Resignation; Replacement. The Stockholder Representative ------------ ----------- will have the right, in its sole discretion, to resign as the Stockholder Representative (in its capacity as the representative of the holders of Xxxxxxxx Shares or the Old Xxxxxxxx Stockholders) at any time by giving at least 30 days prior written notice to Xxxxxxxx (prior to the Effective Time) and the Acquiring Parties. In such event, Xxxxxxxx (prior to the Effective Time) or the Majority Xxxxxxxx Stockholders (after the Effective Time) will promptly appoint another Stockholder Representative to represent the holders of Xxxxxxxx Shares and the Old Xxxxxxxx Stockholders and give notice of such selection to the Acquiring Parties and the Old Xxxxxxxx Stockholders (after the Effective Time). Such resignation of the Stockholder Representative will be effective upon such notice being given and such new Stockholder Representative's acceptance of such appointment and will relieve the resigning Stockholder Representative of all duties and responsibilities of the Stockholder Representative in such capacity thereafter arising.
Resignation; Replacement. (a) Upon sixty (60) days' prior written notice given to GMI and IVB, the Escrow Agent may resign. Within fifteen (15) days after the giving of such notice, GMI and IVB shall mutually designate a successor Escrow Agent. Such successor Escrow Agent shall be bound by the terms and provisions of this Escrow Agreement. In the event that no such agreement is reached within such fifteen (15) day period, the Escrow Agent shall continue to hold the Deposit Materials then held by it and shall take no further actions and shall have no further obligations hereunder except to cooperate with its successor in order to effectuate the transfer of its duties to the successor Escrow Agent.
Resignation; Replacement. Escrow Agent (and any successor Escrow Agent) may at any time resign as such by delivering the Escrowed Property to any successor Escrow Agent designated by McDonald’s and Collateral Agent in writing, with the consent of Master Franchisee (which consent shall not be unreasonably withheld or delayed) as to the designation of such successor Escrow Agent, or to any court of competent jurisdiction, whereupon Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Agreement. The resignation of Escrow Agent shall take effect on the earlier of (a) the appointment of a successor Escrow Agent (including a court of competent jurisdiction); or (b) the day which is 60 Business Days after the date of delivery of its written notice of resignation to the other Parties. If at that time Escrow Agent has not received a designation of a successor Escrow Agent, Escrow Agent’s sole responsibility shall be to safe keep the Escrowed Property until receipt of a designation of successor Escrow Agent or a joint written disposition instruction by McDonald’s, Collateral Agent and Master Franchisee or a final nonappealable order of a court of competent jurisdiction (accompanied by a certificate from McDonald’s and Collateral Agent to the effect that such judgment is nonappealable). Upon receipt of notice of the identity of the successor escrow agent, Escrow Agent shall either deliver the Escrowed Property then held hereunder to the successor escrow agent, less Escrow Agent’s fees, costs, expenses and the value of other obligations owed to Escrow Agent hereunder, or hold such Escrowed Property (or any portion thereof) pending distribution, until all such fees, costs and expenses or the value of other obligations are paid to it.
Resignation; Replacement. The Investor Representative may resign by providing thirty (30) days prior written notice to each of the Investors and Aevi. Upon the resignation of the Investor Representative, the Investors representing more than fifty percent of the total Pro Rata Percentage shall (within 10 business days of such resignation) notify Aevi in writing of the successor Investor Representative including the contact information for such Investor Representative. The Investors representing more than fifty percent of the total Pro Rata Percentage may replace the current Investor Representative by giving Aevi written notice of the replacement Investor Representative including the contact information for such Investor Representative.
Resignation; Replacement. The Class A-3 Note Agent may resign its duties hereunder with or without cause upon not less than thirty (30) days written notice; provided that no resignation of the Class A-3 Note Agent shall be effective until a successor Class A-3 Note Agent shall have been appointed. Notwithstanding the foregoing, the Class A-3 Note Agent may resign its duties hereunder without any requirement that a successor Class A-3 Note Agent be obligated hereunder and without any liability for further performance of any duties hereunder upon at least 30 days’ prior written notice to the Issuer of termination upon the occurrence of any of the following events and the failure to cure such event within such 30 day notice period: (i) failure of the Issuer to pay any of the Class A-3 Note Agent Expenses or (ii) failure of the Issuer to provide any indemnity payment or expense reimbursement to the Class A-3 Note Agent required under this Agreement of the receipt by the Issuer of a written request for such payment or reimbursement.
Resignation; Replacement. On thirty (30) days prior written notice to the Members and Buyer, the Member Representative may resign its appointment. Prior to the effective date of such resignation, the Members holding a majority in interest of the Escrow Amount shall designate in writing a replacement Member Representative who shall possess the same rights and obligations as the then existing Member Representative. In addition, the Person serving as the Member Representative may be replaced from time to time by the Participating Holders holding a majority in interest of the Escrow Amount upon not less than ten days’ prior written notice to Buyer. In the event of the Member Representative’s death or disability, within ten business days, the Participating Holders shall designate in writing a replacement Member Representative who shall possess the same rights and obligations as the then prior Member Representative. Promptly upon any designation of a replacement Member Representative, the Participating Holders shall cause written notice of such designation of the replacement Member Representative to be delivered to Buyer and each Participating Holder along with all contact and notice information for such replacement Member Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Member Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement.
Resignation; Replacement. On thirty (30) days’ prior written notice to the Sellers and Purchaser, the Sellers’ Representative may resign its appointment. Prior to the effective date of such resignation, the Sellers shall designate in writing a replacement Sellers’ Representative who shall possess the same rights and obligations as the then existing Sellers’ Representative. In addition, the Person serving as the Sellers’ Representative may be replaced from time to time by the Sellers upon not less than ten (10) days’ prior written notice to Purchaser. In the event of the Sellers’ Representative’s death or disability, within ten (10) Business Days, the Sellers shall designate in writing a replacement Sellers’ Representative who shall possess the same rights and obligations as the then prior Sellers’ Representative. Promptly upon any designation of a replacement Sellers’ Representative, the Sellers shall cause written notice of such designation of the replacement Sellers’ Representative to be delivered to Purchaser and each Seller, along with all contact and notice information for such replacement Sellers’ Representative.
Resignation; Replacement. The Escrow Agent may resign at any time upon giving at least thirty (30) days prior written notice to the other parties hereto and, similarly, the Escrow Agent may be removed and replaced following the giving of thirty (30) days prior written notice to the Escrow Agent jointly by the other parties hereto; provided, however, that no such resignation or removal shall become effective until the appointment of a successor escrow agent which shall be accomplished as follows: The Buyer and Seller shall use best efforts to select a successor escrow agent within thirty (30) days after the date of the notice of resignation or removal. If the other parties hereto have failed to appoint a successor prior to the expiration of thirty (30) days following receipt of the notice of resignation or removal, the Escrow Agent may appoint a successor or petition any court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. The successor escrow agent shall be a national or state-chartered banking, trust or savings association with total assets in excess of $500,000,000, and shall execute and deliver an instrument accepting such appointment and it shall, without further acts, be vested with all the estates, properties, rights, powers, and duties of the predecessor escrow agent as if originally named as escrow agent. Upon delivery of such instrument, the Escrow Agent shall be discharged from any further duties and liability under this Agreement. The Escrow Agent shall be paid any outstanding fees and expenses prior to transferring assets to a successor escrow agent.
Resignation; Replacement. The Stockholder Representative may resign at any time upon not less than 10 days prior written notice to the Parent. In the event that the Stockholder Representative dies, becomes unable to perform the responsibilities of the Stockholder Representative hereunder or resigns from such position (“Terminating Stockholder Representative”), the Company Holders representing at least two-thirds of the outstanding shares of Company Capital Stock immediately prior to Closing shall elect another representative to fill such vacancy, and such substituted representative shall be deemed to be the Stockholder Representative in place of the Terminating Stockholder Representative for all purposes of this Agreement. If the position of Stockholder Representative shall remain vacant for more than 60 days, the Parent may designate any Company Holder as a Stockholder Representative in place of the Terminating Stockholder Representative and such Company Holder shall serve as the Stockholder Representative until the Company Holders shall elect a successor pursuant to this Section 10.2. The immunities and rights to indemnification granted by the Company Holders in favor of the Stockholder Representative in this Article 10 shall survive the resignation or removal of Stockholder Representative and the Closing and/or any termination of this Agreement, the Payments Administration Agreement and the Escrow Agreement.
Resignation; Replacement. (a) Upon sixty (60) days' prior written notice given to Apogee and ST, the Escrow Agent may resign. Within fifteen (15) days after the giving of such notice, Apogee and ST shall mutually designate a successor Escrow Agent. Such successor Escrow Agent shall be bound by the terms and provisions of this Escrow Agreement. In the event that no such agreement is reached within such fifteen (15) day period, the Escrow Agent shall continue to hold the Escrow Materials then held by it and shall take nor further actions and shall have no further obligations hereunder except as required by the last sentence of this Section 16(a). The Escrow Agent named herein shall cooperate with its successor in order to effectuate the transfer of its duties to the successor Escrow Agent.
