Designation of Agent Each Participating Employer shall be deemed to be a party to this Plan; provided, however, that with respect to all of its relations with the Trustee and Administrator for the purpose of this Plan, each Participating Employer shall be deemed to have designated irrevocably the Employer as its agent. Unless the context of the Plan clearly indicates the contrary, the word "Employer" shall be deemed to include each Participating Employer as related to its adoption of the Plan.
Designation of Additional Agents The Administrative Agent shall have the continuing right, for purposes hereof, at any time and from time to time to designate one or more of the Lenders (and/or its or their Affiliates) as “syndication agents,” “documentation agents,” “book runners,” “lead arrangers,” “arrangers,” or other designations for purposes hereto, but such designation shall have no substantive effect, and such Lenders and their Affiliates shall have no additional powers, duties or responsibilities as a result thereof.
Appointment of Agent for Service of Process SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER; WAIVER OF IMMUNITIES.
Notice of Appointment of Transfer Agent The Trust agrees to notify the Custodian in writing of the appointment, termination or change in appointment of any transfer agent of the Fund.
Appointment of Agent for Service The Issuer hereby appoints the U.S. Representative of the Fiscal Agent for the time being as the Issuer’s authorized agent (the “Authorized Agent”) upon which process may be served in any action arising out of or based on this Agreement or the Securities which may be instituted in any State or Federal court in The City of New York by the Fiscal Agent or the holder of any Security and the Issuer expressly accepts the jurisdiction of any such court in respect of any such action. Such appointment, which is hereby accepted by such U.S. Representative, shall be irrevocable until the Agency Maintenance Termination Date unless and until a successor U.S. Representative of the Fiscal Agent or successor Fiscal Agent has been appointed as the Issuer’s Authorized Agent for such purpose and such successor U.S. Representative of the Fiscal Agent or successor Fiscal Agent shall have accepted such appointment. The Issuer will take any and all action, including the filing of any and all documents and instruments that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent at the address indicated in Section 15 hereof, or at such other address in the Borough of Manhattan, the City of New York, as may be the main office of such U.S. Representative at the time of such service, and written notice of such service to the Issuer (mailed or delivered to the Issuer at its address as provided in Section 15 hereof) shall be deemed in every respect effective service of process upon the Issuer. Notwithstanding the foregoing, any action arising out of or based on the Securities may also be instituted by the holder of a Security in any competent court in Japan. The Issuer hereby waives irrevocably any immunity to which it might otherwise be entitled in any action arising out of or based on this Agreement or the Securities which may be instituted as provided in this Section in any State or Federal court in The City of New York or in any competent court in Japan. This waiver is intended to be effective upon execution of this Agreement without any further act by the Issuer before any such court, and introduction of this Agreement into evidence shall be final and conclusive evidence of such waiver.
No Certificate; Registration; Registration of Transfer; Change of Address (a) The CVRs shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the Rights Agent shall keep a register (the “CVR Register”) for the registration of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein provided. (c) Subject to the restrictions set forth in Section 3.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent and the CVR Registrar, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate). Upon receipt of such written notice, the CVR Registrar shall, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by the Rights Agent, register the transfer of the CVRs in the CVR Register. All duly transferred CVRs registered in the CVR Register shall be the valid obligations of Parent, evidencing the same rights and entitling the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transfer. No transfer of a CVR shall be valid until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holder. (d) A Holder may make a written request to the CVR Registrar to change such Holder’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and shall promptly, record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.
Payment for Securities Surrender of Certificates (a) Paying Agent
Suspension of Solicitation; Amendment or Supplement The Company may instruct the Agents to suspend solicitation of offers to purchase Notes at any time, whereupon the Agents will as promptly as possible (but in any event not later than one business day after receipt of such instruction) suspend solicitation until such time as the Company has advised the Agents that solicitation of offers to purchase Notes may be resumed. If the Company proposes to amend or supplement the Registration Statement or the Prospectus relating to the Notes (except in the case of a Pricing Supplement), it will promptly advise the Agents and will furnish to the Agents such proposed amendment or supplement and, after the Agents have been afforded a reasonable opportunity to review such amendment or supplement, will cause such amendment or supplement to be filed with the Commission. The Company will promptly provide the Agents with copies of any such amendment or supplement and confirm to the Agents that such amendment or supplement has been filed with the Commission. In the event that at the time the Agents suspend solicitation of offers to purchase Notes there shall be any outstanding offers to purchase Notes that have been accepted by the Company but for which settlement has not occurred, the Company, consistent with its obligations under the Distribution Agreement, promptly will advise the Agents whether such sales may be settled and whether copies of the Prospectus as supplemented at the time of the suspension may be delivered in connection with the settlement of such sales. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such sales may not be settled or that copies of such Prospectus may not be so delivered. Authenticity of Signatures: The Trustee will furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees or agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note.
Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Indenture or of the Securities. The Trustee shall not be accountable for the use or application by the Issuer of any of the Securities or of the proceeds thereof.
Notice of Appointment of Dividend and Transfer Agent The Trust agrees to notify the Custodian in writing of the appointment, termination or change in appointment of any Dividend and Transfer Agent.
