Condition to Resignation and Termination Clause Samples

Condition to Resignation and Termination. No such resignation or (subject to Clause 18.6 (Automatic Termination)) termination of the appointment of the Issuing and Paying Agent, Registrar or Calculation Agent shall, however, take effect until a new Issuing and Paying Agent (which shall be a bank or trust company) or, as the case may be, Registrar or Calculation Agent has been appointed and no resignation or termination of the appointment of a Paying Agent or Transfer Agent shall take effect if there would not then be Paying Agents or Transfer Agents as required by the Conditions.

Condition to Resignation and Termination. No such resignation or (subject to Clause 15.5) termination of the appointment of the Fiscal Agent or Calculation Agent shall, however, take effect until a new Fiscal Agent (which shall be a bank or trust company) or, as the case may be, Calculation Agent has been appointed and no resignation or termination of the appointment of a Paying Agent shall take effect if there would not then be a Paying Agent as required by the Conditions.

Condition to Resignation and Termination. No such resignation or (subject to Clause 20.5) termination of the appointment of the Fiscal Agent, Registrar or Calculation Agent shall, however, take effect until a new Fiscal Agent (which shall be a bank or trust company) or, as the case may be, Registrar or Calculation Agent has been appointed and no resignation or termination of the appointment of a Paying Agent or Transfer Agent shall take effect if there would not then be Paying Agents or Transfer Agents as required by the Conditions. If any Agent gives notice of its resignation in accordance with Clause 20.2 and by the tenth day before the expiry of such notice a successor has not been duly appointed in accordance with this Clause 20 then the Agent may itself, following such consultation with the Issuer as is practicable in the circumstances, appoint as its successor any reputable and experienced financial institution and give notice of such appointment to the Issuer, the remaining Agents and the Noteholders, and the successor Agent shall acquire and become subject to the same rights and obligations as if it had entered into an agreement in the form mutatis mutandis of this Agreement.

Condition to Resignation and Termination. No resignation or (subject to sub-Clause 13.5) termination of the appointment of the Fiscal Agent or the Calculation Agent shall, however, take effect until a new Fiscal Agent (which shall be a bank or trust company) or, as the case may be, Calculation Agent (which shall be a bank or trust company) has been appointed and no resignation or termination of the appointment of a Paying Agent shall take effect if there would not then be Paying Agents as required by the Conditions. If, 10 calendar days prior to the expiry of the notice of resignation or termination of appointment of the Agent, a successor Agent has not been appointed by the Issuer, the relevant Agent may appoint a successor Agent on behalf of the Issuer.

Condition to Resignation and Termination. No such resignation or (subject to Clause 18.5) termination of the appointment of the Issuing and Paying Agent, Registrar or Calculation Agent shall, however, take effect until a new Issuing and Paying Agent (which shall be a bank or trust company) or, as the case may be, Registrar or Calculation Agent has been appointed and no resignation or termination of the appointment of a Paying Agent or Transfer Agent shall take effect if there would not then be Paying Agents or Transfer Agents as required by the Conditions. If the Issuer fails to appoint a replacement agent within a reasonable period of time then that Agent may, on behalf of the Issuer appoint a replacement agent instead.

Condition to Resignation and Termination. Without prejudice to Clause 14.5, no such resignation or termination of the appointment of an Agent pursuant to Clauses 14.1 and 14.2 shall, however, take effect until a replacement Agent (which in relation to the Issuing and Paying Agent shall be a bank or trust company) has been appointed and no resignation or termination of the appointment of a Paying Agent shall take effect if there would not then be Paying Agents as required by the Conditions or any Relevant Stock Exchange; provided that if the Issuer shall fail within a period of 30 calendar days of notice of resignation by any relevant Agent to appoint a successor to such Agent in circumstances where a successor for such Agent is required to be appointed pursuant to the Conditions of the relevant Series of ETP Securities, the Agent that has given notice of resignation shall be entitled to select a leading international bank of recognised good standing and repute acceptable to the Issuer and the Trustee to act as successor Agent and the Issuer shall appoint that bank as the successor Agent. The Issuer undertakes to notify any such resignation, appointment or termination to the holders of the ETP Securities pursuant to Clause 14.8. The payment of any successor Agent and the costs and expenses incurred by the Issuer in any termination, resignation, replacement or retirement of the relevant Agent shall be solely the responsibility of the Issuer.

Condition to Resignation and Termination no such resignation or (subject to Clause 14.5) termination of the appointment of the Fiscal Agent or Calculation Agent shall, however, take effect until a replacement Fiscal Agent (which shall be a bank or trust company) or, as the case may be, Fiscal Agent or Calculation Agent has been appointed and no resignation or termination of the appointment of a Paying Agent shall take effect if there would not then be Paying Agents as required by the Conditions. If no replacement Agent has been appointed by the Issuer within 45 days of a notice of resignation being given by any Agent, then such Agent may, on behalf of the Issuer, appoint a replacement Agent against whom the Issuer does not have any reasonable objection with effect from a date on or after the date scheduled for the resignation of such Agent (and provided that the notice required by Clause 14.8 is given to Securityholders), so that upon such resignation there would be Agents as required by the Conditions and/or this Clause.

Condition to Resignation and Termination no such resignation or (subject to Clause 18.5) termination of the appointment of the Fiscal Agent, the Principal Paying Agent, Registrar or Calculation Agent shall, however, take effect until a replacement Fiscal Agent (which shall be a bank or trust company) or, as the case may be, Principal Paying Agent, Registrar or Calculation Agent has been appointed and no resignation or termination of the appointment of a Paying Agent or Transfer Agent shall take effect if there would not then be Paying Agents or Transfer Agents as required by the Conditions. If no replacement Agent has been appointed by the Issuer within 45 days of a notice of resignation being given by any Agent, then such Agent may, on behalf of the Issuer, appoint a replacement Agent against whom the Issuer has no reasonable objection with effect from a date on or after the date scheduled for the resignation of such Agent (and provided that the notice required by Clause 18.8 is given to Noteholders), so that upon such resignation there would be Agents as required by the Conditions and/or this Clause.

Condition to Resignation and Termination. No such resignation or (subject to Clause 13.5) termination of the appointment of the Taiwanese Paying Agent or Taiwanese Calculation Agent shall, however, take effect until a new Taiwanese Paying Agent (which shall be a bank) or, as the case may be, Taiwanese Calculation Agent has been appointed and no resignation or termination of the appointment of a Paying Agent shall take effect if there would not then be Paying Agents as required by the NTD Conditions. If the Relevant Issuer fails to appoint a replacement agent within a reasonable period of time then that Agent may, on behalf of the Relevant Issuer appoint a replacement agent instead.