Successor Purchaser Representative Sample Clauses
The Successor Purchaser Representative clause designates an individual or entity to act on behalf of the purchaser in the event that the original purchaser representative is unable or unwilling to continue in that role. This clause typically outlines the process for appointing a successor, such as through a majority vote of the purchasers or by a specified mechanism in the agreement. Its core function is to ensure continuity in representation for the purchasers, thereby preventing delays or complications in decision-making or dispute resolution if the original representative can no longer serve.
Successor Purchaser Representative. (a) The Purchaser Representative shall have the right to resign at any time by giving thirty days’ prior written notice thereof to the Purchasers and the Issuer. If the Purchaser Representative delivers any such notice of resignation, the Required Purchasers shall have the right to appoint a financial institution which shall be a commercial bank, trust company or other Person reasonably acceptable to the Issuer with offices in the U.S. having combined capital and surplus in excess of $1,000,000,000, subject to the consent of the Issuer (such consent not to be unreasonably withheld or delayed); provided, that during the existence and during the continuation of an Event of Default under Section 7.01(a), or with respect to the Issuer, Sections 7.01(f) or (g), no consent of the Issuer shall be required. The Purchaser Representative’s resignation shall become effective on the earliest of (i) thirty (30) days after delivery of the notice of resignation (regardless of whether a successor has been appointed), and (ii) the acceptance of such successor Purchaser Representative by the Issuer and the Required Purchasers.
(b) If, upon notice of resignation, the Required Purchasers have not appointed a successor Purchaser Representative, the Required Purchasers shall be deemed to have succeeded to and become vested with all the rights, powers, privileges and duties of the retiring Purchaser Representative; provided that, until a successor Purchaser Representative reasonably satisfactory to the Issuer is so appointed by the Required Purchasers, any collateral security held by the Purchaser Representative shall continue to be held by it until such time as a successor agent is appointed and the Purchaser Representative shall continue to be entitled to all of its rights, protections and indemnities hereunder and under the other Note Documents during such time. If a successor Purchaser Representative is not appointed within 30 days after the retiring or removed Purchaser Representative provides a notice of resignation or is given a notice of removal, such retiring or removed Purchaser Representative may, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Purchaser Representative. Upon the acceptance of any appointment as the Purchaser Representative hereunder by a successor Purchaser Representative, that successor Purchaser Representative shall thereupon succeed to and become vested with all the rights, powers, privileges...