Appointment of Successor Escrow Agent. If at any time the Escrow Agent shall resign, be removed, or otherwise become incapable of acting as escrow agent pursuant to this Agreement, or if at any time a vacancy shall occur in the office of the Escrow Agent for any other cause, a qualified successor escrow agent shall be appointed by the Parties (other than the Escrow Agent) by a written instrument with the successor escrow agent that is approved and ordered by the Court. If no qualified successor escrow agent has been appointed at the effective date of resignation or removal of the Escrow Agent or within thirty (30) days after the time the Escrow Agent became incapable of acting as the Escrow Agent or a vacancy occurred in the office of the Escrow Agent, any Party hereto (other than the Escrow Agent) may petition the Court for an appointment of a qualified successor escrow agent, and the Escrow Agent shall have the right to refuse to make any payments from the Class Settlement Interchange Escrow Account(s) until a qualified successor escrow agent is appointed and has accepted such appointment. Upon the appointment and acceptance of any qualified successor escrow agent hereunder, the Escrow Agent shall transfer the contents of the Class Settlement Interchange Escrow Account(s) to its successor. Upon receipt by the successor escrow agent of those contents, the Escrow Agent shall be discharged from any continuing duties or obligations under this Agreement, but such discharge shall not relieve the Escrow Agent from any powers, duties, and obligations of the Escrow Agent under this Escrow Agreement arising prior to its replacement.
Appointment of Successor Escrow Agent. In case the Escrow Agent hereunder shall resign or be removed, or be dissolved, or shall be in the course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case it shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by the City and the County by an instrument executed and signed by the duly authorized officer of each.
Appointment of Successor Escrow Agent. TMPA and the Participating Public Entities together may terminate the appointment of the Escrow Agent hereunder by giving a joint written notice specifying the date upon which such termination shall take effect. In the event of such termination, TMPA and the Participating Public Entities shall within thirty (30) days of such notice jointly appoint a successor escrow agent, and the Escrow Agent shall deliver all amounts in the Escrow Account to such successor escrow agent.
Appointment of Successor Escrow Agent. If no successor escrow agent shall have been appointed and shall have accepted such appointment within thirty (30) days after such notice of resignation, the resigning escrow agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent, or any registered holder of the Refunded 2006 Bank Bonds who has been a bona fide holder for at least six (6) months may, on behalf of himself and others similarly situated, petition any such court for the appointment of a successor escrow agent. Such court may thereupon, after such notice, if any, as it may deem proper and prescribed, appoint a successor escrow agent. Any resignation by the Escrow Agent and appointment of a successor escrow agent in accordance with the provisions set forth herein shall become effective upon acceptance of appointment by the successor escrow agent in accordance with the provisions set forth herein. Any successor escrow agent appointed under the provisions of this Agreement shall be a corporation organized and doing business under the laws of the United States or any state authorized under such laws to exercise corporate trust powers, having its principal office and place of business in any state, having a combined capital and surplus of at least $50,000,000, and subject to supervision or examination by federal or state authority. If such corporation published reports of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Escrow Agent shall cease to be eligible in accordance herewith, the Escrow Agent shall resign immediately in the manner and with the effect specified in Section 3.05 hereof.
Appointment of Successor Escrow Agent. If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because the Stockholders and RBC are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a successor escrow agent and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the Escrow Agent shall be a Permitted Bank (as defined in Section 3(a)) qualified to do business in the State of Illinois.
Appointment of Successor Escrow Agent. In case the Escrow Agent hereunder shall (a) resign pursuant to Section 4.3 hereof, (b) be removed pursuant to Section 4.4 hereof, or (c) be dissolved, taken under the control of any public officer or officers or of a receiver appointed by the court, or otherwise become incapable of acting hereunder, a successor will be appointed by Quepasa with the consent of the Shareholder Representative (which consent shall not be unreasonably withheld). If no successor Escrow Agent shall have been so appointed and have accepted appointment within 30 days of the giving of written notice by the resigning Escrow Agent or within 30 days of the giving of written notice of removal by the Shareholder Representative and Quepasa or within 30 days of the Shareholder Representative's or Quepasa's knowledge of any of the events specified in clause (c) of the preceding sentence, the Escrow Agent, the Shareholder Representative, the Shareholders, Quepasa or any of them may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent. Every such successor Escrow Agent appointed pursuant to the provisions of this Section 4.5 shall be willing to accept the trusteeship of the Escrowed Shares under the terms and conditions of this Agreement. Notwithstanding Section 4.4 or 4.5 or any other provision contained in this Agreement to the contrary, no resignation or removal of an Escrow Agent shall take effect until a duly appointed successor Escrow Agent has received the full amount of the Escrowed Shares.
Appointment of Successor Escrow Agent. If at any time the Escrow Agent shall resign or be removed or if at any time a vacancy shall occur in the office of the Escrow Agent for any other cause, a successor escrow agent shall be appointed by a written instrument executed by Young and Bio Dental and delivered to the Escrow Agent and the successor escrow agent. Upon acceptance of said instrument by the successor escrow agent, the resignation or removal of the Escrow Agent shall become effective and such successor escrow agent shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder. If no successor escrow agent shall have been appointed at the effective date of resignation of the Escrow Agent, the Escrow Agent or either other party hereto shall petition a court of competent jurisdiction for the appointment of a successor and the Escrow Agent's duties shall be purely ministerial until such appointment is effective.
Appointment of Successor Escrow Agent. In the event the Escrow Agent resigns and is discharged from its duties or obligations under the Escrow Agreement, BCC will designate a successor Escrow Agent prior to the expiration of the ten-day period following the notice date of the Escrow Agent's resignation, by giving written notice to the Escrow Agent and the Shareholders. BCC may appoint a successor Escrow Agent without the consent of the Shareholders 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, which consent shall not be unreasonably withheld.
Appointment of Successor Escrow Agent. 6.1 The parties agree that the Escrow Agent shall be released from all obligations hereunder upon:
Appointment of Successor Escrow Agent. In the event the Escrow Agent resigns and is discharged from its duties or obligations under the Indemnity Escrow Agreement or Earnout Escrow Agreement, BCC will designate a successor Escrow Agent prior to the expiration of the ten-day period following the notice date of the Escrow Agent's resignation, by giving written notice to the Indemnity Escrow Agent or Earnout Escrow Agent, as the case may be, and the Stockholder Representative. BCC may appoint a successor Escrow Agent without the consent of the Escrow Stockholders 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 Stockholder Representative, which consent shall not be unreasonably withheld.
