Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days' advance notice in writing of such resignation to the Company, TipTop and the Sponsor, specifying a date when such resignation a date when such resignation shall take effect; provided that such resignation shall not take effect until a successor Escrow Agent has been appointed in accordance with this Section 6. If the Company, TipTop and the Sponsor have failed to appoint a
... successor Escrow Agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. The Escrow Agent's sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Shares (without any obligation to reinvest the same) and to deliver the same to a designated substitute Escrow Agent, if any, or in accordance with the directions of an Order or judgement of a court of competent jurisdiction, at which time of delivery, the Escrow Agent's obligations hereunder shall cease and terminate, subject to the provisions of Section 8. In accordance with Section 8, the Escrow Agent shall have the right to withhold, as security, an amount of shares equal to any dollar amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of this Agreement. 5 (b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
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Succession.
(a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving
thirty (30) days' ten (10) Business Days (as defined below) advance notice in writing of such resignation to the
Company, TipTop and the Sponsor, other parties hereto specifying
a date when such resignation a date when such resignation shall take
effect; provided that such resignation shall not take effect until a successor Escrow Agent has been appointed in accordance with this Section 6. If... the Company, TipTop and the Sponsor have failed to appoint a successor Escrow Agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. effect. The Escrow Agent's sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Shares (without any obligation to reinvest the same) and to deliver the same to a designated substitute Escrow Agent, if any, or in accordance with the directions of an Order or judgement of a court of competent jurisdiction, at which time of delivery, the Escrow Agent's obligations hereunder shall cease and terminate, subject to the provisions of Section 8. In accordance with Section 8, the Escrow Agent shall have the right to withhold, as security, withhold an amount of shares equal to any dollar amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of this the Escrow Agreement. 5 (b) Any entity corporation or association into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, consolidated shall be the Escrow Agent under this Escrow Agreement without further act.
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Succession.
(a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving
no less than thirty (30)
days' days advance notice in writing of such resignation to the
Company, TipTop and Parties or may be removed, with or without cause, by the
Sponsor, specifying a date when such resignation a date when such resignation shall take effect; provided that such resignation shall Parties at any time after giving not
take effect until a successor Escrow Agent has been appointed... in accordance with this Section 6. If the Company, TipTop and the Sponsor have failed to appoint a successor Escrow Agent prior to the expiration of less than thirty (30) days following receipt of the advance joint written notice of resignation, the to Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. The Agent. Escrow Agent's sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Shares Deposit (without any obligation to reinvest the same) and to deliver the same to a designated substitute Escrow Agent, escrow agent, if any, appointed by the Parties, or such other person designated by the Parties, or in accordance with the directions of an Order or judgement of a final, non-appealable court of competent jurisdiction, order, at which time of delivery, the Escrow Agent's obligations hereunder shall cease and terminate, subject terminate. If prior to the provisions effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent to deliver the Escrow Deposit to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) interplead the Escrow Deposit with a court located in the State of Section 8. In accordance New York and the costs, expenses and reasonable attorney's fees which are incurred in connection with Section 8, such proceeding may be charged against and withdrawn from the Escrow Deposit; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall have deliver the right to withhold, as security, an amount of shares equal Escrow Deposit to any dollar amount due appointed successor escrow agent, at which time Escrow Agent's obligations under this Agreement shall cease and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of this Agreement. 5 (b) terminate. Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
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Succession.
(a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving
not less than thirty (30)
days' days advance notice in writing of such resignation to the
Company, TipTop and Parties or may be removed, with or without cause, by the
Sponsor, specifying a date when such resignation a date when such resignation shall take effect; provided that such resignation shall Parties at any time after giving not
take effect until a successor Escrow Agent has been... appointed in accordance with this Section 6. If the Company, TipTop and the Sponsor have failed to appoint a successor Escrow Agent prior to the expiration of less than thirty (30) days following receipt of the prior joint written notice of resignation, to the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. Agent. The Escrow Agent's sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Shares Escrowed Funds (without any obligation to reinvest the same) and to deliver the same to a designated substitute Escrow Agent, escrow agent, if any, appointed by the Parties (or only the Trustee after its delivery of a Notice of Exclusive Control to the Escrow Agent), or in accordance with the directions of an Order or judgement of a final court of competent jurisdiction, order, at which time of delivery, the Escrow Agent's obligations hereunder shall cease and terminate, subject terminate. If prior to the provisions effective resignation or removal date, the Parties (or the Trustee after its delivery of Section 8. In accordance with Section 8, a Notice of Exclusive Control to the Escrow Agent) have failed to appoint a successor escrow agent, or to instruct the Escrow Agent shall have to deliver the right Escrowed Funds to withhold, another person as security, an amount of shares equal provided above, or if such delivery is contrary to applicable law, at any dollar amount due and owing to time on or after the Escrow Agent, plus any costs and expenses effective resignation date, the Escrow Agent shall reasonably believe either (a) may be interplead the Escrowed Funds with a court located in the State of New York and the costs, expenses and reasonable attorney's fees which are incurred by the Escrow Agent in connection with such proceeding shall be paid by the termination Issuer; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of the Escrow Agent. The Escrow Agent shall deliver the Escrowed Funds to any appointed successor escrow agent, at which time the Escrow Agent's obligations under this Agreement. 5 (b) Agreement shall cease and terminate. Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
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Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30)
days' days advance notice in writing of such resignation to the
Company, TipTop and the Sponsor, Parties specifying
a date when such resignation a date when such resignation shall take
effect; provided that such resignation shall not take effect until a successor Escrow Agent has been appointed in accordance with this Section 6. effect. If the
Company, TipTop and the Sponsor Parties... have failed to appoint a successor Escrow Agent escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent escrow agent within relevant jurisdiction or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties Parties hereto. The Escrow Agent's sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Escrowed Shares (without any obligation to reinvest the same) and to deliver the same to a designated substitute Escrow Agent, escrow agent, if any, or in accordance with the directions of an Order a final order or judgement judgment of a court of competent jurisdiction, at which time of delivery, the delivery Escrow Agent's obligations hereunder shall cease and terminate, subject to the provisions of Section 8. 9 hereunder. In accordance with Section 8, 9 below, the Escrow Agent shall have the right to withhold, as security, withhold an amount of shares equal to 50% of any dollar amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of this Agreement. 5 the Agreement divided by the closing price per share on the principal trading market for Buyer's common stock on the immediately preceding trading day. (b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
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Succession. (a)
The Parties, acting jointly, may remove the Escrow Agent at any time, with or without cause, by giving to the Escrow Agent fifteen (15) calendar days' advance notice in writing of such removal signed by the authorized representatives identified on Schedule 1. The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days' advance notice in writing of such resignation to
the Company, TipTop Parent, Purchaser and
the Sponsor, Members'... Representative specifying a date when such resignation a date when such resignation shall take effect; effect, provided that such resignation shall not take effect until a successor Escrow Agent has been appointed in accordance with this Section 6. 5. If the Company, TipTop Purchaser and the Sponsor Members' Representative have failed to appoint a mutually acceptable successor Escrow Agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. The Escrow Agent's sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Shares Consideration (without any obligation to reinvest the same) and to deliver the same to a designated substitute Escrow Agent, if any, or in accordance with the directions of an Order a final order or judgement of a court of competent jurisdiction, at which time of delivery, delivery the Escrow Agent's obligations hereunder shall cease ease and terminate, subject to the provisions of Section 8. 7 below. In accordance with Section 8, 7 below, the Escrow Agent shall have the right to withhold, as security, an amount of shares equal to any dollar amount due and owing to the Escrow Agent, Agent in connection with this Agreement, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of this Agreement. 5 4 (b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
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