Common use of Amendment; Resignation or Removal of Escrow Agent Clause in Contracts

Amendment; Resignation or Removal of Escrow Agent. This Agreement may be altered or amended only with the written consent of the Issuer and the Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving written notice of such resignation to the Issuer specifying a date when such resignation shall take effect and upon delivery of the Fund to the successor escrow agent designated by the Issuer in writing. Such successor Escrow Agent shall become the Escrow Agent hereunder upon the resignation date specified in such notice. If the Company fails to designate a successor Escrow Agent within thirty (30) days after such notice, then the resigning Escrow Agent shall promptly refund the amount in the Fund to each prospective purchaser, without interest thereon or deduction. The Escrow Agent shall continue to serve until its successor accepts the escrow and receives the Fund. The Company shall have the right at any time to remove the Escrow Agent and substitute a new escrow agent by giving notice thereof to the Escrow Agent then acting. Upon its resignation and delivery of the Fund as set forth in this Section 6, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the escrow contemplated by this Agreement. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Appears in 11 contracts

Samples: Escrow Agreement (StreamNet, Inc.), Escrow Agreement (McGraw Conglomerate Corp), Escrow Agreement (StreamNet, Inc.)

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Amendment; Resignation or Removal of Escrow Agent. This Agreement may be altered or amended only with the written consent of the Issuer Issuer, the Placement Agent and the Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving written notice of such resignation to the Issuer and the Placement Agent specifying a date when such resignation shall take effect and upon delivery of the Fund to the successor escrow agent designated by the Issuer or the Placement Agent in writing. Such successor Escrow Agent shall become the Escrow Agent hereunder upon the resignation date specified in such notice. If the Company fails to designate a successor Escrow Agent within thirty (30) days after such notice, then the resigning Escrow Agent shall promptly refund the amount in the Fund to each prospective purchaser, without interest thereon or deduction. The Escrow Agent shall continue to serve until its successor accepts the escrow and receives the Fund. The Company shall have the right at any time to remove the Escrow Agent and substitute a new escrow agent by giving notice thereof to the Escrow Agent then acting. Upon its resignation and delivery of the Fund as set forth in this Section 6, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the escrow contemplated by this Agreement. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer and the Placement Agent for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Appears in 4 contracts

Samples: Securities Purchase Agreement (New Leaf Brands, Inc.), Escrow Agreement (MusclePharm Corp), Escrow Agreement (China Carbon Graphite Group, Inc.)

Amendment; Resignation or Removal of Escrow Agent. This Agreement may be altered or amended only with the written consent of the Issuer Company, the Investor and the Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving written notice of such resignation to the Issuer Company and the Investor specifying a date when such resignation shall take effect and upon delivery of the Fund Shares to the successor escrow agent designated by the Issuer Company and Investor in writing. Such successor Escrow Agent shall become the Escrow Agent hereunder upon the resignation date specified in such notice. If the Company fails and the Investor fail to designate a successor Escrow Agent within thirty (30) days after such notice, then the resigning Escrow Agent shall promptly refund the amount in Shares to the Fund to each prospective purchaser, without interest thereon or deductionCompany. The Escrow Agent shall continue to serve until its successor accepts the escrow and receives the Fund. The Company shall have the right at any time to remove the Escrow Agent and substitute a new escrow agent by giving notice thereof to the Escrow Agent then actingShares. Upon its resignation and delivery of the Fund Shares as set forth in this Section 64, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the escrow contemplated by this Agreement. Without limiting the provisions of Section 8 hereof, the The resigning Escrow Agent shall be entitled to be reimbursed by the Issuer Company and the Investor for any expenses incurred in connection with its resignation, transfer of the Fund Shares to a successor escrow agent or distribution of the Fund Shares pursuant to this Section 64.

Appears in 3 contracts

Samples: Escrow Agreement (Axxess Pharma Inc.), Escrow Agreement (Axxess Pharma Inc.), Escrow Agreement (iHookup Social, Inc.)

Amendment; Resignation or Removal of Escrow Agent. This Agreement may be altered or amended only with the written consent of the Issuer Issuer, the Placement Agent, and the Escrow Agent, provided, however, that Section 4.3 cannot be amended. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving written notice of such resignation to the Issuer and the Placement Agent specifying a date when such resignation shall take effect and upon delivery of the Fund to the successor escrow agent designated by the Issuer Placement Agent in writing. Such successor Escrow Agent shall become the Escrow Agent hereunder upon the resignation date specified in such notice. If the Company fails to designate a successor Escrow Agent within thirty (30) days after such notice, then the resigning Escrow Agent shall promptly refund the amount in the Fund to each prospective purchaserInvestor, without with interest thereon or deduction. The Escrow Agent shall continue to serve until its successor accepts the escrow and receives the Fund. The Company shall have the right at any time to remove the Escrow Agent and substitute a new escrow agent by giving notice thereof to the Escrow Agent then acting. Upon its resignation and delivery of the Fund as set forth in this Section 6, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the escrow contemplated by this Agreement. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer and the Placement Agent for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Appears in 2 contracts

Samples: Escrow Agreement, Escrow Agreement (Zoom Technologies Inc)

Amendment; Resignation or Removal of Escrow Agent. This Agreement may be altered or amended only with the written consent of the Issuer Issuer, the Placement Agent and the Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving five (5) days’ prior written notice of such resignation to the Issuer and the Placement Agent specifying a date when such resignation shall take effect and upon delivery of the Fund to the successor escrow agent designated by the Issuer or the Placement Agent in writing. Such successor Escrow Agent escrow agent shall become the Escrow Agent hereunder upon the resignation date specified in such notice. If the Company Escrow Agent fails to designate a successor Escrow Agent escrow agent within thirty (30) days after such notice, then the resigning Escrow Agent shall promptly refund the amount in the Fund to each prospective purchaser, without interest thereon or deduction. The Escrow Agent shall continue to serve until its successor accepts the escrow and receives the Fund. The Company Issuer and the Placement Agent shall have the right at any time to remove the Escrow Agent and substitute a new escrow agent by giving joint notice thereof to the Escrow Agent then acting. Upon its resignation and delivery of the Fund as set forth in this Section 6, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the escrow contemplated by this Agreement. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Appears in 2 contracts

Samples: Escrow Agreement (Chanson International Holding), Escrow Agreement (Chanson International Holding)

Amendment; Resignation or Removal of Escrow Agent. This Agreement may be altered or amended only with the written consent of the Issuer Issuer, and the Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving written notice of such resignation to the Issuer specifying a date when such resignation shall take effect and upon delivery of the Fund to the successor escrow agent designated by the Issuer in writing. Such successor Escrow Agent shall become the Escrow Agent hereunder upon the resignation date specified in such notice. If the Company Issuer fails to designate a successor Escrow Agent within thirty (30) days after such notice, then the resigning Escrow Agent shall promptly refund the amount in the Fund to each prospective purchaser, without interest thereon or deduction. The Escrow Agent shall continue to serve until its successor accepts the escrow and receives the Fund. The Company Issuer and shall have the right at any time to remove the Escrow Agent and substitute a new escrow agent by giving notice thereof to the Escrow Agent then acting. Upon its resignation and delivery of the Fund as set forth in this Section 6, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the escrow contemplated by this Agreement. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Appears in 1 contract

Samples: Escrow Agreement (Prometheum, Inc.)

Amendment; Resignation or Removal of Escrow Agent. This Agreement may be altered or amended only with the written consent of the Issuer and the Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving written notice of such resignation to the Issuer specifying a date when such resignation shall take effect and upon delivery of the Fund to the successor escrow agent designated by the Issuer in writing. Such successor Escrow Xxxxxx Agent shall become the Escrow Agent hereunder upon the resignation date specified in such notice. If the Company fails to designate a successor Escrow Xxxxxx Agent within thirty (30) days after such notice, then the resigning Escrow Agent shall promptly refund the amount in the Fund to each prospective purchaser, without interest thereon or deductiondeduction by the Escrow Agent. The Escrow Agent shall continue to serve until its successor accepts the escrow and receives the Fund. The Company shall have the right at any time to remove the Escrow Agent and substitute a new escrow agent by giving notice thereof to the Escrow Agent then acting. Upon its resignation and delivery of the Fund as set forth in this Section 6, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the escrow contemplated by this Agreement. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Appears in 1 contract

Samples: Escrow Agreement (Tesseract Collective, Inc.)

Amendment; Resignation or Removal of Escrow Agent. This Agreement may be altered or amended only with the written consent of the Issuer Buyer, the Seller and the Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving written notice of such resignation to the Issuer Buyer and the Seller specifying a date when such resignation shall take effect and upon delivery of the Fund Escrow Amount to the successor escrow agent designated by the Issuer Buyer and Seller in writing. Such successor Escrow Exxxxx Agent shall become the Escrow Agent hereunder upon the resignation date specified in such noticewritten notice from the Escrow Agent, which shall in no event be earlier than sixty (60) days after receipt of such written resignation notice from the Escrow Agent by both Bxxxx and Seller. If the Company fails Buyer and the Seller fail to designate a successor Escrow Exxxxx Agent within thirty sixty (3060) days after such notice, then the resigning Escrow Agent shall promptly refund the amount in Escrow Amount to the Fund to each prospective purchaserBuyer, without interest thereon or deduction, except for wire transfer fees, if any. The Escrow Agent shall continue to serve until its successor accepts the escrow and receives the Fund. The Company shall have the right at any time to remove the Escrow Agent and substitute a new escrow agent by giving notice thereof to the Escrow Agent then actingAmount. Upon its resignation and delivery of the Fund Escrow Amount as set forth in this Section 65, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the escrow contemplated by this Agreement. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Appears in 1 contract

Samples: Escrow Agreement (Lazar David E.)

Amendment; Resignation or Removal of Escrow Agent. This Agreement may be altered or amended only with the written consent of the Issuer Company, the Investor and the Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving written notice of such resignation to the Issuer Company and the Investor specifying a date when such resignation shall take effect and upon delivery of the Fund Shares to the successor escrow agent designated by the Issuer Company and Investor in writing. Such successor Escrow Agent shall become the Escrow Agent hereunder upon the resignation date specified in such notice. If the Company fails and the Investor fail to designate a successor Escrow Agent within thirty (30) days after such notice, then the resigning Escrow Agent shall promptly refund the amount in Shares to the Fund to each prospective purchaser, without interest thereon or deductionPledgor. The Escrow Agent shall continue to serve until its successor accepts the escrow and receives the Fund. The Company shall have the right at any time to remove the Escrow Agent and substitute a new escrow agent by giving notice thereof to the Escrow Agent then actingShares. Upon its resignation and delivery of the Fund Shares as set forth in this Section 64, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the escrow contemplated by this Agreement. Without limiting the provisions of Section 8 hereof, the The resigning Escrow Agent shall be entitled to be reimbursed by the Issuer Company and the Investor for any expenses incurred in connection with its resignation, transfer of the Fund Shares to a successor escrow agent or distribution of the Fund Shares pursuant to this Section 64.

Appears in 1 contract

Samples: Escrow Agreement (Axxess Pharma Inc.)

Amendment; Resignation or Removal of Escrow Agent. This Agreement may be altered or amended only with the written consent of the Issuer Issuer, the Placement Agent and the Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving written notice of such resignation to the Issuer and the Placement Agent specifying a date when such resignation shall take effect and upon delivery of the Fund to the successor escrow agent designated by the Issuer or the Placement Agent in writing. Such successor Escrow Xxxxxx Agent shall become the Escrow Agent hereunder upon the resignation date specified in such notice. If the Company Issuer fails to designate a successor Escrow Xxxxxx Agent within thirty (30) days after such notice, then the resigning Escrow Agent shall promptly refund the amount in the Fund to each prospective purchaserInvestor, without interest thereon or deductiondeduction by the Escrow Agent. The Escrow Agent shall continue to serve until its successor accepts the escrow and receives the Fund. The Company Issuer shall have the right at any time to remove the Escrow Agent and substitute a new escrow agent by giving notice thereof to the Escrow Agent then acting. Upon its resignation and delivery of the Fund as set forth in this Section 6, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the escrow contemplated by this Agreement. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer and the Placement Agent for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Appears in 1 contract

Samples: Escrow Agreement (Flora Growth Corp.)

Amendment; Resignation or Removal of Escrow Agent. This Agreement may be altered or amended only with the written consent of the Issuer Issuer, the Placement Agents and the Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving written notice of such resignation to the Issuer and the Placement Agents specifying a date when such resignation shall take effect and upon delivery of the Fund to the successor escrow agent designated by the Issuer or the Placement Agents in writing. Such successor Escrow Agent shall become the Escrow Agent hereunder upon the resignation date specified in such notice. If the Company fails Issuer or the Placement Agents fail to designate a successor Escrow Agent within thirty (30) days after such notice, then the resigning Escrow Agent shall promptly refund the amount in the Fund to each prospective purchaser, without interest thereon or deduction. The Escrow Agent shall continue to serve until its successor accepts the escrow and receives the Fund. The Company Issuer shall have the right right, with the prior written consent of the Placement Agents, at any time to remove the Escrow Agent and substitute a new escrow agent by giving notice thereof to the Escrow Agent then acting. Upon its resignation and delivery of the Fund as set forth in this Section 6, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the escrow contemplated by this Agreement. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer and the Placement Agents for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Appears in 1 contract

Samples: Securities Purchase Agreement (RumbleON, Inc.)

Amendment; Resignation or Removal of Escrow Agent. This Agreement may be altered or amended only with the written consent of the Issuer Company and the Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving thirty (30) days’ advance written notice of such resignation to the Issuer Company and the Company Stockholder Representative specifying a date when such resignation shall take effect and upon delivery of the Fund Securities to the successor escrow agent designated by the Issuer Company and the Company Stockholder Representative in writing; provided that such resignation shall not take effect until a successor escrow agent has been appointed by the Company and the Company Stockholder Representative. Such successor Escrow Agent escrow agent shall become the Escrow Agent hereunder upon the resignation date specified in such notice. If the Company fails to designate a successor Escrow Agent within thirty (30) days after such notice, then the resigning Escrow Agent shall promptly refund the amount in the Fund to each prospective purchaser, without interest thereon or deduction. The Escrow Agent shall continue to serve until its successor accepts the escrow and receives the FundSecurities. The Company and the Company Stockholder Representative shall have the right at any time to jointly remove the Escrow Agent and substitute a new escrow agent by giving notice thereof to the Escrow Agent then acting. Upon its resignation and delivery of the Fund Securities as set forth in this Section 64, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the escrow agent relationship contemplated by this Agreement. Without limiting the provisions of Section 8 4 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer Company for any expenses incurred in connection with its resignation, transfer of the Fund Securities to a successor escrow agent or distribution of the Fund pursuant to this Section 6Exxxxx Agent.

Appears in 1 contract

Samples: Securities Escrow Agreement (SRIVARU Holding LTD)

Amendment; Resignation or Removal of Escrow Agent. This Agreement may be altered or amended only with the written consent of the Issuer and the Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving written notice of such resignation to the Issuer specifying a date when such resignation shall take effect and upon delivery of the Fund to the successor escrow agent designated by the Issuer in writing. Such successor Escrow Exxxxx Agent shall become the Escrow Agent hereunder upon the resignation date specified in such notice. If the Company Issuer fails to designate a successor Escrow Exxxxx Agent within thirty (30) days after such notice, then the resigning Escrow Agent shall promptly refund the amount in the Fund to each prospective purchaserPurchaser, without interest thereon or deductiondeduction by the Escrow Agent. The Escrow Agent shall continue to serve until its successor accepts the escrow and receives the Fund. The Company Issuer shall have the right at any time to remove the Escrow Agent and substitute a new escrow agent by giving notice thereof to the Escrow Agent then acting. Upon its resignation and delivery of the Fund as set forth in this Section 6, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the escrow contemplated by this Agreement. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Appears in 1 contract

Samples: Escrow Agreement (ZyVersa Therapeutics, Inc.)

Amendment; Resignation or Removal of Escrow Agent. This Agreement may be altered or amended only with the written consent of the Issuer Issuer, the Placement Agent and the Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving written notice of such resignation to the Issuer and the Placement Agent specifying a date when such resignation shall take effect and upon delivery of the Fund to the successor escrow agent designated by the Issuer or the Placement Agent in writing. Such successor Escrow Agent shall become the Escrow Agent hereunder upon the resignation date specified in such notice. If the Company fails to designate a successor Escrow Agent within thirty (30) days after such notice, then the resigning Escrow Agent shall promptly refund the amount in deposit the Fund to each prospective purchaser, without interest thereon or deductionwith any court it deems appropriate. The Escrow Agent shall continue to serve until its successor accepts the escrow and receives the Fund. The Company shall have the right at any time to remove the Escrow Agent and substitute a new escrow agent by giving notice thereof to the Escrow Agent then acting. Upon its resignation and delivery of the Fund as set forth in this Section 6, . the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the escrow contemplated by this Agreement. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer and the Placement Agent for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Appears in 1 contract

Samples: Securities Purchase Agreement (Biozone Pharmaceuticals, Inc.)

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Amendment; Resignation or Removal of Escrow Agent. This Agreement may be altered or amended only with the written consent of the Issuer Issuer, the Placement Agent and the Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving written notice of such resignation to the Issuer and the Placement Agent specifying a date when such resignation shall take effect and upon delivery of the Fund to the successor escrow agent designated by the Issuer in writing. Such successor Escrow Agent shall become the Escrow Agent hereunder upon the resignation date specified in such notice. If the Company Issuer fails to designate a successor Escrow Agent within thirty (30) days after such notice, then the resigning Escrow Agent shall promptly refund the amount in the Fund to each prospective purchaser, without interest thereon or deduction. The Escrow Agent shall continue to serve until its successor accepts the escrow and receives the Fund. The Company Issuer shall have the right at any time to remove the Escrow Agent and substitute a new escrow agent by giving notice thereof to the Escrow Agent then acting. Upon its resignation and delivery of the Fund as set forth in this Section 6, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the escrow contemplated by this Agreement. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer and the Placement Agent for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Appears in 1 contract

Samples: Escrow Agreement (GlobalOptions Group, Inc.)

Amendment; Resignation or Removal of Escrow Agent. This (a) The provisions of this Agreement may be altered waived, altered, amended or amended supplemented, in whole or in part, only with by a writing signed by each of Parent, the written consent of the Issuer Representative and the Escrow Agent. . (b) The Escrow Agent (a) may resign and be discharged from its duties or obligations hereunder at any time by giving written thirty (30) calendar days advance notice in writing of such resignation to the Issuer Parties specifying a date when such resignation shall take effect and upon delivery of the Fund or (b) may be removed, with or without cause, by Parent at any time by providing written notice to the successor escrow agent designated by the Issuer in writingEscrow Agent. Such successor Escrow Agent shall become Any corporation or association into which the Escrow Agent hereunder upon may be merged or converted or with which it may be consolidated, or any corporation or association to which all or substantially all of the resignation date specified in such notice. If escrow business of the Company fails to designate a successor Escrow Agent’s line of business may be transferred, shall be the Escrow Agent within under this Agreement without further act. The Escrow Agent’s sole responsibility after such thirty (30) days day notice period expires or after such notice, then receipt of written notice of removal shall be to hold and safeguard the resigning Escrow Agent shall promptly refund Escrowed Shares and to deliver the amount in the Fund same (i) to each prospective purchaser, without interest thereon a substitute or deduction. The Escrow Agent shall continue to serve until its successor accepts the escrow and receives the Fund. The Company shall have the right at any time to remove the Escrow Agent and substitute a new escrow agent by giving notice thereof pursuant to the Escrow Agent then acting. Upon its resignation and delivery of the Fund a written designation from Parent, (ii) as set forth in this Section 6a Joint Written Instruction or (iii) in accordance with the directions of a Final Determination, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate. In the event the Escrow Agent resigns, if Parent has failed to appoint a successor escrow agent prior to the expiration of thirty (30) calendar days following receipt of the notice of resignation, the Escrow Agent shall be discharged may petition any court of and from any and all further obligations arising in connection with competent jurisdiction for the escrow contemplated by this Agreement. Without limiting the provisions appointment of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund to such a successor escrow agent or distribution for other appropriate relief, and any such resulting appointment shall be binding upon all of the Fund pursuant to this Section 6Parties hereto.

Appears in 1 contract

Samples: Merger Agreement (JetPay Corp)

Amendment; Resignation or Removal of Escrow Agent. This Agreement may be altered or amended only with the written consent of the Issuer Company, the Investor and the Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving written notice of such resignation to the Issuer Company and the Investor specifying a date when such resignation shall take effect and upon delivery of the Fund Shares to the successor escrow agent designated by the Issuer Company and Investor in writing. Such successor Escrow Agent shall become the Escrow Agent hereunder upon the resignation date specified in such notice. If the Company fails and the Investor fail to designate a successor Escrow Agent within thirty (30) days after such notice, then the resigning Escrow Agent shall promptly refund the amount in Certificates to the Fund to each prospective purchaser, without interest thereon or deductionCompany. The Escrow Agent shall continue to serve until its successor accepts the escrow and receives the Fund. The Company shall have the right at any time to remove the Escrow Agent and substitute a new escrow agent by giving notice thereof to the Escrow Agent then actingCertificates. Upon its resignation and delivery of the Fund Certificates as set forth in this Section 64, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the escrow contemplated by this Agreement. Without limiting the provisions of Section 8 hereof, the The resigning Escrow Agent shall be entitled to be reimbursed by the Issuer Company and the Investor for any expenses incurred in connection with its resignation, transfer of the Fund Certificates to a successor escrow agent or distribution of the Fund Certificates pursuant to this Section 64.

Appears in 1 contract

Samples: Escrow Agreement (Soul & Vibe Interactive Inc.)

Amendment; Resignation or Removal of Escrow Agent. This Agreement may be altered or amended only with the written consent of the Issuer and the Escrow Agentparties hereto. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving written notice of such resignation to the Issuer specifying a date when such resignation shall take effect and upon delivery of the Fund to the successor escrow agent designated by the Issuer in writing. Such successor Escrow Agent shall become the Escrow Agent hereunder upon the resignation date specified in such notice. If the Company Issuer fails to designate a successor Escrow Agent within thirty (30) days after such notice, then the resigning Escrow Agent shall promptly refund the amount in the Fund to each prospective purchaser, without interest thereon or deduction. The Escrow Agent shall continue to serve until its successor accepts the escrow and receives the Fund. The Company Issuer shall have the right at any time to remove the Escrow Agent and substitute a new escrow agent by giving notice thereof to the Escrow Agent then acting. Upon its resignation and delivery of the Fund as set forth in this Section 6, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the escrow contemplated by this Agreement. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Appears in 1 contract

Samples: Escrow Agreement (Campagna Motors USA Inc.)

Amendment; Resignation or Removal of Escrow Agent. This Agreement may be altered or amended only with the written consent of the Issuer Company and the Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving written notice of such resignation to the Issuer Company and the Shareholder specifying a date when such resignation shall take effect and upon delivery of the Fund Securities to the successor escrow agent designated by the Issuer Company and the Shareholder in writing. Such successor Escrow Agent escrow agent shall become the Escrow Agent hereunder upon the resignation date specified in such notice. If the Company fails to designate a successor Escrow Agent within thirty (30) days after such notice, then the resigning Escrow Agent shall promptly refund the amount in the Fund to each prospective purchaser, without interest thereon or deduction. The Escrow Agent shall continue to serve until its successor accepts the escrow and receives the FundSecurities. The Company and the Shareholder shall have the right at any time to jointly remove the Escrow Agent and substitute a new escrow agent by giving notice thereof to the Escrow Agent then acting. Upon its resignation and delivery of the Fund Securities as set forth in this Section 64, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the escrow agent relationship contemplated by this Agreement. Without limiting the provisions of Section 8 4 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer Company for any expenses incurred in connection with its resignation, transfer of the Fund Securities to a successor escrow agent or distribution of the Fund pursuant to this Section 6Escrow Agent.

Appears in 1 contract

Samples: Securities Escrow Agreement (VISION HYDROGEN Corp)

Amendment; Resignation or Removal of Escrow Agent. This Agreement may be altered or amended only with the pursuant to a written consent of the Issuer and the Escrow Agentinstrument, referencing this Section 6, signed by all parties hereto. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving written notice of such resignation to (i) Ignyte (if the Issuer resignation occurs prior to the closing of the Business Combination) or the Company (if the resignation occurs after the closing of the Business Combination) and (ii) the Investor specifying a date when such resignation shall take effect and upon delivery of the Fund Escrowed Funds to the successor escrow agent designated by the Issuer Investor in writing. Such successor Escrow Xxxxxx Agent shall become the Escrow Agent hereunder upon the resignation date specified in such notice. If the Company fails to designate a successor Escrow Agent within thirty (30) days after such notice, then the resigning Escrow Agent shall promptly refund the amount in the Fund to each prospective purchaser, without interest thereon or deduction. The Escrow Agent shall continue to serve until its successor accepts the escrow and receives the FundEscrowed Funds. The Company Investor shall have the right at any time to remove the Escrow Agent and substitute a new escrow agent by giving written notice thereof to the Escrow Agent then acting, and Ignyte or the Company, as applicable. Upon its resignation and delivery of the Fund Escrowed Funds as set forth in this Section 6, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the escrow contemplated by this Agreement. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by Xxxxxx or the Issuer Company, as applicable, for any expenses incurred in connection with its resignation, transfer of the Fund Escrowed Funds to a successor escrow agent or distribution of the Fund Escrowed Funds pursuant to this Section 6.

Appears in 1 contract

Samples: Forward Share Purchase Agreement (Ignyte Acquisition Corp.)

Amendment; Resignation or Removal of Escrow Agent. This Agreement may be altered or amended only with the written consent of the Issuer Buyer, the Sellers and the Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving 30 days’ written notice of such resignation to the Issuer Buyer and the Sellers specifying a date when such resignation shall take effect and upon delivery of the Fund property in the Escrow Account to the successor escrow agent designated by the Issuer Buyer and the Sellers in writing. Such successor Escrow Agent shall become the Escrow Agent hereunder upon the resignation date specified in such notice. If the Company fails Buyer and the Sellers fail to designate a successor Escrow Agent within thirty (30) 30 days after such notice, then the resigning Escrow Agent shall promptly refund return the amount in cash deposited by the Fund Buyer into the Escrow Account to each prospective purchaserthe Buyer, without interest thereon or deduction, shall transfer to Xxxx any interest accrued on said cash, and shall transfer to the Sellers the Shares in the following denominations: to Xxxx, 2,179,068 shares and to Cho 13,416 shares. The Escrow Agent shall continue to serve until its successor accepts the escrow and receives the Fund. The Company shall have the right at any time to remove the Escrow Agent and substitute a new escrow agent by giving notice thereof to the Escrow Agent then actingAccount. Upon its resignation and delivery of the Fund Escrow Account as set forth in this Section 65, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the escrow contemplated by this Agreement. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cryo Cell International Inc)

Amendment; Resignation or Removal of Escrow Agent. This Agreement may be altered or amended only with the written consent of the Issuer Company and the Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving written notice of such resignation to the Issuer Company and the Shareholder specifying a date when such resignation shall take effect and upon delivery of the Fund Escrow Shares to the successor escrow agent designated by the Issuer Company and the Shareholder in writing. Such successor Escrow Agent escrow agent shall become the Escrow Agent hereunder upon the resignation date specified in such notice. If the Company fails to designate a successor Escrow Agent within thirty (30) days after such notice, then the resigning Escrow Agent shall promptly refund the amount in the Fund to each prospective purchaser, without interest thereon or deduction. The Escrow Agent shall continue to serve until its successor accepts the escrow and receives the FundEscrow Shares. The Company and the Shareholder shall have the right at any time to jointly remove the Escrow Agent and substitute a new escrow agent by giving notice thereof to the Escrow Agent then acting. Upon its resignation and delivery of the Fund Escrow Shares as set forth in this Section 64, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the escrow agent relationship contemplated by this Agreement. Without limiting the provisions of Section 8 4 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer Company for any expenses incurred in connection with its resignation, transfer of the Fund Escrow Shares to a successor escrow agent or distribution of the Fund pursuant to this Section 6Xxxxxx Agent.

Appears in 1 contract

Samples: Securities Escrow Agreement (Foxx Development Holdings Inc.)

Amendment; Resignation or Removal of Escrow Agent. This Agreement may be altered or amended only with the written consent of the Issuer Issuer, the Placement Agent and the Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving written notice of such resignation to the Issuer and the Placement Agent specifying a date when such resignation shall take effect and upon delivery of the Fund to the successor escrow agent designated by the Issuer and the Placement Agent in writing. Such successor Escrow Agent escrow agent shall become the Escrow Agent hereunder upon the resignation date specified in such notice. If the Company fails Issuer and the Placement Agent fail to designate a successor Escrow Agent within thirty (30) days after such notice, then the resigning Escrow Agent shall promptly refund the amount in the Fund to each prospective purchaserInvestor, without interest thereon or deduction. The Escrow Agent shall continue to serve until its successor accepts the escrow and receives the Fund. The Company Issuer shall have the right at any time to remove the Escrow Agent and substitute a new escrow agent by giving notice thereof to the Escrow Agent then acting. Upon its resignation and delivery of the Fund as set forth in this Section 6, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the escrow contemplated by this Agreement, except in the case of willful misconduct or gross negligence by the Escrow Agent. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer and the Placement Agent for any reasonable expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

Appears in 1 contract

Samples: Escrow Agreement (Ampio Pharmaceuticals, Inc.)

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