Common use of Resignation Consolidation or Merger of Warrant Agent Clause in Contracts

Resignation Consolidation or Merger of Warrant Agent. (a) The Warrant Agent, or any successor to it hereafter appointed, may resign and be discharged from all further duties and liabilities hereunder after giving notice in writing to the Trust. If the office of the Warrant Agent becomes vacant by reason of such resignation or the incapacity to act or otherwise, the Trust shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. The Trust shall indemnify and hold the Warrant Agent harmless from and against all claims, expenses or causes of action resulting from the failure of the Trust to make such appointment prior to the effective date of resignation of the Warrant Agent. Any resignation of the Warrant Agent for cause, or after the failure of the Company to pay any fees or expenses due to the Warrant Agent for a period of 30 days after the date due, shall become effective immediately. Any resignation of the Warrant Agent for any other reason shall become effective 30 days after the date on which the Warrant Agent shall give notice of resignation to the Trust. Any successor Warrant Agent shall be a corporation organized and doing business under the laws of the United States of America or of any state therein, in good standing, authorized under applicable laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority for not less than five (5) years preceding appointment as successor Warrant Agent. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights immunities, duties and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver at the expense of the Trust, an instrument transferring to such successor Warrant Agent all the authority, powers and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Trust shall make, execute, acknowledge and deliver any and all instruments in writing for more fully and effectively vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties and obligations. Not later than the effective date of any such appointment, the Trust shall give notice thereof to the predecessor Warrant Agent and each transfer agent for the Shares, and shall forthwith deliver notice of the same to each registered holder of Warrants. Failure to give such notice, or any defect therein, shall not affect the validity of the appointment of the successor Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party, or any corporation succeeding to the business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor Warrant Agent under the provisions of this subsection (a).

Resignation Consolidation or Merger of Warrant Agent. (a) The Warrant Agent, or any successor to it hereafter appointed, may resign and shall be discharged from all further duties and liabilities hereunder after giving notice in writing to the TrustCompany. If the office of the Warrant Agent becomes vacant by reason of such resignation or resignation, the incapacity to act or otherwise, the Trust Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. The Trust Company shall indemnify and hold the Warrant Agent harmless from and against all claims, expenses or causes of action resulting from the failure of the Trust Company to make such appointment prior to the effective date of resignation of the Warrant Agent. Any resignation of the Warrant Agent for cause, or after the failure of the Company to pay any fees or expenses due to the Warrant Agent for a period of 30 days after the date due, shall become effective immediately. Any resignation of the Warrant Agent for any other reason shall become effective 30 days after the date on which the Warrant Agent shall give notice of resignation to the TrustCompany. Any successor Warrant Agent shall be a corporation organized and doing business under the laws of the United States of America or of any state therein, in good standing, authorized under applicable laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority for not less than five (5) years preceding appointment as successor Warrant Agent. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights rights, immunities, duties and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver at the expense of the TrustCompany, an instrument transferring written evidence of its resignation as Warrant Agent and the successor Warrant Agent shall execute and deliver such documents or instruments as deemed necessary or appropriate by the Company to vest such successor Warrant Agent with all the authority, powers and rights of such the predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Trust Company shall make, execute, acknowledge and deliver any and all instruments in writing for more fully and effectively vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties and obligations. Not later than the effective date of any such appointment, the Trust Company shall give notice thereof to the predecessor Warrant Agent and each transfer agent for the Shares, and shall forthwith deliver notice of the same to each registered holder of Warrants. Failure to give such notice, or any defect therein, shall not affect the validity of the appointment of the successor Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party, or any corporation succeeding to the corporate trust business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor Warrant Agent under the provisions of this subsection (a).

Resignation Consolidation or Merger of Warrant Agent. (a) The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving one month's notice in writing to the TrustCompany, except that such shorter notice may be given as the Company shall, in writing, accept as sufficient. If the office of the Warrant Agent becomes vacant by reason of such resignation or the incapacity to act or otherwise, the Trust Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. The Trust If the Company shall indemnify and hold the Warrant Agent harmless from and against all claims, expenses or causes of action resulting from the failure of the Trust fail to make such appointment prior to the effective date of resignation of the Warrant Agent. Any resignation of the Warrant Agent for cause, or after the failure of the Company to pay any fees or expenses due to the Warrant Agent for within a period of 30 days after it has been notified in writing of such resignation or incapacity by the date due, shall become effective immediately. Any resignation of the resigning or incapacitated Warrant Agent or by the bearer of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the bearer of any other reason shall become effective 30 days after Warrant may apply to any court of competent jurisdiction for the date on which the appointment of a successor Warrant Agent shall give notice of resignation to the TrustAgent. Any successor Warrant Agent Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States of America or of the States of Texas or New York (or if any other state therein, of the United States so long as such corporation is authorized to do business as a banking institution in either the States of New York or Texas) in good standingstanding and having its principal office in such state, and authorized under applicable such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority for and having a combined capital and surplus of not less than five (5) years preceding appointment as $25,000,000. The combined capital and surplus of any such successor Warrant AgentAgent shall be deemed to be the combined capital and surplus as set forth in the most recent report of its condition published prior to its appointment, provided that such reports are published at least annually pursuant to law or to the requirements of a federal or state supervising or examining authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights rights, immunities, duties duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver deliver, at the expense of the TrustCompany, an instrument transferring to such successor Warrant Agent all the authority, powers powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Trust Company shall make, execute, acknowledge acknowledge, and deliver any and all instruments in writing for more fully and effectively effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties duties, and obligations. Not later than the effective date of any such appointment, appointment the Trust Company shall give notice thereof to the predecessor Warrant Agent and each transfer agent for the SharesCommon Stock, and shall forthwith deliver publish a copy of such notice of the same to each registered holder of Warrantsonce in an Authorized Newspaper. Failure to give or publish such notice, or any defect therein, shall not affect the validity of the appointment of the successor Warrant Agent. Any corporation into which the The Warrant Agent may be merged or with which it may be consolidatedchanged by a majority vote of the holders of a majority of the outstanding Warrants, or any corporation resulting from any merger or consolidation to which the a Warrant Agent shall be a party, or any corporation succeeding acceptable to the business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor Warrant Agent under the provisions of this subsection (a)Company.

Resignation Consolidation or Merger of Warrant Agent. (a) The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving one month's notice in writing to the TrustCompany, except that such shorter notice may be given as the Company shall, in writing, accept as sufficient. If the office of the Warrant Agent becomes vacant by reason of such resignation or the incapacity to act or otherwise, the Trust Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. The Trust If the Company shall indemnify and hold the Warrant Agent harmless from and against all claims, expenses or causes of action resulting from the failure of the Trust fail to make such appointment prior to the effective date of resignation of the Warrant Agent. Any resignation of the Warrant Agent for cause, or after the failure of the Company to pay any fees or expenses due to the Warrant Agent for within a period of 30 days after it has been notified in writing of such resignation or incapacity by the date due, shall become effective immediately. Any resignation of the resigning or incapacitated Warrant Agent or by the bearer of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the bearer of any other reason shall become effective 30 days after Warrant may apply to any court of competent jurisdiction for the date on which the appointment of a successor Warrant Agent shall give notice of resignation to the TrustAgent. Any successor Warrant Agent Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States of America or of any state thereinAmerica, in good standing, and authorized under applicable such laws of its state of incorporation to exercise corporate trust powers and subject to supervision or examination by federal or state authority for and having a combined capital and surplus of not less than five (5) years preceding appointment as $5,000,000. The combined capital and surplus of any such successor Warrant AgentAgent shall be deemed to be the combined capital and surplus as set forth in the most recent report of its condition published prior to its appointment, provided that such reports are published at least annually pursuant to law or the requirements of a federal or state supervising or examining authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights rights, immunities, duties duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver deliver, at the expense of the Trustcompany, an instrument transferring to such successor Warrant Agent all the authority, powers powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Trust Company shall make, execute, acknowledge acknowledge, and deliver any and all instruments in writing for more fully and effectively effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties duties, and obligations. Not later than the effective date of any such appointment, appointment the Trust Company shall give notice thereof to the predecessor Warrant Agent and each transfer agent for the SharesCommon Stock, and shall forthwith deliver publish a copy of such notice of the same to each registered holder of Warrantsonce in an Authorized Newspaper. Failure to give or publish such notice, or any defect therein, shall not affect the validity of the appointment of the successor Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party, or any corporation succeeding to the business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor Warrant Agent under the provisions of this subsection (a).