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 by giving prior written notice to each of ▇▇▇▇, CYMI and W2Com, such resignation to be effective at the time specified in the notice, which may not be sooner than thirty (30) days following the date such notice is delivered (the "Notice Period"). In addition, ▇▇▇▇, CYMI and W2Com may jointly remove the Escrow Agent as escrow agent at any time with or without cause, by an instrument (which may be executed in counterparts) delivered 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 under the laws of the United States of America having (or in the case of a subsidiary of a bank holding company, its parent shall have) a combined capital and surplus of not less than one hundred million dollars ($100,000,000), shall be jointly appointed by ▇▇▇▇, CYMI and W2Com within the Notice Period. Any such successor Escrow Agent shall deliver to ▇▇▇▇, CYMI and W2Com a written instrument accepting such appointment and the terms and conditions of this Escrow Agreement, and thereupon it shall succeed to all the rights and duties of the Escrow Agent hereunder and shall be entitled to receive the Escrow Fund pursuant to the terms hereof.

Resignation and Removal of the Escrow Agent. The Escrow Agent may ------------------------------------------- resign as Escrow Agent at any time with or without cause by giving at least thirty (30) days' prior written notice to each of ▇▇▇▇, CYMI Parent and W2Comthe Shareholders' Agent, such resignation to be effective at the time specified in the notice, which may not be sooner than thirty (30) days following the date such notice is delivered (the "Notice Period")given. In addition, ▇▇▇▇, CYMI Parent and W2Com Shareholders' Agent may jointly remove the Escrow Agent as escrow agent at any time with or without cause, by an instrument (which may be executed in counterparts) delivered 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 under the laws of the United States of America or of the State of California having (or in the case of if such bank or trust company is a subsidiary member of a bank holding company, its parent shall havebank holding company has) a combined capital and surplus of not less than one hundred million dollars ($100,000,000)50,000,000, shall be jointly appointed by ▇▇▇▇the Shareholders' Agent with the approval of Parent, CYMI and W2Com within the Notice Periodwhich approval shall not be unreasonably withheld. Any such successor Escrow Agent escrow agent shall deliver to ▇▇▇▇, CYMI Parent and W2Com the Shareholders' Agent a written instrument accepting such appointment and the terms and conditions of this Escrow Agreementappointment, and thereupon it shall succeed to all the rights and duties of the Escrow Agent hereunder and shall be entitled to receive the Escrow Fund pursuant to the terms hereofFund.

Resignation and Removal of the Escrow Agent. The Escrow Agent may resign as Escrow Agent at any time with or without cause by giving prior written notice to each of ▇▇▇▇, CYMI ▇ and W2Comthe Company, such resignation to be effective at the time specified in the notice, which may not be sooner than thirty (30) days following the date such notice is delivered (the "Notice Period"). In addition, ▇▇▇▇, CYMI ▇ and W2Com the Company may jointly remove the Escrow Agent as escrow agent at any time with or without cause, by an instrument (which may be executed in counterparts) delivered 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 under the laws of the United States of America having (or in the case of a subsidiary of a bank holding company, its parent shall have) a combined capital and surplus of not less than one hundred million dollars ($100,000,000), shall be jointly appointed by ▇▇▇▇, CYMI ▇ and W2Com the Company within the Notice Period. Any such successor Escrow Agent shall deliver to ▇▇▇▇, CYMI ▇ and W2Com the Company a written instrument accepting such appointment and the terms and conditions of this Escrow Agreement, and thereupon it shall succeed to all the rights and duties of the Escrow Agent hereunder and shall be entitled to receive the Escrow Fund pursuant to the terms hereof.

Resignation and Removal of the Escrow Agent. The Escrow Agent may resign as Escrow Agent at any time with or without cause by giving at least thirty (30) days' prior written notice to each of ▇▇▇▇, CYMI Parent and W2Comthe Shareholders' Agent, such resignation to be effective at the time specified in the notice, which may not be sooner than thirty (30) days following the date such notice is delivered (the "Notice Period")given. In addition, ▇▇▇▇, CYMI Parent and W2Com the Shareholders' Agent may jointly remove the Escrow Agent as escrow agent at any time with or without cause, by an instrument (which may be executed in counterparts) delivered 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 under the laws of the United States of America or of the State of California having (or in the case of if such bank or trust company is a subsidiary member of a bank holding company, its parent shall havebank holding company has) a combined capital and surplus of not less than one hundred million dollars ($100,000,000)50,000,000, shall be jointly appointed by ▇▇▇▇the Shareholders' Agent with the approval of Parent, CYMI and W2Com within the Notice Periodwhich approval shall not be unreasonably withheld. Any such successor Escrow Agent escrow agent shall deliver to ▇▇▇▇, CYMI Parent and W2Com the Shareholders' Agent a written instrument accepting such appointment and the terms and conditions of this Escrow Agreementappointment, and thereupon it shall succeed to all the rights and duties of the Escrow Agent escrow agent hereunder and shall be entitled to receive the Escrow Fund pursuant to the terms hereofFund.

Resignation and Removal of the Escrow Agent. The Escrow Agent may ------------------------------------------- resign as Escrow Agent at any time with or without cause by giving at least thirty (30) days' prior written notice to each of ▇▇▇▇, CYMI Parent and W2Comthe Shareholder Representative, such resignation to be effective at the time specified in the notice, which may not be sooner than thirty (30) days following the date such notice is delivered (the "Notice Period")given. In addition, ▇▇▇▇, CYMI Parent and W2Com the Shareholder Representative may jointly remove the Escrow Agent as escrow agent at any time with or without cause, by an instrument (which may be executed in counterparts) delivered 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 under the laws of the United States of America or of the Commonwealth of Massachusetts having (or in the case of a subsidiary of a bank holding company, its parent shall have) a combined capital and surplus of not less than one hundred million dollars ($100,000,000), shall be jointly appointed by ▇▇▇▇the Shareholder Representative with the approval of Parent, CYMI and W2Com within the Notice Periodwhich approval shall not be unreasonably withheld. Any such successor Escrow Agent escrow agent shall deliver to ▇▇▇▇, CYMI Parent and W2Com the Shareholder Representative a written instrument accepting such appointment and the terms and conditions of this Escrow Agreementappointment, and thereupon it shall succeed to all the rights and duties of the Escrow Agent hereunder and shall be entitled to receive the Escrow Fund pursuant Fund. If no successor escrow agent is named by the Shareholder Representative, the Escrow Agent may apply to the terms hereofa court of competent jurisdiction for appointment of a 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 by giving at least thirty (30) days' prior written notice to each of ▇▇▇▇, CYMI Parent and W2Comthe Shareholders' Agent, such resignation to be effective at the time specified in the notice, which may not be sooner than thirty (30) days following the date such notice is delivered (the "Notice Period")given. In addition, ▇▇▇▇, CYMI Parent and W2Com Shareholders' Agent may jointly remove the Escrow Agent as escrow agent at any time with or without cause, by an instrument (which may be executed in counterparts) delivered 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 under the laws of the United States of America or of the State of California having (or in the case of if such bank or trust company is a subsidiary member of a bank holding company, its parent shall havebank holding company has) a combined capital and surplus of not less than one hundred million dollars ($100,000,000)50,000,000, shall be jointly appointed by ▇▇▇▇the Shareholders' Agent with the approval of Parent, CYMI and W2Com within the Notice Periodwhich approval shall not be unreasonably withheld. Any such successor Escrow Agent escrow agent shall deliver to ▇▇▇▇, CYMI Parent and W2Com the Shareholders' Agent a written instrument accepting such appointment and the terms and conditions of this Escrow Agreementappointment, and thereupon it shall succeed to all the rights and duties of the Escrow Agent hereunder and shall be entitled to receive the Cash Escrow Fund pursuant to the terms hereofFund.

Resignation and Removal of the Escrow Agent. The Escrow Agent may resign as Escrow Agent at any time with or without cause by giving at least thirty (30) days' prior written notice to each of ▇▇▇▇, CYMI Parent and W2Comthe Shareholders' Agent, such resignation to be effective at the time specified in the notice, which may not be sooner than thirty (30) days following the date such notice is delivered (the "Notice Period")given. In addition, ▇▇▇▇, CYMI Parent and W2Com the Shareholders' Agent may jointly remove the Escrow Agent as escrow agent at any time with or without cause, by an instrument (which may be executed in counterparts) delivered 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 under the laws of the United States of America or of the State of California having (or in the case of if such bank or trust company is a subsidiary of a bank holding company, its parent shall havebank holding company has) a combined capital and surplus of not less than one hundred million dollars ($100,000,000)50,000,000, shall be jointly appointed by ▇▇▇▇the Shareholders' Agent with the approval of Parent, CYMI and W2Com within the Notice Periodwhich approval shall not be unreasonably withheld. Any such successor Escrow Agent escrow agent shall deliver to ▇▇▇▇, CYMI Parent and W2Com the Shareholders' Agent a written instrument accepting such appointment and the terms and conditions of this Escrow Agreementappointment, and thereupon it shall succeed to all the rights and duties of the Escrow Agent escrow agent hereunder and shall be entitled to receive the Escrow Fund pursuant to the terms hereofFund.

Resignation and Removal of the Escrow Agent. The Escrow Agent may resign as Escrow Agent at any time with or without cause by giving at least thirty (30) days' prior written notice to each of ▇▇▇▇, CYMI Purchaser and W2Comthe Sellers' Representative, such resignation to be effective at the time specified in the notice, which may not be sooner than thirty (30) days following the date such notice is delivered (the "Notice Period")given. In addition, ▇▇▇▇, CYMI Purchaser and W2Com the Sellers' Representative may jointly remove the Escrow Agent as escrow agent at any time with or without cause, by an instrument (which may be executed in counterparts) delivered 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 under the laws of the United States of America or of the State of California having (or in the case of if such bank or trust company is a subsidiary member of a bank holding company, its parent bank holding company shall have) a combined capital and surplus of not less than one hundred million dollars ($100,000,000)50,000,000, shall be jointly appointed by ▇▇▇▇the Sellers' Representative with the approval of Purchaser, CYMI and W2Com within the Notice Periodwhich approval shall not be unreasonably withheld. Any such successor Escrow Agent escrow agent shall deliver to ▇▇▇▇, CYMI Purchaser and W2Com the Sellers' Representative a written instrument accepting such appointment and the terms and conditions of this Escrow Agreementappointment, and thereupon it shall succeed to all the rights and duties of the Escrow Agent escrow agent hereunder and shall be entitled to receive the Escrow Fund pursuant to the terms hereofFund.

Resignation and Removal of the Escrow Agent. The Escrow ------------------------------------------- Agent may resign as Escrow Agent at any time with or without cause by giving at least thirty (30) days' prior written notice to each of ▇▇▇▇, CYMI Buyer and W2ComSeller, such resignation to be effective at the time specified in the notice, which may not be sooner than thirty (30) days following the date such notice is delivered (the "Notice Period")given. In addition, ▇▇▇▇, CYMI Buyer and W2Com Parent may jointly remove the Escrow Agent as escrow agent at any time with or without cause, by an instrument executed by Buyer and Parent (which may be executed in counterparts) delivered 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 under the laws of the United States of America or of the State of California having (or in the case of if such bank or trust company is a subsidiary member of a bank holding company, its parent shall havebank holding company has) a combined capital and surplus of not less than one hundred million dollars ($100,000,000)50,000,000, shall be jointly appointed by ▇▇▇▇Parent with the approval of Buyer, CYMI and W2Com within the Notice Periodwhich approval shall not be unreasonably withheld. Any such successor Escrow Agent escrow agent shall deliver to ▇▇▇▇, CYMI Buyer and W2Com Parent a written instrument accepting such appointment and the terms and conditions of this Escrow Agreementappointment, and thereupon it shall succeed to all the rights and duties of the Escrow Agent escrow agent hereunder and shall be entitled to receive the Escrow Fund pursuant to the terms hereofFund.