Election and Removal of Managers Sample Clauses

Election and Removal of Managers. Upon election by the Member, each Manager shall hold office until death, disability, resignation or removal at any time at the pleasure of the Member. If a vacancy occurs on the Board of Managers, the Member shall elect a successor so that the Board of Managers remains fully constituted at all times.
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Election and Removal of Managers. (i) The management of the Company's business shall be vested in the Manager initially named herein and subsequently elected by the Members by Majority Vote of the Units. Until changed by the Members as provided below, the number of Managers shall be one. In the election of Managers, each Member shall have as many votes as there are Managers to be elected multiplied by such Member's number of Units. At each election of Managers, that number of candidates equaling the number of Managers to be elected having the highest number of votes cast in favor of their election shall be elected as Managers. Cumulative voting shall not be allowed. By Two-Thirds Vote of the Units, the number of Managers may be increased or decreased (but not decreased below one). The person designated in Article 1 under the definition of "Manager" shall be the Manager until a successor shall have been duly elected and qualified. Upon election, the Company and the Manager shall enter into a mutually-acceptable management agreement (as amended from time to time, the "Management Agreement") and any Committee Member shall be authorized and empowered to execute the Management Agreement, and any amendments thereto, on behalf of the Company. (ii) A Manager shall hold office for an indefinite term until the Manager resigns or is removed and until a successor has been elected and qualified. The Management Agreement shall automatically terminate upon resignation or removal of the Manager. (iii) A Manager may be removed with cause by Majority Vote of the Units and may be removed without cause to the extent provided in the Management Agreement. No person shall be considered qualified for the office of Manager if he has materially breached his fiduciary and agency duty to the Company, failed to diligently and properly carry out his duties and obligations hereunder or been convicted of a serious crime that calls into question his ability to act as Manager. Any Member may bring an appropriate legal action to remove a Manager who is not qualified. If the Manager is removed, the Member who brought the action shall be entitled to recover costs and reasonable legal fees from the removed Manager or if such amounts cannot be collected, from the Company. If the Manager prevails in such action, he shall be entitled to be indemnified by the Company for costs and reasonable legal fees. If the action to remove a Manager is determined to be frivolous or brought in bad faith, the Company may recover from the Member ...
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Election and Removal of Managers. Subject to the other provisions of this Article 5, the Management Board may elect or appoint other Managers or agents of the Company, with such titles, duties, and authority as they shall designate. Subject to the other provisions of this Article 5, and to any other limitations that the Management Board may impose, the President may delegate authority and appoint other Managers and agents of the Company, with such titles, duties, and authority as the President shall designate. The President, at any time, may remove or terminate the authority of any Manager or agent that was appointed by the President. The Management Board may at any time remove or terminate the authority of any Manager or agent, whether elected or appointed by the Management Board or the President.
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Election and Removal of Managers. (i) The Managers shall be elected by the affirmative action of the sole Member. Each Manager, including a Manager elected to fill a vacancy, shall hold office until such Manager's resignation, removal or inability to serve. (ii) Any Manager may be removed, with or without cause, by the sole Member.
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Election and Removal of Managers. The Members may elect or appoint other managers or agents of the Company, with such titles, duties, and authority as they shall designate. Subject to any limitations that the Members may impose, the President may delegate authority and appoint other managers and agents of the Company, with such titles, duties, and authority as the President shall designate. The President, at any time, may remove or terminate the authority of any manager or agent that was appointed by the President. Managers shall be elected for one-year terms. From and after the date hereof, at all regular, special and adjourned meetings of, and in all actions in writing by, the Members, each Member agrees to vote its Units so as to elect as Mangers of the Company (i) one nominee of each Member and, (ii) if, at the discretion of OSS, one or more additional Managers are to be elected, the nominee or nominees selected by OSS. In the event that a Member wishes to remove a Manager nominated by it, each Member shall vote its Units in favor of such removal. A vacancy in the number of Mangers to serve may be filled only by the Members and only in the manner specifically authorized in this Section 5.7.
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Election and Removal of Managers 
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Related to Election and Removal of Managers

  • Appointment and Removal of Directors The Directors shall be appointed and may be removed as follows: 4.2.1 The governing body of each Party shall appoint and designate in writing one regular Director who shall be authorized to act for and on behalf of the Party on matters within the powers of the Authority. The governing body of each Party also shall appoint and designate in writing one alternate Director who may vote on matters when the regular Director is absent from a Board meeting. The person appointed and designated as the Director or the alternate Director shall be a member of the governing body of the Party. 4.2.2 The Operating Rules and Regulations, to be developed and approved by the Board in accordance with Section 2.5.11, shall specify the reasons for and process associated with the removal of an individual Director for cause. Notwithstanding the foregoing, no Party shall be deprived of its right to seat a Director on the Board and any such Party for which its Director and/or alternate Director has been removed may appoint a replacement.

  • Removal of Managers Unless otherwise restricted by law, any Manager or the entire Board may be removed or expelled, with or without cause, at any time by the Member, and any vacancy caused by any such removal or expulsion may be filled by action of the Member.

  • Resignation and Removal of Trustees Each of the Trustee and the Delaware Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Master Servicer. Upon receiving such notice of resignation, the Master Servicer shall promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time the Trustee or the Delaware Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Master Servicer, or if at any time the Trustee or the Delaware Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of such trustee or of its property shall be appointed, or any public officer shall take charge or control of such trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Master Servicer may remove such trustee and appoint a successor trustee by written instrument, in duplicate, copies of which instrument shall be delivered to the trustee so removed, the trustee continuing in its capacity and the successor trustee. The Holders of Certificates evidencing Percentage Interests aggregating more than 50% of REMIC II may at any time remove the Trustee or the Delaware Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. Any resignation or removal of the Trustee or the Delaware Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.07 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.08. Any expenses associated with the resignation of the Trustee or the Delaware Trustee shall be borne by such trustee, and any expenses associated with the removal of the Trustee or the Delaware Trustee shall be borne by the Master Servicer.

  • Resignation and Removal of the Depositary The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by 120 days prior written notice of such removal, to become effective upon the later of (i) the 120th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor and shall deliver to such successor a list of the Owners of all outstanding American Depositary Shares. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

  • Resignation and Removal of the Trustee The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice of resignation to the Depositor, the Master Servicer, and each Rating Agency not less than 60 days before the date specified in such notice, when, subject to Section 8.08, such resignation is to take effect, and acceptance by a successor trustee in accordance with Section 8.08 meeting the qualifications set forth in Section 8.06. If no successor trustee meeting such qualifications shall have been so appointed and have accepted appointment within 30 days after the giving of such notice or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time the Trustee shall cease to be eligible in accordance with Section 8.06 and shall fail to resign after written request thereto by the Depositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or a tax is imposed with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located and the imposition of such tax would be avoided by the appointment of a different trustee, then the Depositor or the Master Servicer may remove the Trustee and appoint a successor trustee by written instrument, in triplicate, one copy of which shall be delivered to the Trustee, one copy to the Master Servicer and one copy to the successor trustee. The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which shall be delivered by the successor Trustee to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. The successor trustee shall notify each Rating Agency of any removal of the Trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to this Section 8.07 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.08.