • Adjustment for Change in Capital Stock If the Company:

  • Change in Capitalization (a) The number and kind of Restricted Shares shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or combination of shares or the payment of a stock dividend in shares of Common Stock to holders of outstanding shares of Common Stock or any other increase or decrease in the number of shares of Common Stock outstanding effected without receipt of consideration by the Company. No fractional shares shall be issued in making such adjustment. All adjustments made by the Committee under this Section shall be final, binding, and conclusive.

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