Common use of Resignation and Removal of the Escrow Agent Clause in Contracts

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such not less than thirty (30) calendar days following the giving of prior written notice thereof to the Shareholders and Parent. In addition, the Escrow Agent may be removed and replaced on a date designated in a written instrument signed by the Shareholders and Parent and delivered to the Escrow Agent. Notwithstanding the foregoing, no such resignation or removal shall be effective until a successor escrow agent has acknowledged its appointment as such as provided in paragraph (c) below. In either event, upon the effective date of such resignation or removal, the Escrow Agent shall deliver the Escrow Shares and any dividends and other distributions received in respect thereof and not previously distributed to Parent or the Shareholders, together with earnings thereon, if any, to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Shares as such successor may reasonably request.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hotjobs Com LTD), Escrow Agreement (Hotjobs Com LTD)

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Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such not less than thirty (30) calendar days following the giving of prior written notice thereof to the Shareholders Representative and the Parent. In addition, the Escrow Agent may be removed and replaced on a date designated in a written instrument signed by the Shareholders Representative and the Parent and delivered to the Escrow Agent. Notwithstanding the foregoing, no such resignation or removal shall be effective until a successor escrow agent has acknowledged its appointment as such as provided in paragraph (c) below. In either event, upon the effective date of such resignation or removal, the Escrow Agent shall deliver the Escrow Shares Shares, the executed stock transfer powers relating thereto, and any dividends and other distributions received in respect thereof and not previously distributed to the Parent or the ShareholdersStockholders, together with earnings thereon, if any, to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Shares as such successor may reasonably request.

Appears in 1 contract

Samples: Escrow Agreement (Symbion Inc/Tn)

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such not less than effective thirty (30) calendar days following the giving of prior written notice thereof to the Shareholders Capital and ParentNHG. In addition, the Escrow Agent may be removed and replaced on on: (i) a date designated in a written instrument signed by the Shareholders Capital and Parent NHG and delivered to the Escrow Agent, and (ii) payment to the Escrow Agent of all then-outstanding Escrow Fees. Notwithstanding the foregoing, no such resignation or removal shall be effective until a successor escrow agent has acknowledged its appointment as such as provided in paragraph (cSection 12(c) below. In either event, upon the effective date of such resignation or removal, the Escrow Agent shall deliver the property comprising the Escrow Shares and any dividends and other distributions received in respect thereof and not previously distributed to Parent or (including, without limitation, the Shareholders, together with earnings thereon, if any, Escrow Assets) to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Shares as such successor may reasonably request.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Capital Title Group Inc)

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such not less than thirty (30) calendar days following the giving of prior written notice thereof to the Shareholders Escrow Representative and the Parent. In addition, the Escrow Agent may be removed and replaced on a date designated in a written instrument signed by the Shareholders Escrow Representative and the Parent and delivered to the Escrow Agent. Notwithstanding the foregoing, no such resignation or removal shall be effective until a successor escrow agent has acknowledged its appointment as such as provided in paragraph (c) below. In either event, upon the effective date of such resignation or removal, the Escrow Agent shall deliver the Escrow Shares Shares, the executed stock transfer powers relating thereto, and any dividends and other distributions received in respect thereof and not previously distributed to the Parent or the ShareholdersCompany Stockholders, together with earnings thereon, if any, to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Shares as such successor may reasonably request.

Appears in 1 contract

Samples: Escrow Agreement (Metromedia Fiber Network Inc)

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such not less than thirty (30) calendar days following the giving of prior written notice thereof to the Shareholders and Parent. In addition, the Escrow Agent may be removed and replaced on a date designated in a written instrument signed by the Shareholders and Parent and delivered to the Escrow Agent. Notwithstanding the foregoing, no such resignation or removal shall be effective until a successor escrow agent has acknowledged its appointment as such as provided in paragraph (c) below. In either event, upon the effective date of such resignation or removal, the Escrow Agent shall deliver the Escrow Shares and any dividends and other distributions received in respect thereof and not previously distributed to Parent or the Shareholders, together with earnings thereon, if any, to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Shares as such successor may reasonably request.

Appears in 1 contract

Samples: Escrow Agreement (Graham Field Health Products Inc)

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Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such not less than thirty (30) calendar days following the giving of prior written notice thereof to the Shareholders Motion 2000 and ParentPurchaser. In addition, the Escrow Agent may be removed and replaced on a date designated in a written instrument signed by the Shareholders Motion 2000 and Parent Purchaser and delivered to the Escrow Agent. Notwithstanding the foregoing, no such resignation or removal shall be effective until a successor escrow agent has acknowledged its appointment as such as provided in paragraph (c) below. In either event, upon the effective date of such resignation or removal, the Escrow Agent shall deliver the Escrow Shares and Shares, any dividends and other distributions received in respect thereof of the Escrow Shares and not previously distributed to Parent or the ShareholdersMotion 2000, together with earnings thereon, if any, to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Shares as such successor may reasonably request.

Appears in 1 contract

Samples: Escrow Agreement (Graham Field Health Products Inc)

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such not less than thirty (30) calendar days following the giving of prior written notice thereof to each of the Shareholders Stockholders and ParentFIND. In addition, the Escrow Agent may be removed and replaced on a date designated in a written instrument signed by each of the Shareholders Stockholders and Parent FIND and delivered to the Escrow Agent. Notwithstanding the foregoing, no such resignation or removal shall be effective until a successor escrow agent has acknowledged its appointment as such as provided in paragraph (c) below. In either event, upon Upon the effective date of such resignation or removal, the Escrow Agent shall deliver the Exchange Cash, the Escrow Shares and any dividends and other distributions received in respect thereof and not previously distributed remaining Stock Powers to Parent or the Shareholders, together with earnings thereonsuccessor escrow agent, if any, or if none, to such successor escrow agenta court of competent jurisdiction, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Exchange Cash, the Escrow Shares and the Stock Powers as any such successor may reasonably request.

Appears in 1 contract

Samples: Escrow Agreement (Find SVP Inc)

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