Xxxxxxxx Procedures. The Fund shall comply in all material respects, and shall cause its Authorized Designees to comply in all material respects, with remote access operating standards and procedures and with user identification or other password control requirements and other security devices and procedures as may be reasonably issued or reasonably required from time to time by the Custodian or its permitted third-party vendors for use of a System and access to the Remote Access Services. The Fund is responsible for any use and/or misuse of each System and the Remote Access Services by its Authorized Designees. The Fund shall advise the Custodian promptly if it learns or has reason to believe that any person to whom it has given access to a System or the Remote Access Services has violated or intends to violate the terms of this Addendum and the Fund will cooperate with the Custodian in seeking injunctive or other equitable relief. The Fund shall discontinue use of a System and Remote Access Services, if requested, for any security reasons cited by the Custodian and the Custodian may restrict access of a System and Remote Access Services by the Fund or any Authorized Designee for security reasons or noncompliance with the terms of the Contract at any time.
Xxxxxxxx Procedures. The Fund shall comply with data access operating standards and procedures and with user identification or other password control requirements and other security procedures as may be issued from time to time by State Street for use of the System on a remote basis and to access the Data Access Services. The Fund shall have access only to the Fund Data and authorized transactions agreed upon from time to time by State Street and, upon notice from State Street, the Fund shall discontinue remote use of the System and access to Data Access Services for any security reasons cited by State Street; provided, that, in such event, State Street shall, for a period not less than 180 days (or such other shorter period specified by the Fund) after such discontinuance, assume responsibility to provide accounting services under the terms of the Custodian Agreement.
Xxxxxxxx Procedures. Company agrees to use the Service in accordance with the provisions of Section 6 of the Cash Management Services Master Agreement and with the Credit Union’s Security Procedures attached as a Schedule to the Cash Management Services Master Agreement. Company also agrees that any request acted upon by Credit Union in compliance with the Security Procedures, whether or not authorized by Company, shall be treated as Company’s authorized request, and Credit Union shall not be liable for the amount of any unauthorized transfer that is purported to be originated by Company. Credit Union will review the Security Procedures with Company as part of the Wire Transfer set-up implementation process.
Xxxxxxxx Procedures. As promptly as practicable after the Effective Time but in no event later than five (5) Business Days after the Closing Date, and provided that Company has delivered, or caused to be delivered, to the Exchange Agent all information that is reasonably required by the Exchange Agent, the Exchange Agent shall mail or otherwise cause to be delivered to each holder of record of shares of Company Common Stock immediately prior to the Effective Time and whose shares of Company Common Stock were converted pursuant to Section 2.01 into the right to receive the Merger Consideration (each, a “Holder”), a letter of transmittal, which shall (i) specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss and/or bonds in such amounts as may be required in each case by Buyer or the Exchange Agent in lieu of such Certificate(s)) to the Exchange Agent and shall be in such form and have such other provisions as Buyer may reasonably specify, and (ii) specify instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration in accordance with this Article 2 as provided for in this Agreement (the “Letter of Transmittal”). Buyer and the Exchange Agent shall be entitled to rely upon the stock transfer books of Company to establish the identity of the Holders, which books shall be conclusive with respect thereto.
Xxxxxxxx Procedures. You or any individual authorized by You to access the Service (a “User”) shall do so by entering a User name and password, or other unique identifier that may be required. No person employed by Us shall have access to any User passwords You or Your Users create. From time to time, We may require You to use additional security and authentication procedures.
Xxxxxxxx Procedures. 1. As soon as practicable after the Effective Time, but in no event more than two (2) Business Days after the Closing Date, Parent shall instruct the Exchange Agent to mail or otherwise deliver to each record holder, as of immediately prior to the Effective Time, of (A) a certificate or certificates that immediately prior to the Effective Time represented shares of Company Class B Common Stock (the “Certificates”) or (B) shares of Company Class B Common Stock represented by book-entry (“Book-Entry Shares”), in each case, which shares were converted pursuant to Section 3.1 into the right to receive the Merger Consideration at the Effective Time, (A) a letter of transmittal (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing and (B) instructions for use in effecting the surrender of the Certificates or, in the case of Book- Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 3.1.
2. Upon surrender to the Exchange Agent of Certificates or Book-Entry Shares, together with the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor (A) the Parent Class B Common Stock comprising the Merger Consideration pursuant to the provisions of this Article III (which shares of Parent Class B Common Stock shall be in uncertificated book-entry form) and (B) a check in the amount equal to the cash portion of the Merger Consideration and cash payable in lieu of any fractional shares of Parent Class B Common Stock pursuant to Section 3.2(h) and dividends and other distributions pursuant to Section 3.2(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to a Person other than the record holder of such shares of Company Class B Common Stoc...
Xxxxxxxx Procedures. Due to bear problems, cleaning up after each event is critical to the protecting of the Xxxxxxxxx Club House and surroundings. All garbage must be removed or locked inside for pick-up the next day.
Xxxxxxxx Procedures. Any instructions for disbursements to or at the order of any Holders or other written directions made by any Holders pursuant to this Agreement shall be in writing, shall be delivered in accordance with Section 6.5 hereof and shall comply with the following security procedures:
(a) Attached as Schedule 1 hereto and made a part hereof is a list of those Persons entitled to give notices, instructions and other communications to the Collateral Trustee on behalf of each Holder hereunder and the respective payment instructions for each such Holder.
(b) Once delivered to the Collateral Trustee, Schedule 1 hereto may be revised or rescinded only by a written direction letter in form and substance satisfactory to the Collateral Trustee executed and delivered by the relevant Holder. Such revisions or rescissions shall be effective only after actual receipt of such written direction letter by the Collateral Trustee. If an amended Schedule 1 is delivered to the Collateral Trustee by an entity that is a successor-in-interest to a Holder, such document shall be accompanied by additional documentation satisfactory to the Collateral Trustee showing that such entity has succeeded to the rights and responsibilities of the Holder under this Agreement.
(c) Each Holder shall also provide an IRS Form W-9 or appropriate IRS Form W-8, as applicable, to the Collateral Trustee before the Collateral Trustee will make any payment or other distribution to such Holder.
Xxxxxxxx Procedures. CBAN shall cause as promptly as practicable after the Effective Time, but in no event later than five (5) Business Days after the Closing Date, the Exchange Agent to mail or otherwise caused to be delivered to each Holder who has not previously surrendered such Certificate or Certificates or Book Entry Shares, appropriate and customary transmittal materials, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates or Book-Entry Shares to the Exchange Agent, as well as instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration (including cash in lieu of fractional shares) as provided for in this Agreement (the “Letter of Transmittal”).
Xxxxxxxx Procedures. 11 4.05.Anti-Dilution Provisions 12 4.06.Withholding Rights 13 ARTICLE V Actions Pending the Effective Time13 5.01.Forebearances of Valley Financial 13 5.02.Forebearances of Buyer 18 ARTICLE VI Representations and Warranties19 Disclosure Schedules 19 6.02.Standard 19
