Resignation and Appointment Clause Samples
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Resignation and Appointment. 3.1 As and with effect from the Effective Time:
(a) the Retiring Agent shall resign as Agent under the Agency and Trust Deed, the Loan Agreements and the other Finance Documents, and the Successor Agent shall be appointed as Agent thereunder in accordance with clause 5.5 of the Agency and Trust Deed;
(b) the Retiring Security Trustee shall resign as Security Trustee under the Agency and Trust Deed, the Loan Agreement and the other Finance Documents, and the Successor Security Trustee shall be appointed as Security Trustee thereunder in accordance with clause 5.5 of the Agency and Trust Deed;
(c) all Trust Property held on trust by the Retiring Security Trustee for the Creditor Parties shall, as and with effect from the Effective Time, vest in, and be held on trust by the Successor Security Trustee in its capacity as trustee;
(d) the Successor Agent, the Successor Security Trustee and each of the parties to the Agency and Trust Deed, the Loan Agreements and the other Finance Documents, shall have the same rights and obligations among themselves as they would have had if the Successor Agent and the Successor Security Trustee had been parties to the Agency and Trust Deed, the Loan Agreements and the other Finance Documents in place of the Retiring Agent and the Retiring Security Trustee (respectively); and
(e) the Retiring Agent and the Retiring Security Trustee shall each be unconditionally discharged from any obligations under the Agency and Trust Deed, the Loan Agreements and the other Finance Documents which pertain to the position of Agent and Security Trustee (respectively). The provisions of this Agreement are without prejudice to Section 40(1) of the Trustee ▇▇▇ ▇▇▇▇.
3.2 Each of the Parties agrees and acknowledges that:
(a) the resignation of the Retiring Agent and the appointment of the Successor Agent, and the resignation of the Retiring Security Trustee and the appointment of the Successor Security Trustee, in accordance with the foregoing provisions of this Clause 3 shall be effective from the Effective Time notwithstanding the requirements and process set out in clause 5.4 of the Agency and Trust Deed;
(b) the Successor Agent shall, with effect from the Effective Time, be duly appointed as successor Agent by the Creditor Parties in accordance with clause 5 of the Agency and Trust Deed;
(c) the Successor Security Trustee shall, with effect from the Effective Time, be duly appointed as successor Security Trustee by the Creditor Parties in accordan...
Resignation and Appointment. Effective as of the date hereof, Executive hereby resigns as Chief Technology Officer and V.P. of Research and Development of the Company and accepts the appointment as Chief Executive Officer and President of the Company by the Board of Directors.
Resignation and Appointment. Director hereby confirms his resignation as a director of the Company’s Board as of the Effective Date (the "Resignation Date").
Resignation and Appointment. Agent may resign as Agent by giving not less than thirty (30) days' prior written notice to Lenders and Borrowers. If Agent shall resign under this Agreement, then, (i) subject to the consent of Borrowers (which consent shall not be unreasonably withheld and which consent shall not be required during any period in which a Default or an Event of Default exists), Majority Lenders shall appoint from among Lenders and their Affiliates a successor agent for Lenders or (ii) if a successor agent shall not be so appointed and approved within the thirty (30) day period following Agent's notice to Lenders and Borrowers of its resignation, then Agent shall appoint a successor agent who shall serve as Agent until such time as Majority Lenders appoint a successor agent, subject to Borrowers' consent as set forth above. Upon its appointment, such successor agent shall succeed to the rights, powers and duties of Agent and the term "Agent" shall mean such successor effective upon its appointment, and the former Agent's rights, powers and duties as Agent shall be terminated without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. After the resignation of any Agent hereunder, the provisions of this Section 11 shall inure to the benefit of such former Agent and such former Agent shall not by reason of such resignation be deemed to be released from liability for any actions taken or not taken by it while it was an Agent under this Agreement.
Resignation and Appointment. (a) SunTrust Bank hereby resigns as Administrative Agent, Issuing Bank and Swingline Lender, (b) the Borrower and the Required Lenders hereby appoint Bank of America, N.A. as successor Administrative Agent, Issuing Bank and Swingline Lender, (c) Bank of America, N.A. hereby accepts such appointment as Administrative Agent, Issuing Lender and Swingline Lender and (d) all references in the Loan Agreement and the Loan Documents (as defined in the Loan Agreement) to “SunTrust Bank” (in its capacity as Administrative Agent, Issuing Bank or Swingline Lender) shall refer to “Bank of America, N.A.”.
Resignation and Appointment. Each of ROTHSCHILD, Lenarsky and ▇▇▇▇▇▇ shall have executed their Officer’s/Director’s Letter of Resignation described in Section 2.5 and Exhibit 2.5 and shall have appointed J. ▇▇▇▇ ▇▇▇▇▇▇ as sole officer and director of Guppy.
Resignation and Appointment. As of the Restatement Effective Date,
(a) the Predecessor Administrative Agent ▇▇▇▇▇▇ resigns as administrative agent under the Existing Credit Agreement and the other Loan Documents, and is hereby discharged from its duties and obligations under the Existing Credit Agreement and the other Loan Documents, including the Guaranty, without any further act or deed on the part of the Predecessor Administrative Agent or any of the parties to the Existing Credit Agreement, the Amended Credit Agreement or the other Loan Documents;
(b) in connection with the foregoing, ▇▇▇▇▇ ▇▇▇▇▇ has been appointed and accepts such appointment as successor Administrative Agent under the Amended Credit Agreement and the other Loan Documents, and succeeds to and becomes vested with all the rights, powers, privileges and duties of the Administrative Agent under the Amended Credit Agreement and the other Loan Documents, including the Guaranty;
(c) each of the New Lenders, Holdings, U.S. Holdings, U.S. ▇▇▇▇▇ and the Borrower hereby consent to ▇▇▇▇▇ Fargo’s appointment as Successor Administrative Agent, and hereby waive any required notice of the Predecessor Administrative Agent’s resignation; and
(d) the parties hereby agree and acknowledge that, from and after the Restatement Effective Date, ▇▇▇▇▇ Fargo shall for all purposes be the Administrative Agent under the Amended Credit Agreement and the other Loan Documents, including the Guaranty.
Resignation and Appointment. The Sellers shall deliver to the Buyer the letter of resignation of the Company’s sole director and the Buyer shall take note of their resignation and shall carry out the necessary appointments to fill the vacancy generated, executing the corresponding instruments and requesting the Notary Public to file such instruments telematically with the corresponding Companies Registry on the Closing Date.
Resignation and Appointment. LCPI hereby resigns as administrative agent under the Credit Agreement and the other Loan Documents and the Lenders hereby appoint Union Bank of California, N.A., as Administrative Agent under the Credit Agreement and the other Loan Documents and Union Bank of California, N.A., hereby accepts such appointment. The Borrower hereby consents to such resignation and appointment. Each of the Loan Documents is hereby amended to reflect such resignation and appointment, and Union Bank of California, N.A. shall be treated as the Administrative Agent under the Credit Agreement and the other Loan Documents. As provided in Section 9.9 of the Credit Agreement, the provisions of Section 9 of the Credit Agreement inure to the benefit of LCPI as to any actions taken or omitted to be taken by it while it was Administrative
Resignation and Appointment of the Directors of the Trustee. ----------------------------------------------------------- The Company shall have obtained the resignations of the Company Directors from the Trustee Board and shall have appointed the Parent Directors to the Trustee Board, subject to consummation of the Merger and acceptance of such appointment.