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

Resignation and Removal of the Escrow Agent. The Escrow Agent may resign as escrow agent at any time, with or without cause, with respect to the Escrow Fund by giving at least 30 days’ prior written notice to each of Purchaser and the Sellers’ Representative, such resignation to be effective 30 days following the date such notice is given. In addition, Purchaser and the Sellers’ Representative may jointly remove the Escrow Agent as escrow agent at any time, with or without cause, by an instrument executed by Purchaser and the Sellers’ Representative (which may be executed in counterparts) given to the Escrow Agent, which instrument shall designate the effective date of such removal. In the event of any such resignation or removal, a successor escrow agent, which shall be a bank or trust company organized in the United States of America having (or if such bank or trust company is a member of a bank company, its bank holding company shall have) a combined capital and surplus of not less than $50,000,000, shall be appointed by Purchaser on the terms of this Agreement with the written approval of the Sellers’ Representative, which approval shall not be unreasonably withheld or delayed. In the event that a successor escrow agent has not been appointed within 30 days after notice of the Escrow Agent’s resignation or removal, the Escrow Agent shall be entitled to petition a court of competent jurisdiction to have a successor escrow agent appointed. Any such successor escrow agent shall deliver to Purchaser and the Sellers’ Representative, a written instrument accepting such appointment, and thereupon it shall succeed to all the rights and duties of the Escrow Agent hereunder and shall be entitled to receive possession of the Escrow Fund. Upon receipt of the identity of the successor Escrow Agent, the Escrow Agent shall deliver the Escrow Fund then held hereunder to the successor Escrow Agent.

Resignation and Removal of the Escrow Agent. The Escrow Agent may resign as escrow agent from the performance of its duties hereunder at any time, with or without cause, with respect to the Escrow Fund time by giving at least 30 thirty (30) days’ ' prior written notice to each of Purchaser Parent and the Sellers’ Representative, such resignation to Stockholder Representatives or may be effective 30 days following the date such notice is given. In addition, Purchaser and the Sellers’ Representative may jointly remove the Escrow Agent as escrow agent at any timeremoved, with or without cause, by an instrument executed Parent at any time by Purchaser and the Sellers’ Representative giving of thirty (which may be executed in counterparts30) given days' prior written notice to the Escrow Agent, which instrument . Such resignation or removal shall designate take effect upon the effective date appointment of such removala successor escrow agent as provided herein. In the event of Upon any such notice of resignation or removal, Parent and the Stockholder Representatives shall appoint a successor escrow agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $100,000,000. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor escrow agent, which such successor escrow agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be a bank or trust company organized in the United States of America having (or if such bank or trust company is a member of a bank companydischarged from its duties and obligations under this Agreement, its bank holding company shall have) a combined capital and surplus of not less than $50,000,000, shall be appointed by Purchaser on the terms of this Agreement with the written approval of the Sellers’ Representative, which approval but shall not be unreasonably withheld or delayeddischarged from any liability for actions taken as Escrow Agent hereunder prior to such succession. In the event that a successor escrow agent has not been appointed within 30 days after notice of the After any retiring Escrow Agent’s 's resignation or removal, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent shall be entitled to petition a court of competent jurisdiction to have a successor escrow agent appointed. Any such successor escrow agent shall deliver to Purchaser and the Sellers’ Representative, a written instrument accepting such appointment, and thereupon it shall succeed to all the rights and duties of the Escrow Agent hereunder and shall be entitled to receive possession of the Escrow Fund. Upon receipt of the identity of the successor Escrow Agent, the Escrow Agent shall deliver the Escrow Fund then held hereunder to the successor Escrow Agentunder this Agreement.

Resignation and Removal of the Escrow Agent. The Escrow Agent may resign as escrow agent from the performance of its duties hereunder at any time, with or without cause, with respect to the Escrow Fund time by giving at least 30 10 days’ prior written notice to each of Purchaser and the Sellers’ Representative, such resignation to be effective 30 days following the date such notice is givenParties. In addition, Purchaser and the Sellers’ Representative may jointly remove the The Escrow Agent may be removed as escrow agent at any timeEscrow Agent hereunder, with or without cause, by an instrument executed the Parties, acting collectively, by Purchaser and the Sellers’ Representative (which may be executed in counterparts) given furnishing collective written instructions to the Escrow Agent, which instrument at any time by the giving of 10 days’ prior written notice to the Escrow Agent. Such resignation or removal shall designate take effect upon the effective date appointment of such removala successor Escrow Agent or upon payment of the Escrow to the registry of court of competent jurisdiction, as provided herein below. In the event of Upon any such notice of resignation or removal, the Parties shall collectively appoint a successor escrow agentEscrow Agent hereunder, which shall be a bank or commercial bank, trust company organized in the United States of America having (or if such bank or trust company is a member of a bank company, its bank holding company shall have) other financial institution with a combined capital and surplus in excess of $100,000,000. If TAS and TIMCO have not less than $50,000,000, shall be collectively appointed by Purchaser on the terms of this Agreement with the written approval of the Sellers’ Representative, which approval shall not be unreasonably withheld or delayed. In the event that a successor escrow agent has not been appointed Escrow Agent within 30 twenty (20) days after the date of notice of the Escrow Agent’s resignation or removal, the Escrow Agent shall be entitled deliver the Escrow to petition the registry of a court of competent jurisdiction to have a successor escrow agent appointedjurisdiction. Any such successor escrow agent shall deliver to Purchaser and Upon the Sellers’ Representative, a written instrument accepting such appointment, and thereupon it shall succeed to all the rights and duties acceptance in writing of any appointment as the Escrow Agent hereunder and shall be entitled to receive possession of the Escrow Fund. Upon receipt of the identity of the by a successor Escrow Agent, such successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties previously vested in the Escrow Agent who has resigned or has been removed (the “Retiring Escrow Agent”), including delivery of such funds to the registry of a court of competent jurisdiction. Upon the effectiveness of the Retiring Escrow Agent’s resignation or removal, the Retiring Escrow Agent shall deliver be discharged from its duties and obligations under this Agreement, but shall not be discharged from any liability for actions taken as the Escrow Fund then held Agent hereunder prior to the successor effectiveness of such resignation or removal. After the effectiveness of the Retiring Escrow Agent’s resignation or removal, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Escrow Agent under this Agreement.

Resignation and Removal of the Escrow Agent. The Escrow Agent may resign as escrow agent from the performance of its duties hereunder at any time, with or without cause, with respect to the Escrow Fund time by giving at least 30 thirty (30) days’ ' prior written notice to each of Purchaser and the Sellers’ Representative, such resignation to parties or may be effective 30 days following the date such notice is given. In addition, Purchaser and the Sellers’ Representative may jointly remove the Escrow Agent as escrow agent at any timeremoved, with or without cause, by an instrument executed the parties, acting jointly, by Purchaser and the Sellers’ Representative (which may be executed in counterparts) given furnishing a Joint Written Direction to the Escrow Agent, which instrument shall designate at any time by the effective date giving of such removalten (10) days' prior written notice to the Escrow Agent as provided herein below. In the event of Upon any such notice of resignation or removal, the representatives of the Investor and the Company identified in Sections 15a.(iv) and 15b.(iv), below, jointly shall appoint a successor escrow agentEscrow Agent hereunder, which shall be a bank or commercial bank, trust company organized in the United States of America having (or if such bank or trust company is a member of a bank company, its bank holding company shall have) other financial institution with a combined capital and surplus in excess of not less than $50,000,00010,000,000.00. Upon the acceptance in writing of any appointment of the Escrow Agent hereunder by a successor Escrow Agent, such successor the Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent , and the retiring the Escrow Agent shall be appointed by Purchaser on the terms of discharged from its duties and obligations under this Agreement with the written approval of the Sellers’ RepresentativeEscrow Agreement, which approval but shall not be unreasonably withheld or delayed. In the event that a successor escrow agent has not been appointed within 30 days after notice of discharged from any liability for actions taken as the Escrow Agent hereunder prior to such succession. After any retiring Escrow Agent’s 's resignation or removal, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Escrow Agent under this Escrow Agreement. The retiring Escrow Agent shall be entitled transmit all records pertaining to petition a court of competent jurisdiction to have a successor escrow agent appointed. Any such successor escrow agent shall deliver to Purchaser and the Sellers’ Representative, a written instrument accepting such appointment, and thereupon it shall succeed to all the rights and duties of the Escrow Agent hereunder Funds and shall be entitled to receive possession of pay all funds held by it i the Escrow Fund. Upon receipt of the identity of Funds to the successor Escrow Agent, after making copies of such records as the retiring Escrow Agent shall deliver the Escrow Fund then held hereunder deems advisable and after deduction and payment to the successor retiring Escrow AgentAgent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder.

Resignation and Removal of the Escrow Agent. The Escrow Agent may resign as escrow agent of the Escrow Fund at any time, with or without cause, with respect to the Escrow Fund by giving at least 30 thirty (30) days’ prior written notice to each of Purchaser and the Sellers’ Representative, such resignation to be effective 30 thirty (30) days following the date such notice is given. In addition, Purchaser and the Sellers’ Representative may jointly remove the Escrow Agent as escrow agent at any time, with or without cause, by an instrument executed by Purchaser and the Sellers’ Representative (which may be executed in counterparts) given to the Escrow Agent, which instrument shall designate the effective date of such removal. In the event of any such resignation or removal, a successor escrow agent, which shall be a bank or trust company organized in under the laws of the United States of America or of the State of New York having (or if such bank or trust company is a member of a bank company, its bank holding company shall have) a combined capital and surplus of not less than $50,000,000, shall be appointed by Purchaser on the terms of this Agreement with the written approval of the Sellers’ Representative, which approval shall not be unreasonably withheld or delayed. In the event that a successor escrow agent has not been appointed within 30 thirty (30) days after notice of the Escrow Agent’s resignation or removal, removal the Escrow Agent shall be entitled to petition a court of competent jurisdiction to have a successor escrow agent appointed. Any such successor escrow agent shall deliver to Purchaser and the Sellers’ Representative, a written instrument accepting such appointment, and thereupon it shall succeed to all the rights and duties of the Escrow Agent escrow agent hereunder and shall be entitled to receive possession of the Escrow Fund. Upon receipt of the identity of the successor Escrow Agentescrow agent, the Escrow Agent shall deliver the Escrow Fund then held hereunder to the successor Escrow Agentescrow agent.

Resignation and Removal of the Escrow Agent. The Escrow Agent (a) may resign as escrow agent at any time, with and be discharged from its duties or without cause, with respect to the Escrow Fund obligations hereunder by giving at least 30 days’ prior written thirty (30) calendar days advance notice to each in writing of Purchaser and the Sellers’ Representative, such resignation to the Parties specifying a date when such resignation shall take effect or (b) may be effective 30 days following the date such notice is given. In addition, Purchaser and the Sellers’ Representative may jointly remove the Escrow Agent as escrow agent at any timeremoved, with or without cause, by an instrument Parent and the Securityholders’ Representative acting jointly at any time by providing written notice executed by Purchaser and the Sellers’ an Authorized Representative (which may be executed in counterparts) given of each Party, to the Escrow Agent. Any corporation or association into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any corporation or association to which instrument shall designate the effective date of such removal. In the event of any such resignation all or removal, a successor escrow agent, which shall be a bank or trust company organized in the United States of America having (or if such bank or trust company is a member of a bank company, its bank holding company shall have) a combined capital and surplus of not less than $50,000,000, shall be appointed by Purchaser on the terms of this Agreement with the written approval substantially all of the Sellers’ Representative, which approval shall not be unreasonably withheld or delayed. In the event that a successor escrow agent has not been appointed within 30 days after notice business of the Escrow Agent’s resignation line of business may be transferred, shall be the Escrow Agent under this Agreement without further act. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires or removalafter receipt of written notice of removal shall be to hold and safeguard the Escrow Funds (without any obligation to reinvest the same) and to deliver the same (i) to a substitute or successor escrow agent pursuant to a joint written designation from the Parties, (ii) as set forth in a Joint Release Instruction or (iii) in accordance with the directions of a Final Determination, and, at the time of such delivery, the Escrow Agent’s obligations hereunder shall cease and terminate. In the event the Escrow Agent resigns, if the Parties have 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 entitled to may petition a any court of competent jurisdiction to have for the appointment of such a successor escrow agent appointed. Any such successor escrow agent shall deliver to Purchaser and the Sellers’ Representative, a written instrument accepting such appointmentor for other appropriate relief, and thereupon it any such resulting appointment shall succeed to be binding upon all the rights and duties of the Escrow Agent hereunder and shall be entitled to receive possession of the Escrow Fund. Upon receipt of the identity of the successor Escrow Agent, the Escrow Agent shall deliver the Escrow Fund then held hereunder to the successor Escrow Agentparties hereto.

Resignation and Removal of the Escrow Agent. The Escrow Agent Agent, or any successor, may resign as escrow agent from the performance of its duties hereunder at any time, with or without cause, with respect to the Escrow Fund time by giving at least 30 thirty (30) days’ prior written notice to each of the Purchaser and the Sellers’ Representative, such resignation to Shareholder or may be effective 30 days following the date such notice is given. In addition, Purchaser and the Sellers’ Representative may jointly remove the Escrow Agent as escrow agent at any timeremoved, with or without cause, by an instrument executed by the Purchaser and the Sellers’ Representative (which may be executed in counterparts) given Shareholder acting jointly at any time by providing written notice to the Escrow Agent, which instrument . Such resignation or removal shall designate take effect upon the effective date appointment of such removala successor escrow agent as provided herein. In the event of Upon any such notice of resignation or removal, the Purchaser and the Shareholder shall appoint a successor escrow agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $100,000,000, unless otherwise agreed by the parties hereto. Upon the acceptance in writing of any appointment as the Escrow Agent hereunder by a successor escrow agent, which such successor escrow agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be a bank or trust company organized in the United States of America having (or if such bank or trust company is a member of a bank companydischarged from its duties and obligations under this Agreement, its bank holding company shall have) a combined capital and surplus of not less than $50,000,000, shall be appointed by Purchaser on the terms of this Agreement with the written approval of the Sellers’ Representative, which approval but shall not be unreasonably withheld or delayeddischarged from any liability for actions taken as Escrow Agent hereunder prior to such succession. In Notwithstanding anything to the contrary herein provided, in the event that the Escrow Agent resigns as Escrow Agent hereunder and no successor escrow agent has been designated and accepted appointment as successor Escrow Agent within forty-five (45) days following the date of the Escrow Agent’s notice of resignation, the Escrow Agent shall have the right to deposit all property held pursuant to this Agreement into the registry of any court of competent jurisdiction and notify the parties hereto of such deposit, and thereupon the Escrow Agent shall be discharged from all further duties and responsibilities as Escrow Agent under this Agreement. The Escrow Agent shall have no responsibility for the appointment of a successor escrow agent has not been appointed within 30 days after notice of the hereunder. After any retiring Escrow Agent’s resignation or removal, the Escrow Agent provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be entitled to petition a court of competent jurisdiction to have a successor escrow agent appointed. Any such successor escrow agent shall deliver to Purchaser and the Sellers’ Representative, a written instrument accepting such appointment, and thereupon taken by it shall succeed to all the rights and duties of while it was the Escrow Agent hereunder and shall be entitled to receive possession of the Escrow Fund. Upon receipt of the identity of the successor Escrow Agent, the Escrow Agent shall deliver the Escrow Fund then held hereunder to the successor Escrow Agentunder this Agreement.

Resignation and Removal of the Escrow Agent. The Escrow Agent may resign as escrow agent of the Escrow Fund at any time, with or without cause, with respect to the Escrow Fund by giving at least 30 thirty (30) days’ prior written notice to each of Purchaser Chemring and the Sellers’ RepresentativeADG Parties, such resignation to be effective 30 thirty (30) days following the date such notice is given. In addition, Purchaser Chemring and the Sellers’ Representative ADG Parties may jointly remove the Escrow Agent as escrow agent at any time, with or without cause, by an instrument executed by Purchaser Chemring and the Sellers’ Representative ADG Parties (which may be executed in counterparts) given to the Escrow Agent, which instrument shall designate the effective date of such removal. In the event of any such resignation or removal, a successor escrow agent, which shall be a bank or trust company organized in under the laws of the United States of America or of the State of New York having (or if such bank or trust company is a member of a bank company, its bank holding company shall have) a combined capital and surplus of not less than $50,000,000, shall be appointed by Purchaser Chemring on the terms of this Agreement with the written approval of the Sellers’ RepresentativeADG Parties, which approval shall not be unreasonably withheld or delayed. In the event that a successor escrow agent has not been appointed within 30 thirty (30) days after notice of the Escrow Agent’s resignation or removal, removal the Escrow Agent shall be entitled to petition a court of competent jurisdiction to have a successor escrow agent appointed. Any such successor escrow agent shall deliver to Purchaser Chemring and the Sellers’ RepresentativeADG Parties, a written instrument accepting such appointment, and thereupon it shall succeed to all the rights and duties of the Escrow Agent escrow agent hereunder and shall be entitled to receive possession of the Escrow Fund. Upon receipt of the identity of the successor Escrow Agentescrow agent, the Escrow Agent shall deliver the Escrow Fund then held hereunder to the successor Escrow Agentescrow agent.

Resignation and Removal of the Escrow Agent. The Escrow Agent may resign as escrow agent Escrow Agent at any time, time with or without cause, with respect to the Escrow Fund by giving at least 30 thirty (30) days’ prior written notice to each of Purchaser the Parent, Parent Americas and the SellersShareholders’ Representative, such resignation to be effective 30 thirty (30) days following the date such notice is given. In addition, Purchaser the Parent, Parent Americas and the SellersShareholders’ Representative may jointly remove the Escrow Agent as escrow agent at any time, time with or without cause, by an instrument executed by Purchaser the Parent, Parent Americas and the SellersShareholders’ Representative (which may be executed in counterparts) given to the Escrow Agent, which instrument shall designate the effective date of such removal. In the event of any such resignation or removal, a successor escrow agent, which shall be a bank or trust company organized in under the laws of the United States of America or of the State of California having (or if such bank or trust company is a member of a bank company, its bank holding company shall have) a combined capital and surplus of not less than $50,000,000, shall be appointed by Purchaser the Parent or Parent Americas on the terms of this Agreement with the written approval of the SellersShareholders’ Representative, which approval shall not be unreasonably withheld or delayed. In the event that a successor escrow agent has not been appointed within 30 days after notice of the Escrow Agent’s resignation or removal, the Escrow Agent shall be entitled to petition a court of competent jurisdiction to have a successor escrow agent appointed. Any such successor escrow agent shall deliver to Purchaser the Parent, Parent Americas and the SellersShareholders’ Representative, a written instrument accepting such appointment, and thereupon it shall succeed to all the rights and duties of the Escrow Agent escrow agent hereunder and shall be entitled to receive possession of the Escrow Fund. Upon receipt of the identity of the successor Escrow Agent, the Escrow Agent shall deliver the Escrow Fund then held hereunder to the successor Escrow Agent.

Resignation and Removal of the Escrow Agent. The Escrow Agent may resign as escrow agent Escrow Agent at any time, with or without cause, with respect to the First Escrow Fund, Second Escrow Fund, Third Escrow Fund, Fourth Escrow Fund or Purchase Price Escrow Fund by giving at least 30 days’ ' prior written notice to each of Purchaser and the Sellers’ RepresentativeSeller, such resignation to be effective 30 days following the date such notice is given. In addition, Purchaser and the Sellers’ Representative Seller may jointly remove the Escrow Agent as escrow agent at any time, with or without cause, by an instrument executed by Purchaser and the Sellers’ Representative Seller (which may be executed in counterparts) given to the Escrow Agent, which instrument shall will designate the effective date of such removal. In the event of any such resignation or removal, a successor escrow agent, which shall be a bank or trust company organized in the United States of America having (or if such bank or trust company is a member of a bank company, its bank holding company shall have) a combined capital and surplus of not less than $50,000,000, shall agent will be appointed by Purchaser and Seller on the terms of this Agreement with the written approval of the Sellers’ Representative, which approval shall not be unreasonably withheld or delayedAgreement. In the event that If a successor escrow agent has is not been appointed within 30 days after notice of the Escrow Agent’s resignation or removalso appointed, then the Escrow Agent shall be entitled may apply to petition a court of competent jurisdiction to have a successor escrow agent appointedappoint one. Any such successor escrow agent shall will deliver to Purchaser and the Sellers’ Representative, Seller a written instrument accepting such appointment, and thereupon it shall will succeed to all the rights and duties of the Escrow Agent hereunder and shall will be entitled to receive possession of the First Escrow Fund, Second Escrow Fund, Third Escrow Fund, Fourth Escrow Fund and Purchase Price Escrow Fund. Upon receipt of the identity of the successor Escrow Agent, the Escrow Agent shall will deliver the First Escrow Fund, Second Escrow Fund, Third Escrow Fund, Fourth Escrow Fund and Purchase Price Escrow Fund then held hereunder to the successor Escrow Agent.

Resignation and Removal of the Escrow Agent. The Escrow Agent may resign as escrow agent Escrow Agent at any time, time with or without cause, with respect to the Escrow Fund by giving at least 30 thirty (30) calendar days’ prior written notice to each of Purchaser the Stockholders’ Representative and the Sellers’ RepresentativeCompany, such resignation to be effective 30 thirty (30) calendar days following the date such notice is given. In addition, Purchaser the Stockholders’ Representative and the Sellers’ Representative Company may jointly remove the Escrow Agent as escrow agent at any time, time with or without cause, by an instrument executed by Purchaser Stockholders’ Representative and the Sellers’ Representative Company (which may be executed in counterparts) given to the Escrow Agent, which instrument shall designate the effective date of such removal. In the event of any such resignation or removal, a successor escrow agent, which shall be a bank or trust company organized in under the laws of the United States of America America, the State of California or having (or if such bank or trust company is a member of a bank company, its bank holding company shall have) a combined capital and surplus of not less than $50,000,000100,000,000, shall be appointed by Purchaser Stockholders’ Representative on the terms of this Agreement with the written approval of the Sellers’ RepresentativeCompany, which approval shall not be unreasonably withheld or delayed. In the event that a successor escrow agent has not been appointed within 30 days after notice of the Escrow Agent’s resignation or removal, the Escrow Agent shall be entitled to petition a court of competent jurisdiction to have a successor escrow agent appointed. Any such successor escrow agent shall deliver to Purchaser Stockholders’ Representative and the Sellers’ RepresentativeCompany, a written instrument accepting such appointment, and thereupon it shall succeed to all the rights and duties of the Escrow Agent escrow agent hereunder and shall be entitled to receive possession of the Escrow Fund. Upon receipt of the identity of the successor Escrow Agentescrow agent, the Escrow Agent shall deliver the Escrow Fund then held hereunder to the successor Escrow Agentescrow agent.

Resignation and Removal of the Escrow Agent. The Escrow Agent may resign as escrow agent from the performance of its duties hereunder at any time, with or without cause, with respect to the Escrow Fund time by giving at least 30 ten (10) days’ ' prior written notice to each of Purchaser Glenayre and the Sellers’ Representative, such resignation to Shareholder Representative or may be effective 30 days following the date such notice is given. In addition, Purchaser and the Sellers’ Representative may jointly remove the Escrow Agent as escrow agent at any timeremoved, with or without cause, by an instrument executed by Purchaser Glenayre and the Sellers’ Representative (which may be executed in counterparts) given Shareholder Representative, acting jointly by furnishing joint written instructions to the Escrow Agent, which instrument at any time by the giving of ten (10) days' prior written notice to the Escrow Agent. Such resignation or removal shall designate take effect upon the effective date appointment of such removala successor Escrow Agent as provided hereinbelow. In the event of Upon any such notice of resignation or removal, Glenayre and the Shareholder Representative jointly shall appoint a successor escrow agentEscrow Agent hereunder, which shall be a bank or commercial bank, trust company organized in the United States of America having (or if such bank or trust company is a member of a bank company, its bank holding company shall have) other financial institution with a combined capital and surplus in excess of not less than $50,000,00010,000,000. Upon the acceptance in writing of any appointment as the Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be appointed by Purchaser on the terms of discharged from its duties and obligations under this Agreement with the written approval of the Sellers’ RepresentativeAgreement, which approval but shall not be unreasonably withheld or delayed. In the event that a successor escrow agent has not been appointed within 30 days after notice of discharged from any liability for actions taken as the Escrow Agent hereunder prior to such succession. After any retiring Escrow Agent’s 's resignation or removal, the Escrow Agent provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be entitled to petition a court of competent jurisdiction to have a successor escrow agent appointed. Any such successor escrow agent shall deliver to Purchaser and the Sellers’ Representative, a written instrument accepting such appointment, and thereupon taken by it shall succeed to all the rights and duties of while it was the Escrow Agent hereunder and shall be entitled to receive possession of the Escrow Fund. Upon receipt of the identity of the successor Escrow Agent, the Escrow Agent shall deliver the Escrow Fund then held hereunder to the successor Escrow Agentunder this Agreement.

Resignation and Removal of the Escrow Agent. The Escrow Agent may resign as escrow agent hereunder at any time, time with or without cause, with respect to the Escrow Fund cause by giving at least 30 days’ prior written notice to each of Purchaser and the Sellers’ RepresentativeSeller, such resignation to be effective 30 days following the date such notice is given. In addition, Purchaser and the Sellers’ Representative Seller may jointly remove the Escrow Agent as escrow agent at any time, time with or without cause, by an instrument executed by Purchaser and the Sellers’ Representative Seller (which may be executed in counterparts) given to the Escrow Agent, which instrument shall will designate the effective date of such removal, which date will not be less than 30 days from the date of such instrument. In the event of any such resignation or removal, a successor escrow agent, agent which shall will be a bank or trust company organized in under the laws of the United States of America having (or if such bank or trust company is a member of a bank company, its bank holding company shall havehas) a combined capital and surplus of not less than $50,000,000100,000,000, shall will be appointed by Purchaser on the terms of this Agreement with the written approval of the Sellers’ RepresentativeSeller, which approval shall will not be unreasonably withheld withheld, conditioned or delayed. In the event that If Purchaser fails to appoint a successor escrow agent has not been appointed within 30 15 days after notice of receiving the Escrow Agent’s resignation or removalwritten notice, the Escrow Agent shall be entitled have the right to petition apply to a court of competent jurisdiction to have for the appointment of a successor escrow agent appointedagent. Any such successor escrow agent shall will deliver to Purchaser and the Sellers’ Representative, Seller a written instrument accepting such appointment, and thereupon it shall will succeed to all the rights and duties of the Escrow Agent escrow agent hereunder and shall will be entitled to receive possession of the Escrow Fund. Upon receipt of the identity of the successor Escrow Agent, the Escrow Agent shall deliver the Escrow Fund then held hereunder to the successor Escrow AgentFunds.

Resignation and Removal of the Escrow Agent. 8.1. The Escrow Agent may resign as escrow agent Escrow Agent at any time, time with or without cause, with respect to the Escrow Fund cause by giving at least 30 days’ not less than 20 days prior written notice to each of the Purchaser and the Sellers’ RepresentativeShareholder, such resignation to be effective 30 20 days following the date such notice is given. In addition, subject to the Escrow Agent being concurrently and similarly removed and replaced in respect of all of the Escrow Agreements, the Purchaser and the Sellers’ Representative Shareholder may jointly remove the Escrow Agent as escrow agent at any time, time with or without cause, by an instrument executed by the Purchaser and the Sellers’ Representative Shareholder (which may be executed in counterparts) given to the Escrow Agent, which instrument shall designate the effective date of such removal. In the no event of shall any such resignation or removal, removal become effective until the appointment of a successor escrow agent, which shall be a bank or trust company organized in the United States of America having (or if such bank or trust company is a member of a bank company, its bank holding company shall have) a combined capital and surplus of not less than $50,000,000, shall to be appointed by the Purchaser on and the terms of this Agreement Shareholder by mutual agreement and the Purchaser and the Shareholder shall use their best efforts to mutually agree upon a successor agent within 20 days after receiving such notice. If the parties fail to agree upon a successor escrow agent within such time, the Purchaser, with the written approval consent of the Sellers’ RepresentativeShareholder, which approval shall not be unreasonably withheld or delayed. In withheld, shall have the event that right to appoint a successor escrow agent. The successor escrow agent has not been appointed within 30 days after notice selected in the such manner shall execute and deliver an instrument accepting such appointment and it shall thereupon be deemed the Escrow Agent hereunder and it shall without further acts be vested with all the estates, properties, rights, powers, and duties of the predecessor Escrow Agent as if originally named as the Escrow Agent. If no successor escrow agent is named in the event of the Escrow Agent’s resignation or removal's resignation, the Escrow Agent shall be entitled may apply to petition a court of competent jurisdiction to have for the appointment of a successor escrow agent appointedagent. Any such successor escrow agent shall deliver to Purchaser and the Sellers’ Representative, a written instrument accepting such appointment, and thereupon it shall succeed to all the rights and duties of the Escrow Agent hereunder and shall be entitled to receive possession of the Escrow Fund. Upon receipt of the identity of the successor Escrow AgentThereafter, the predecessor Escrow Agent shall deliver the Escrow Fund then held hereunder to the successor Escrow Agentbe discharged from any further duties and liabilities under this Agreement.

Resignation and Removal of the Escrow Agent. The Escrow Agent may resign as escrow agent Escrow Agent at any time, with or without cause, with respect to the Escrow Fund by giving at least 30 thirty (30) days’ prior written notice to each of Purchaser Parent and the SellersStockholders’ Representative, such resignation to be effective 30 thirty (30) days following the date such notice is given. In addition, Purchaser Parent and the SellersStockholders’ Representative may jointly remove the Escrow Agent as escrow agent hereunder at any time, with or without cause, by an instrument executed by Purchaser Parent and the SellersStockholders’ Representative (which may be executed in counterparts) given to the Escrow Agent, which instrument shall will designate the effective date of such removal. In the event of any such resignation or removal, a successor escrow agent, which shall be a bank or trust company organized in the United States of America having (or if such bank or trust company is a member of a bank company, its bank holding company shall have) a combined capital and surplus of not less than $50,000,000, shall agent will be appointed by Purchaser Parent on the terms of this Agreement with the written approval of the SellersStockholders’ Representative’s written approval, which approval shall not be unreasonably withheld or delayed. In the event that If a successor escrow agent has is not been appointed within 30 days after notice of the Escrow Agent’s resignation or removalso appointed, then the Escrow Agent shall be entitled may apply to petition a court of competent jurisdiction to have a successor escrow agent appointedappoint one. Any such successor escrow agent shall deliver to Purchaser Parent and the SellersStockholders’ Representative, Representative a written instrument accepting such appointment, and thereupon it shall succeed to all the rights and duties of the Escrow Agent hereunder and shall be entitled to receive possession of the Escrow Fund. Upon receipt of the identity of the successor Escrow Agent, the Escrow Agent shall deliver the Escrow Fund then held hereunder to the successor Escrow Agent.

Resignation and Removal of the Escrow Agent. The Escrow Agent may resign as escrow agent of the Escrow Fund, at any time, with or without cause, with respect to the Escrow Fund by giving at least 30 120 days’ prior written notice to each of Purchaser and the SellersHolders’ Representative, such resignation to be effective 30 no earlier than 120 days following the date such notice is given. In addition, the Parent or Purchaser , as applicable, and the SellersHolders’ Representative may jointly remove the Escrow Agent as escrow agent Agent, at any time, with or without cause, by an instrument executed by Purchaser the Parent or Purchaser, as applicable, and the SellersHolders’ Representative (which may be executed in counterparts) given to the Escrow Agent, which instrument shall designate the effective date of such removal. In the event of any such resignation or removal, the Escrow Agent shall continue to serve and to perform its obligations hereunder until a successor escrow agentprovider, which shall be a bank or trust company organized in the United States of America having (or if such bank or trust company is a member of a bank company, its bank holding company shall have) a combined capital and surplus of not less than $50,000,000, who shall be appointed by Purchaser on Parent or Purchaser, as applicable, and the terms Holders’ Representative (the “Successor”) accepts the trust and administration required under this Agreement, but not to exceed 120 calendar days from receipt of this Agreement with the written approval of the Sellers’ Representative, which approval shall not be unreasonably withheld or delayed. In the event that a successor escrow agent has not been appointed within 30 days after notice of the Escrow Agent’s resignation intent to terminate or removalcancel this Agreement. Thereafter, the Escrow Agent shall be entitled promptly transfer to petition a court the Successor any funds held pursuant to this Agreement and shall also deliver all information in its possession in connection with the trust and administration created under this Agreement and shall fully cooperate to ensure the orderly and seamless transfer of competent jurisdiction to have a successor escrow agent appointedall responsibilities. Any such successor escrow agent Successor shall deliver to Purchaser the Parent, or Purchaser, as applicable, and the SellersHolders’ Representative, Representative a written instrument accepting such appointmentappointment (and assuming the rights and obligations hereunder), and thereupon it shall succeed to all the rights and duties of the Escrow Agent hereunder and shall be entitled to receive possession of the Escrow Fund. Upon receipt of the identity of the successor Escrow Agent, the Escrow Agent shall deliver the Escrow Fund then held hereunder to the successor Escrow Agenthereunder.

Resignation and Removal of the Escrow Agent. The Escrow Agent may resign as escrow agent Escrow Agent at any time, with or without cause, with respect to the First Escrow Fund, Second Escrow Fund, Third Escrow Fund, Fourth Escrow Fund or Purchase Price Escrow Fund by giving at least 30 days’ prior written notice to each of Purchaser and the Sellers’ RepresentativeSeller, such resignation to be effective 30 days following the date such notice is given. In addition, Purchaser and the Sellers’ Representative Seller may jointly remove the Escrow Agent as escrow agent at any time, with or without cause, by an instrument executed by Purchaser and the Sellers’ Representative Seller (which may be executed in counterparts) given to the Escrow Agent, which instrument shall will designate the effective date of such removal. In the event of any such resignation or removal, a successor escrow agent, which shall be a bank or trust company organized in the United States of America having (or if such bank or trust company is a member of a bank company, its bank holding company shall have) a combined capital and surplus of not less than $50,000,000, shall agent will be appointed by Purchaser and Seller on the terms of this Agreement with the written approval of the Sellers’ Representative, which approval shall not be unreasonably withheld or delayedAgreement. In the event that If a successor escrow agent has is not been appointed within 30 days after notice of the Escrow Agent’s resignation or removalso appointed, then the Escrow Agent shall be entitled may apply to petition a court of competent jurisdiction to have a successor escrow agent appointedappoint one. Any such successor escrow agent shall will deliver to Purchaser and the Sellers’ Representative, Seller a written instrument accepting such appointment, and thereupon it shall will succeed to all the rights and duties of the Escrow Agent hereunder and shall will be entitled to receive possession of the First Escrow Fund, Second Escrow Fund, Third Escrow Fund, Fourth Escrow Fund and Purchase Price Escrow Fund. Upon receipt of the identity of the successor Escrow Agent, the Escrow Agent shall will deliver the First Escrow Fund, Second Escrow Fund, Third Escrow Fund, Fourth Escrow Fund and Purchase Price Escrow Fund then held hereunder to the successor Escrow Agent.

Resignation and Removal of the Escrow Agent. The Escrow Agent may resign as escrow agent at any time, with or without cause, with respect to the Escrow Fund by giving at least 30 days’ ' prior written notice to each of Purchaser Acquiror and the Sellers’ RepresentativeShareholders' Agent, such resignation to be effective 30 days following the date such notice is given. In addition, Purchaser Acquiror and the Sellers’ Representative Shareholders' Agent may jointly remove the Escrow Agent as escrow agent at any time, with or without cause, by an instrument executed by Purchaser Acquiror and the Sellers’ Representative Shareholders' Agent (which may be executed in counterparts) given to the Escrow Agent, which instrument shall designate the effective date of such removal. In the event of any such resignation or removal, a successor escrow agent, which shall be a bank or trust company organized in the United States of America having (or if such bank or trust company is a member of a bank company, its bank holding company shall have) a combined capital and surplus of not less than $50,000,000, shall be appointed by Purchaser Acquiror on the terms of this Agreement with the written approval of the Sellers’ RepresentativeShareholders' Agent, which approval shall not be unreasonably withheld or delayed. In the event that a successor escrow agent has not been appointed within 30 days after notice of the Escrow Agent’s 's resignation or removal, the Escrow Agent shall be entitled to petition a court of competent jurisdiction to have a successor escrow agent appointed. Any such successor escrow agent shall deliver to Purchaser Acquiror and the Sellers’ RepresentativeShareholders' Agent, a written instrument accepting such appointment, and thereupon it shall succeed to all the rights and duties of the Escrow Agent hereunder and shall be entitled to receive possession of the Escrow Fund. Upon receipt of the identity of the successor Escrow Agent, the Escrow Agent shall deliver the Escrow Fund then held hereunder to the successor Escrow Agent.

Resignation and Removal of the Escrow Agent. The Escrow Agent may ------------------------------------------- resign as escrow agent Escrow Agent at any time, time with or without cause, with respect to the Escrow Fund cause by giving at least 30 thirty (30) days’ ' prior written notice to each of Purchaser Parent and the Sellers’ RepresentativeShareholders' Agent, such resignation to be effective 30 thirty (30) days following the date such notice is given. In addition, Purchaser Parent and the Sellers’ Representative Shareholders' Agent may jointly remove the Escrow Agent as escrow agent at any time, time with or without cause, by an instrument executed by Purchaser and the Sellers’ Representative (which may be executed in counterparts) given to the Escrow Agent, which instrument shall designate the effective date of such removal. In the event of any such resignation or removal, a successor escrow agent, agent which shall be a bank or trust company organized in under the laws of the United States of America or of the State of California having (or if such bank or trust company is a member of a bank company, its bank holding company shall havehas) a combined capital and surplus of not less than $50,000,000, shall be appointed by Purchaser on the terms of this Agreement Shareholders' Agent with the written approval of the Sellers’ RepresentativeParent, which approval shall not be unreasonably withheld or delayedwithheld. In If the event that parties fail to agree on a successor escrow agent has not been appointed Escrow Agent within 30 days after notice of the Escrow Agent’s resignation or removalsuch time, the Escrow Agent shall be entitled have the right to petition apply to a court of competent jurisdiction to have for the appointment of a successor escrow agent appointedEscrow Agent. The successor Escrow Agent shall execute and deliver to the Escrow Agent an instrument accepting such appointment, and the successor Escrow Agent shall, without further acts, be vested with all the estates, property rights, powers and duties of the predecessor Escrow Agent as if originally named as an Escrow Agent herein. Any such successor escrow agent shall deliver to Purchaser Parent and the Sellers’ Representative, Shareholders' Agent a written instrument accepting such appointment, and thereupon it shall succeed to all the rights and duties of the Escrow Agent hereunder and shall be entitled to receive possession of the Stock Escrow Fund. Upon receipt of the identity of the successor Escrow Agent, the Escrow Agent shall deliver the Escrow Fund then held hereunder to the successor Escrow Agent.

Resignation and Removal of the Escrow Agent. 8.1. The Escrow Agent may resign as escrow agent Escrow Agent at any time, time with or without cause, with respect to the Escrow Fund cause by giving at least 30 days’ not less than 20 days prior written notice to each of the Purchaser and the Sellers’ RepresentativeShareholder, such resignation to be effective 30 20 days following the date such notice is given. In addition, subject to the Escrow Agent being concurrently and similarly removed and replaced in respect of all of the Escrow Agreements, the Purchaser and the Sellers’ Representative Shareholder may jointly remove the Escrow Agent as escrow agent at any time, time with or without cause, by an instrument executed by the Purchaser and the Sellers’ Representative Shareholder (which may be executed in counterparts) given to the Escrow Agent, which instrument shall designate the effective date of such removal. In the no event of shall any such resignation or removal, removal become effective until the appointment of a successor escrow agent, which shall be a bank or trust company organized in the United States of America having (or if such bank or trust company is a member of a bank company, its bank holding company shall have) a combined capital and surplus of not less than $50,000,000, shall to be appointed by the Purchaser on and the terms of this Agreement Shareholder by mutual agreement and the Purchaser and the Shareholder shall use their best efforts to mutually agree upon a successor agent within 20 days after receiving such notice. If the parties fail to agree upon a successor escrow agent within such time, the Purchaser, with the written approval consent of the Sellers’ RepresentativeShareholder, which approval shall not be unreasonably withheld or delayed. In withheld, shall have the event that right to appoint a successor escrow agent. The successor escrow agent has not been appointed within 30 days after notice selected in the such manner shall execute and deliver an instrument accepting such appointment and it shall thereupon be deemed the Escrow Agent hereunder and it shall without further acts be vested with all the estates, properties, rights, powers, and duties of the predecessor Escrow Agent as if originally named as the Escrow Agent. If no successor escrow agent is named in the event of the Escrow Agent’s resignation or removalresignation, the Escrow Agent shall be entitled may apply to petition a court of competent jurisdiction to have for the appointment of a successor escrow agent appointedagent. Any such successor escrow agent shall deliver to Purchaser and the Sellers’ Representative, a written instrument accepting such appointment, and thereupon it shall succeed to all the rights and duties of the Escrow Agent hereunder and shall be entitled to receive possession of the Escrow Fund. Upon receipt of the identity of the successor Escrow AgentThereafter, the predecessor Escrow Agent shall deliver the Escrow Fund then held hereunder to the successor Escrow Agentbe discharged from any further duties and liabilities under this Agreement.

Resignation and Removal of the Escrow Agent. The Escrow Agent may resign as escrow agent Escrow Agent at any time, time with or without cause, with respect to the Escrow Fund Account by giving at least 30 thirty (30) calendar days’ prior written notice to each of Purchaser Catcher and the SellersStockholders’ RepresentativeAgent, such resignation to be effective 30 thirty (30) calendar days following the date such notice is given. , or if a successor escrow agent has not yet been appointed, the date that such successor escrow agent is appointed and has accepted such appointment In addition, Purchaser Catcher and the SellersStockholders’ Representative Agent may jointly remove the Escrow Agent as escrow agent at any time, time with or without cause, by an instrument executed by Purchaser Catcher and the SellersStockholders’ Representative Agent (which may be executed in counterparts) given to the Escrow Agent, which instrument shall designate the effective date of such removal. In the event of any such resignation or removal, a successor escrow agent, which shall be a bank or trust company organized in under the laws of the United States of America or of the State of California having (or if such bank or trust company is a member of a bank company, its bank holding company shall have) a combined capital and surplus of not less than $50,000,000, shall be appointed by Purchaser Catcher on the terms of this Agreement with the written approval of the SellersStockholders’ RepresentativeAgent, which approval shall not be unreasonably withheld or delayed. In the event that a successor escrow agent has not been appointed within 30 days after notice of the Escrow Agent’s resignation or removal, the Escrow Agent shall be entitled to petition a court of competent jurisdiction to have a successor escrow agent appointed. Any such successor escrow agent shall deliver to Purchaser Catcher and the SellersStockholders’ RepresentativeAgent, a written instrument accepting such appointment, and thereupon it shall succeed to all the rights and duties of the Escrow Agent escrow agent hereunder and shall be entitled to receive possession of the Escrow FundAccount. Upon receipt of the identity of the successor Escrow Agent, the Escrow Agent shall deliver the Escrow Fund Account then held hereunder to the successor Escrow Agent.