ESOP Trustee Sample Clauses

ESOP Trustee. The ESOP Trustee shall have received an opinion from its financial advisor, as of the date of Closing, that the transactions contemplated by this Agreement are fair to the ESOP from a financial point of view.
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ESOP Trustee. The term “ESOP Trustee” shall have the meaning set forth in the preface.
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ESOP Trustee. The ESOP Trustee shall have performed all of its obligations under the ESOP Exchange Agreement, or the ESOP and the other parties to such agreement shall have waived performance thereof, and the transactions, including the Exchange (as defined therein) contemplated by the ESOP Exchange Agreement shall have been consummated.
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ESOP Trustee. The ESOP Trustee has been properly appointed as trustee of the ESOP Trust. The Company has delivered to the ESOP Trustee complete, current and accurate copies of the ESOP plan document and the ESOP Trust Agreement. The ESOP Trustee is independent of the Company.
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ESOP Trustee. The trustee of the ESOP shall have determined that the redemption of the shares by Company of the Company capital stock held by the ESOP does not violate ERISA.
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ESOP Trustee. The Company shall have selected and retained either a qualified ESOP Trustee that is empowered to exercise trust powers in the State of Arizona and that is otherwise unaffiliated with the Company or a qualified ESOP Investment Manager to serve as independent fiduciary of the Company ESOP for purposes of the Merger and the other transactions contemplated by this Agreement and shall have provided such ESOP Trustee or ESOP Investment Manager with all resources and information that such ESOP Trustee or ESOP Investment Manager may have requested to fulfill its obligations relating to the Merger and the other transactions contemplated by this Agreement.
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ESOP Trustee. The Company shall have received a written statement from the Trustee to the effect that, on the basis of the representations, warranties, covenants and conditions set forth in this Agreement and its own evaluation and on the advice of its financial and legal advisors, the Trustee believes that the transactions contemplated by this Agreement are fair from a financial point of view to the ESOP.
Sample 1
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ESOP Trustee. The ESOP Trustee is a trust company organized, validly existing and in good standing under the Applicable Laws of the state of Illinois. The ESOP Trustee is (i) the duly appointed independent trustee of the ESOP, with the power and authority to act on its behalf, (ii) a fiduciary of the ESOP, as described in Section 3(21)(A) of ERISA, (iii) independent of all parties to this Agreement, and (iv) vested with the authority to act on behalf of the ESOP to the extent specified in the ESOP’s plan and trust documents, including the ESOP Trust Agreement. The ESOP Trustee’s due diligence review of the transactions contemplated by the Agreement, and the ESOP Trustee’s selection of its independent financial advisor, has been completed in a manner consistent with the terms of the “Agreement Concerning Fiduciary Engagements and Process Requirements for Employer Stock Transactions” entered into by the Department of Labor and GreatBanc Trust Company in June 2014.
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Related to ESOP Trustee

  • Independent Trustee A Trustee who is an "Independent Trustee," as that term is defined in the Delaware Act, shall be deemed to be independent and disinterested for all purposes when making any determinations or taking any action as a Trustee.

  • Depositor as Certificateholder The Depositor in its individual or any other capacity may become the owner or pledgee of Certificates and may otherwise deal with the Owner Trustee or its Affiliates as if it were not the Depositor.

  • Registrar, Transfer Agent and Paying Agent The Issuer shall maintain (i) an office or agency where Notes may be presented for registration (“Registrar”), (ii) an office or agency where Notes may be presented for transfer or for exchange (“Transfer Agent”) and (iii) an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. The Issuer may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company, its nominees and successors (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes.

  • Trustee Section 7.01.

  • Successor Owner Trustee Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement, and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01. Upon written acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator shall mail notice thereof to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Administrator shall fail to mail such notice within 10 Business Days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator. Any successor Owner Trustee appointed hereunder shall promptly file an amendment to the Certificate of Trust with the Secretary of State of the State of Delaware as required by the Statutory Trust Act.

  • Investment Management Trust Agreement The Company has entered into the Trust Agreement with respect to certain proceeds of the Offering and the Private Placement substantially in the form filed as an exhibit to the Registration Statement.

  • Depositor Structured Asset Securities Corporation, a Delaware corporation having its principal place of business in New York, or its successors in interest.

  • Paying Agent, Transfer Agent and Registrar Initially, Wilmington Trust, National Association, the Trustee under the Indenture, will act as Paying Agent, Transfer Agent and Registrar. The Issuers may change any Paying Agent, Transfer Agent or Registrar without prior notice to the Holders. The Issuer or any of its Subsidiaries may act in any such capacity.

  • Registrar, Paying Agent and Authenticating Agent; Paying Agent to Hold Money in Trust (a) The Company may appoint one or more Registrars and one or more Paying Agents, and the Trustee may appoint an Authenticating Agent, in which case each reference in this Indenture to the Trustee in respect of the obligations of the Trustee to be performed by that Agent will be deemed to be references to the Agent. The Company may act as Registrar or (except for purposes of Article 8)

  • The Trustee The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.

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