Removal for Cause Sample Clauses

Removal for Cause. In the event that the Director is Removed (at any time) for Cause, as defined herein, then he shall forfeit any and all rights and benefits he may have under the terms of this Agreement and shall have no right to be paid any of the amounts which would otherwise be due or paid to the Director by the Bank pursuant to the terms of this Agreement.

Removal for Cause. Any Trustee may be removed by the Shareholders by a Majority Shareholder Vote, and the Shareholders may, by a Majority Shareholder Vote, require the removal of any Officer, if a Finding of Cause with respect to such Trustee or Officer shall have been made and shall have become effective and shall not have been withdrawn or rescinded in accordance with the provisions of this Section 2.2(c). For purposes of this Agreement, the term "Finding of Cause" means (i) a written determination by the Shareholders by a Majority Shareholder Vote that a Trustee or Officer has committed (A) willful malfeasance in the performance of any of such Trustee's or Officer's material duties in his or her capacity as such (B) willful misconduct or fraud or (C) gross negligence which is the primary cause of a material adverse effect on the Trust, which written determination identifies with reasonable particularity the actions by such Trustee or Officer constituting such willful malfeasance, willful misconduct, fraud or gross negligence, and, in the case of gross negligence, the material adverse effect on the Trust resulting therefrom, and (ii) in the case of gross negligence, the material adverse effect resulting therefrom has continued without being substantially cured for a period of at least thirty Business Days after the date upon which such written determination was given to the Board and such Trustee or Officer; provided, however, that, (1) at least 10 days prior to submitting any such written determination, GMIMCo and the GM Investors shall consult with the President of the Trust and the senior most employee of HILP that is a Hines Designee regarding the circumstances deemed by GMIMCo and the GM Investors to be a possible basis for a Finding of Cause, and (2) any such Trustee or Officer shall have the right to dispute any determination that such willful malfeasance, willful misconduct, fraud or gross negligence has occurred and, in the case of gross negligence, that such gross negligence is the primary cause of a material adverse effect on the Trust that has not been substantially cured, and, if such Trustee or Officer commences legal action for declaratory or injunctive relief with respect to such Finding of Cause within 15 Business Days after written determination of such is delivered to the Trust and such Trustee or Officer (which 15 Business Days may, in the case of gross negligence, be extended for an additional 30 Business Days if such Officer or Trustee is diligently p...

Removal for Cause. In the event that Director is removed for Cause at any time after a Change in Control, Director shall not be entitled to any of the benefits set forth in Section 3 of this Agreement not yet received by him, except to the extent that Director exercised rights prior to such removal with respect to options as provided under Sections 3(a) and 3(b) hereof. The foregoing shall not affect any rights of Director accrued other than by virtue of this Agreement. For purposes of this Agreement, Director shall be deemed to have been removed for cause only if such removal is effected for any of the following reasons: (a) gross neglect or willful misconduct by Director in the performance of Director's duties resulting in material economic harm to Sensormatic; or (b) the conviction of Director for a felony involving moral turpitude under federal or state law; PROVIDED, HOWEVER, that the determination of the existence of the grounds referred to in subparagraph (a) of this Section 4 shall be made, in good faith, solely by a majority of the members of Sensormatic's (or its corporate successor's) Board of Directors who were members of Sensormatic's Board of Directors for a period of at least two years immediately prior to the Change in Control (other than directors who prior to such Change in Control were appointed or elected as directors as a consequence of their association or affiliation with any Person effecting such Change in Control) ("Previous Members of the Board of Directors") who are then in office with Sensormatic or its corporate successor (provided that such majority shall consist of not less than two persons); and PROVIDED, FURTHER, that Director shall be given prior written notice by the Board of Directors of the intention to terminate him for Cause and the specific grounds for such termination, as determined in accordance with this Section 4, and shall be entitled to a hearing before such Previous Members of the Board of Directors before such termination becomes effective.

Removal for Cause. The Administrator will, if any of the following events occurs and is continuing, remove the Owner Trustee and terminate its rights and obligations under this Agreement by notifying the Owner Trustee: (i) the Owner Trustee no longer meets the eligibility requirements in Section 9.1; (ii) the Owner Trustee is legally unable to act as Owner Trustee; or (iii) an Insolvency Event of the Owner Trustee occurs.

Removal for Cause. (a) The Collateral Manager may be removed for Cause upon 30 Business Days’ prior written notice by the Issuer (“Termination Notice”) at the direction of a Supermajority of the Controlling Class or a Majority of the Subordinated Notes. Simultaneous with its direction to the Issuer to remove the Collateral Manager for Cause, a Majority of the Subordinated Notes or a Supermajority of the Controlling Class, as applicable, shall give to the Issuer a written statement setting forth the reason for such removal (“Statement of Cause”). The Issuer shall deliver to the Trustee (who shall deliver a copy of such notice to the Holders) a copy of the Termination Notice and the Statement of Cause within five Business Days of receipt. No such removal shall be effective (A) until the date as of which a successor Collateral Manager shall have been appointed in accordance with Sections 12(d) and (e) and delivered an Instrument of Acceptance to the Issuer and the removed Collateral Manager and the successor Collateral Manager has effectively assumed all of the Collateral Manager’s duties and obligations and (B) unless the Statement of Cause has been delivered to the Issuer as set forth in this Section 14(a). “Cause” means any of the following:

Removal for Cause. The Administrator will, if any of the following events occurs and is continuing, remove a Co-Trustee and terminate its rights and obligations under this Agreement by notifying the Co-Trustee: (i) the Co-Trustee no longer meets the applicable eligibility requirements in Section 9.1; (ii) the Co-Trustee is legally unable to act as Owner Trustee or Delaware Trustee, as applicable; or (iii) an Insolvency Event of the Co-Trustee occurs.

Removal for Cause. The term “Removal for Cause” or “Removed for Cause” shall mean termination of the Director’s service as a member of the Board of Directors of the Bank by reason of any of the following:

Removal for Cause. The Director agrees that if the Director’s service as a member of the Board of Directors of the Bank is terminated as a result of a “Removal for Cause”, as defined in subparagraph 1.12 of this Agreement, the Director shall forfeit any and all rights and benefits the Director may have under the terms of this Agreement and shall have no right to be paid any of the amounts which would otherwise be due or paid to the Director by the Bank pursuant to the terms of this Agreement.

Removal for Cause. (a) The Collateral Manager may be removed for Cause upon ten (10) Business Days’ prior written notice by the Issuer (“Termination Notice”) at the direction of a Supermajority of the Controlling Class. Simultaneous with its direction to the Issuer to remove the Collateral Manager for Cause, a Supermajority of the Controlling Class shall give to the Issuer a written statement setting forth the reason for such removal (“Statement of Cause”). The Issuer shall deliver to the Trustee (who shall deliver a copy of such notice to the Holders) a copy of the Termination Notice and the Statement of Cause within five (5) Business Days of receipt. No such removal shall be effective (A) until the date as of which a successor Collateral Manager shall have been appointed in accordance with Sections 12(d) and (e) and delivered an Instrument of Acceptance to the Issuer and the removed Collateral Manager and the successor Collateral Manager has effectively assumed all of the Collateral Manager’s duties and obligations and (B) unless the Statement of Cause has been delivered to the Issuer as set forth in this Section 14(a). “Cause” shall mean any of the following: