Common use of Successor Escrow Agent Clause in Contracts

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 calendar days after it is given to all parties hereto. Parent may appoint a successor Escrow Agent only with the consent of the Holder Representative (which consent shall not be unreasonably withheld or delayed). The Escrow Agent shall act in accordance with written instructions from Parent as to the transfer of the Escrow Funds to a successor escrow agent. If a successor Escrow Agent is not so appointed by Parent, the resigning Escrow Agent may apply to a court of competent jurisdiction to appoint one.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Urs Corp /New/), Escrow Agreement (Urs Corp /New/), Escrow Agreement (Tc Group LLC)

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Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreementin its capacity herewith, the Escrow Agent may resign and be discharged from its duties and or obligations hereunder by giving its written resignation to the parties to this Escrow Agreement. Such , specifying not less than 60 days' prior written notice of the date when such resignation shall take effect not less than 30 calendar days after it is given to all parties heretoeffect. Parent may appoint a successor Escrow Agent only with the consent of the Holder Representative (Stockholder Agent, which consent shall not be unreasonably withheld or delayed)withheld. The If, within such notice period, Parent provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of the Escrow Fund then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with written such instructions from Parent as to the and promptly transfer of the Escrow Funds Fund to a successor escrow agent. If a successor Escrow Agent is not so appointed by Parent, the resigning Escrow Agent may apply to a court of competent jurisdiction to appoint onesuch designated successor.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Eloquent Inc), Agreement and Plan of Merger (Reid Clifford A)

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 calendar days after it is given to all parties hereto. Parent may appoint a successor Escrow Agent only with the consent of the Holder Representative Stockholders' Agents (which consent shall not be unreasonably withheld or delayed). The Escrow Agent shall act in accordance with written instructions from Parent as to the transfer of the Escrow Funds Fund to a successor escrow agent. If a no successor Escrow Agent escrow agent is not so appointed by Parentselected, the resigning Escrow Agent may apply to a court of competent jurisdiction to appoint onefor the selection of such successor escrow agent.

Appears in 1 contract

Samples: Voting Agreement (Axys Pharmecueticals Inc)

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 calendar days after it is given to all parties hereto. Parent may appoint a successor Escrow Agent only with the consent of the Holder Representative Representatives (which consent shall not be unreasonably withheld or delayed). The Escrow Agent shall act in accordance with written instructions from Parent and the Representatives as to the transfer of the Escrow Funds Fund to a successor escrow agent. If a successor Escrow Agent is not so appointed by Parent, the resigning Escrow Agent may apply to a court of competent jurisdiction to appoint one.

Appears in 1 contract

Samples: Registration Rights Agreement (Pharmos Corp)

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 calendar days after it is given to all parties hereto. Parent may appoint a successor Escrow Agent only with the consent of the Holder Representative Shareholders' Agent (which consent shall not be unreasonably withheld or delayed). If Parent does not appoint a successor escrow agent, the Escrow Agent may apply to a court of competent jurisdiction to do so. The Escrow Agent shall act in accordance with written instructions from Parent as to the transfer of the Escrow Funds Fund to a successor escrow agent. If a successor Escrow Agent is not so appointed by Parent, the resigning Escrow Agent may apply to a court of competent jurisdiction to appoint one.

Appears in 1 contract

Samples: Escrow Agreement (Sbe Inc)

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Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 calendar days after it is given to all parties hereto. Parent may appoint a successor Escrow Agent only with the consent of two of the Holder Representative Shareholders' Agent (which consent shall not be unreasonably withheld or delayed). The Escrow Agent shall act in accordance with written instructions from Parent as to the transfer of the Escrow Funds Fund to a successor escrow agent. If Parent does not appoint a successor Escrow Agent is not so appointed by Parentsuccessor, the resigning Escrow Agent may apply to a court of competent jurisdiction to appoint onedo so.

Appears in 1 contract

Samples: Escrow Agreement (Ebay Inc)

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 calendar days after it is given to all parties hereto. Parent may appoint a successor Escrow Agent only with the consent of the Holder Representative Shareholders' Agent (which consent shall not be unreasonably withheld or delayed). The Escrow Agent shall act in accordance with written instructions from Parent as to the transfer of the Escrow Funds Fund to a successor escrow agent. If a successor Escrow Agent is not so appointed by Parent, the resigning Escrow Agent may apply to a court of competent jurisdiction to appoint one.

Appears in 1 contract

Samples: Voting Agreement (Acuson Corp)

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