Common use of Successor Escrow Agent Clause in Contracts

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving resignation to the parties to this Agreement, specifying not less than 60 days' prior written notice of the date when such resignation shall take effect. Parent may appoint a successor Escrow Agent without the consent of the Shareholders Representative so long as such successor is a bank with assets of at least $500 million, and may appoint any other successor Escrow Agent with the consent of the Shareholders Representative, which shall not be unreasonably withheld. 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 Shareholders Indemnity Shares then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer the Shareholders Indemnity Shares to such designated successor.

Appears in 2 contracts

Samples: Employment Agreement (Ipl Systems Inc), Escrow Agreement (Andataco)

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Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving resignation to the parties to this Escrow Agreement, specifying not less than 60 calendar days' prior written notice of the date when such resignation shall take effect. Parent Isonics may appoint a successor Escrow Agent without the consent of the Shareholders Representative Agent so long as such successor is a bank with assets of at least $500 100 million, and may appoint any other successor Escrow Agent with the consent of the Shareholders RepresentativeAgent, which consent shall not be unreasonably withheld. If, within such notice period, Parent Isonics provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of the Shareholders Indemnity any Escrow Shares then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer the Shareholders Indemnity such Escrow Shares to such designated successor.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Isonics Corp), Escrow Agreement (Isonics Corp)

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving delivering a resignation to the parties to this Escrow Agreement, specifying not less than 60 30 days' prior written notice of to the date when such resignation shall take effect. Parent The Buyer may appoint a successor Escrow Agent without the consent of the Shareholders Representative Indemnification Representatives so long as such successor is a bank with assets of at least $500 million, and may appoint any other successor Escrow Agent with the consent of the Shareholders RepresentativeIndemnification Representatives, which shall not be unreasonably withheld. If, within such notice period, Parent the Buyer provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of the Shareholders Indemnity any Escrow Shares then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer the Shareholders Indemnity such Escrow Shares to such designated successor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Flexiinternational Software Inc/Ct)

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving resignation to the parties to this Escrow Agreement, specifying not less than 60 days' prior written notice of the date when such resignation shall take effect. Parent may appoint a successor Escrow Agent without the consent of the Shareholders Shareholder Representative so long as such successor is a bank with assets of at least $500 50 million, and may appoint any other successor Escrow Agent with the consent of the Shareholders Shareholder Representative, which consent shall not be unreasonably withheld. 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 Shareholders Indemnity any Escrow Shares then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer the Shareholders Indemnity such Escrow Shares to such designated successor.

Appears in 1 contract

Samples: Interwest Escrow Agreement (Innerspace Corp)

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving resignation to the parties to this Escrow Agreement, specifying not less than 60 days' prior written notice of the date when such resignation shall take effect. Parent InnerSpace may appoint a successor Escrow Agent without the consent of the Shareholders Representative Sundance so long as such successor is a bank with assets of at least $500 50 million, and may appoint any other successor Escrow Agent with the consent of the Shareholders RepresentativeSundance, which consent shall not be unreasonably withheld. If, within such notice period, Parent InnerSpace provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of the Shareholders Indemnity any Escrow Shares then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer the Shareholders Indemnity such Escrow Shares to such designated successor.

Appears in 1 contract

Samples: Sundance Escrow Agreement (Innerspace Corp)

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving resignation to the parties to this Escrow Agreement, specifying not less than 60 days' prior written notice of the date when such resignation shall take effect. Parent Gateway may appoint a successor Escrow Agent without the consent of the Shareholders Representative so long as such successor is a bank with assets of at least $500 100 Successor Escrow Agent - continued million, and may appoint any other successor Escrow Agent with the consent of the Shareholders Representative, which consent shall not be unreasonably withheld. If, within such notice period, Parent Gateway provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of the Shareholders Indemnity any Escrow Shares then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer the Shareholders Indemnity such Escrow Shares to such designated successor.

Appears in 1 contract

Samples: Exchange Agreement (Gateway Access Solutions Inc)

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving delivering a resignation to the parties to this Escrow Agreement, specifying not less than 60 days' prior written notice of to the date when such resignation shall take effect. Parent The Buyer may appoint a successor Escrow Agent without the consent of the Shareholders Representative Indemnification Representatives so long as such successor is a bank with assets of at least $500 million, and may appoint any other successor Escrow Agent with the consent of the Shareholders RepresentativeIndemnification Representatives, which consent shall not be unreasonably withheld. If, within such notice period, Parent the Buyer provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of the Shareholders Indemnity Shares any Escrow Property then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer the Shareholders Indemnity Shares such Escrow Property to such designated successor.

Appears in 1 contract

Samples: Escrow Agreement (Shepro Robert C)

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Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving resignation to the parties to this Agreement, specifying not less than 60 days' prior written notice of the date when such resignation shall take effect. Parent may appoint a successor Escrow Agent without the consent of the Shareholders Representative so long as such successor is a bank with assets of at least $500 million, and may appoint any other successor Escrow Agent with the consent of the Shareholders RepresentativeAgent, which shall not be unreasonably withheld. 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 Shareholders Indemnity Shares then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer the Shareholders Indemnity Shares to such designated successor.

Appears in 1 contract

Samples: Escrow Agreement (Nichols Robert D)

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving delivering a resignation to the parties to this Escrow Agreement, specifying not less than 60 days' prior written notice of to the date when such resignation shall take effect. Parent In such event, the Buyer may appoint a successor Escrow Agent without the consent of the Shareholders Stockholders' Representative so long as such successor is a bank with assets of at least $500 million5 billion, and may appoint any other successor Escrow Agent with the consent of the Shareholders Stockholders' Representative, which shall not be unreasonably withheld. If, within such notice period, Parent the Buyer provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of the Shareholders Indemnity Shares any Pledged Collateral then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer the Shareholders Indemnity Shares such Pledged Collateral to such designated successor.

Appears in 1 contract

Samples: Employee Agreement (Renaissance Solutions Inc)

Successor Escrow Agent. In the event the Escrow Agent becomes ---------------------- unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving delivering a resignation to the parties to this Escrow Agreement, specifying not less than 60 days' days prior written notice of to the date when such resignation shall take effect. Parent The Buyer may appoint a successor Escrow Agent without the consent of the Shareholders Indemnification Representative so long as such successor is a bank with assets of at least $500 100 million, and may appoint any other successor Escrow Agent with the consent of the Shareholders Indemnification Representative, which shall not be unreasonably withheld. If, within such notice period, Parent the Buyer provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of the Shareholders Indemnity Shares any Escrow Property then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer the Shareholders Indemnity Shares such Escrow Property to such designated successor.

Appears in 1 contract

Samples: Escrow Agreement (Idx Systems Corp)

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