Common use of Resignation Removal and Succession Clause in Contracts

Resignation Removal and Succession. The Warrant Agent may resign and be discharged from its duties under this Agreement after giving 60 days prior written notice to the Company and the Warrant Holder as provided by Section 6.07, except that such shorter notice as the Company shall accept in writing, may be given. The Warrant Agent may be removed by the Company by like notice to the Warrant Agent. If the office of the Warrant Agent becomes vacant by resignation, removal, incapacity to act, or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 60 days after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or within 60 days after the Warrant Agent has been removed by the Company, then any Warrant Holder may apply to any court of a competent jurisdiction for t he appointment of a successor Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized, in good standing, and doing business under the laws of the United States of America or of any state, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by Federal or state authority and having a combined capital and surplus of not less than $1,000,000. After appointment, any successor Warrant Agent shall be vested with all 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; provided, however, that if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver an instrument transferring to such successor Warrant Agent with authority, powers, and rights of such predecessor Warrant Agent hereunder and any property held by it hereunder; and, provided further, upon request of any successor Warrant Agent, the Company shall make, execute, acknowledged, and deliver any and all written instruments in order more fully and effectually to vest in and confirm to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations. Failure to give any notice provided for in this Section or any defect therein shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated, or any corporation succeeding to substantially all the business of the Warrant Agent, shall be the successor Warrant Agent under this Agreement without any further act.

Resignation Removal and Succession. The Warrant Agent may resign and be discharged from its duties under this Agreement after giving 60 days prior written notice to the Company and the Warrant Holder as provided by Section 6.07, except that such shorter notice as the Company shall accept in writing, may be given. The Warrant Agent may be removed by the Company by like notice to the Warrant Agent. If the office of the Warrant Agent becomes vacant by resignation, removal, incapacity to act, or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 60 days after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or within 60 days after the Warrant Agent has been removed by the Company, then any Warrant Holder may apply to any court of a competent jurisdiction for t he the appointment of a successor Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized, in good standing, and doing business under the laws of the United States of America or of any state, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by Federal or state authority and having a combined capital and surplus of not less than $1,000,000. After appointment, any successor Warrant Agent shall be vested with all 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; provided, however, that if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver an instrument transferring to such successor Warrant Agent with authority, powers, and rights of such predecessor Warrant Agent hereunder and any property held by it hereunder; and, provided further, upon request of any successor Warrant Agent, the Company shall make, execute, acknowledgedacknowledge, and deliver any and all written instruments in order more fully and effectually to vest in and confirm to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations. Failure to give any notice provided for in this Section or any defect therein shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated, or any corporation succeeding to substantially all the business of the Warrant Agent, shall be the successor Warrant Agent under this Agreement without any further act.

Resignation Removal and Succession. (a) The Warrant Agent Trustee may resign and be discharged from its duties under this Agreement after at any time upon giving 60 days sixty (60) days' prior written notice to the Company and the Warrant Holder as provided by Section 6.07, except that such shorter notice as the Company shall accept in writing, may be given. Primary Sponsor. (b) The Warrant Agent Trustee may be removed by the Company by like Primary Sponsor at any time upon giving sixty (60) days' prior written notice to the Warrant Agent. If the office of the Warrant Agent becomes vacant by resignation, removal, incapacity to act, or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 60 days after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or within 60 days after the Warrant Agent has been removed by the Company, then any Warrant Holder may apply to any court of a competent jurisdiction for t he appointment of a successor Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized, in good standing, and doing business under the laws of the United States of America or of any state, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by Federal or state authority and having a combined capital and surplus of not less than $1,000,000. After appointment, any successor Warrant Agent shall be vested with all 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 deedTrustee; provided, however, that if for any reason it becomes necessary or appropriatein the event of a Change of Control, the predecessor Warrant Agent Trustee may thereafter be removed only after securing the written consent of a majority of the participants of the Plan and the designated beneficiaries of deceased participants. (c) Upon the removal or resignation of the Trustee, any successor appointed shall execute have the same powers and deliver an instrument transferring duties as those conferred upon the Trustee under this Trust. Prior to such successor Warrant Agent with authoritya Change of Control, powers, and rights of such predecessor Warrant Agent hereunder and any property held by it hereunder; and, provided further, upon request the appointment of any successor Warrant AgentTrustee shall be in the sole discretion of the Primary Sponsor. On or after a Change of Control, any successor Trustee shall be a bank or trust company having assets under management (including assets under management by affiliates) of not less than $1,000,000,000. Upon receipt by the Trustee of a written acceptance of the appointment by the successor Trustee, the Company Trustee shall maketransfer to the successor Trustee the assets constituting the Trust; provided, executehowever, acknowledged, and deliver any and all written instruments in order more fully and effectually to vest in and confirm to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations. Failure to give any notice provided for in this Section or any defect therein the Trustee shall not affect be required to pay over assets to a successor Trustee unless the legality Trustee shall be discharged from all liability for any taxes which may be due and owing by the Trust, or validity unless the successor Trustee, who must be acceptable to the Trustee, indemnifies the Trustee and the Trustee in its sole discretion agrees to accept indemnification. In the event that within ninety (90) days after the removal or resignation of the resignation Trustee the Primary Sponsor shall have failed to appoint a successor Trustee or removal the Trustee shall not have received a written acceptance from a successor Trustee, then the Trustee may file an appropriate action in a court of competent jurisdiction and transfer to the custody of the Warrant Agent court the assets then held by the Trustee constituting the Trust. Upon transfer to a successor Trustee or to the appointment of the successor Warrant Agentcourt, as the case may be, the Trustee shall be relieved of all further responsibilities and liabilities in connection with the Trust. Any corporation into which the Warrant Agent may be merged or with which The Trustee is authorized, however, to reserve therefrom any assets as it may be consolidateddeem advisable for payment of its fees and expenses in connection with the settlement of its account or otherwise, or and any corporation succeeding to substantially all the business balance of the Warrant Agent, reserve remaining after the payment of the Trustee's fees and expenses shall be paid over to the successor Warrant Agent under this Agreement without any further actTrustee or to the court.

Resignation Removal and Succession. A. The Warrant Agent Trustee may resign and be discharged from its duties under this Agreement after at any time upon giving 60 days sixty (60) days' prior written notice to the Company and the Warrant Holder as provided by Section 6.07, except that such shorter notice as the Company shall accept in writing, may be given. Primary Sponsor. B. The Warrant Agent Trustee may be removed by the Company by like notice to the Warrant Agent. If the office of the Warrant Agent becomes vacant by resignation, removal, incapacity to act, or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 60 days after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or within 60 days after the Warrant Agent has been removed by the Company, then Primary Sponsor at any Warrant Holder may apply to any court of a competent jurisdiction for t he appointment of a successor Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized, in good standing, and doing business under the laws of the United States of America or of any state, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by Federal or state authority and having a combined capital and surplus of not less than $1,000,000. After appointment, any successor Warrant Agent shall be vested with all 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 deedtime; provided, however, that if for any reason it becomes necessary or appropriatein the event of a Change of Control, the predecessor Warrant Agent Trustee may thereafter be removed only after securing the written consent of a majority of the Members of the Plan and the designated beneficiaries of deceased Members. C. Upon the removal or resignation of the Trustee, any successor appointed shall execute have the same powers and deliver an instrument transferring duties as those conferred upon the Trustee under this Trust. Prior to such successor Warrant Agent with authoritya Change of Control, powers, and rights of such predecessor Warrant Agent hereunder and any property held by it hereunder; and, provided further, upon request the appointment of any successor Warrant Agent, Trustee shall be in the Company shall make, execute, acknowledged, and deliver any and all written instruments in order more fully and effectually to vest in and confirm to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations. Failure to give any notice provided for in this Section or any defect therein shall not affect the legality or validity sole discretion of the resignation Primary Sponsor. On or removal after a Change of the Warrant Agent or Control, the appointment of any successor Trustee shall be made only with the consent of a majority of the Members of the Plans and the designated beneficiaries of deceased Members. Upon receipt by the Trustee of a written acceptance of the appointment by the successor Warrant AgentTrustee, the Trustee shall transfer to the successor Trustee the assets constituting the Trust; provided, however, the Trustee shall not be required to pay over assets to a successor Trustee unless the Trustee shall be discharged from all liability for any taxes which may be due and owing by the Trust, or unless the successor Trustee, who must be acceptable to the Trustee, indemnifies the Trustee and the Trustee in its sole discretion agrees to accept indemnification. In the event that within ninety (90) days after the removal or resignation of the Trustee the Primary Sponsor shall have failed to appoint a successor Trustee or the Trustee shall not have received a written acceptance from a successor Trustee, then the Trustee may file an appropriate action in a court of competent jurisdiction and transfer to the custody of the court the assets then held by the Trustee constituting the Trust. Upon transfer to a successor Trustee or to the court, as the case may be, the Trustee shall be relieved of all further responsibilities and liabilities in connection with the Trust. Any corporation into which the Warrant Agent may be merged or with which The Trustee is authorized, however, to reserve therefrom any assets as it may be consolidateddeem advisable for payment of its fees and expenses in connection with the settlement of its account or otherwise, or and any corporation succeeding to substantially all the business balance of the Warrant Agent, reserve remaining after the payment of the Trustee's fees and expenses shall be paid over to the successor Warrant Agent under this Agreement without any further actTrustee or to the court.