Removal of a Representative Sample Clauses

The "Removal of a Representative" clause outlines the process and conditions under which a party may remove an appointed representative from their role. Typically, this clause specifies the grounds for removal, such as misconduct, conflict of interest, or failure to perform duties, and may detail the required notice period or approval process. Its core function is to provide a clear mechanism for replacing representatives when necessary, thereby ensuring that the interests of the parties are protected and that the representation remains effective and appropriate throughout the agreement.
Removal of a Representative. Except as expressly provided for herein, a Representative may be removed only by the Member which appointed him or her. Notwithstanding the foregoing, the Members may remove a Representative for the following reasons: (a) gross negligence or willful misconduct in the performance of his or her duties as a Representative; (b) malfeasance as a Representative; (c) conviction of a felony offense; (d) failure to attend at least three (3) consecutive regular and/or special meetings of the Members; or (e) the arising of a conflict of interest between the Cooperative and the Representative, the Representative’s immediate family, or any entity in which the Representative or a member of the Representative’s immediate family has an interest as an agent, consultant, independent contractor, employee, officer, director, or owner, including as a stockholder, partner, or member other than a conflict of interest which arises as a result of a Representative having been appointed by Member or a Representative having an interest of any kind, including as an employee, in the appointing Member. The Chairman of the Board shall provide the Representative with at least thirty (30) days notice of the meeting at which the Members’ intend to Vote on the matter for removal and the reason for the Vote. If the Representative cures the matter prior to the meeting, the Members shall forbear any actions with respect to the subject removal of the Representative. The cure shall be affected by a demonstration to the Members that the matter has been resolved. If the Chairman of the Board is the Representative subject to removal proceedings, the Vice Chairman or the Vice Chairman’s appointee will preside over removal proceedings for its duration.
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Removal of a Representative. 11.1 If an Appointing Member removes (or is deemed to have removed) a Representative appointed by it then such Member shall procure that such Representative vacates office without any claim to JV LLP for loss of office or otherwise relating to his removal and such Appointing Member shall indemnify on an after tax basis and hold harmless, to the fullest extent permitted by law, JV LLP against any loss, cost, damage, expense or liability suffered or incurred: 11.1.1 by reason of any claim by the vacating Representative for wrongful or unfair dismissal or redundancy; and 11.1.2 in connection with it having been or being a party or having been or being threatened to be made party to any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative by reason of any of the matters referred to in Clause 11.1.1 above; provided however that JV LLP shall not be so indemnified with respect to any matter resulting from its wilful default, negligence or fraud, and that a Member‟s aggregate liability under and in connection with the indemnity set out in this Clause 11.1 shall be limited to £10,000,000. 11.2 The indemnity contained in this Clause 11 shall continue notwithstanding the termination (in whole or in part) of this Agreement and/or the winding up of JV LLP (for any reason whatsoever). 11.3 Notwithstanding any other term of this Agreement, a Member shall immediately remove a Representative appointed by it (by written notice to JV LLP and the other Member) if: 11.3.1 that Member ceases to be a member of JV LLP (in which circumstances, the outgoing Member shall remove all Representatives appointed by it and the outgoing Member shall not be entitled to replace any Representative); 11.3.2 the Representative exercises his voting rights in contravention of this Agreement (in which circumstances the Members shall co-operate with each other as appropriate to rectify any adverse consequences of that Representative‟s actions or omissions); 11.3.3 the Representative becomes bankrupt or makes any arrangement or composition with its creditors generally (or any step is taken towards the same); 11.3.4 the Representative is, or may be, suffering from mental disorder and either: (a) is admitted to hospital under an application for admission for treatment under the Mental Health ▇▇▇ ▇▇▇▇ or, in Scotland, the ▇▇▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇▇▇▇▇▇) ▇▇▇ ▇▇▇▇; or (b) an order is made (by a court having jurisdiction) for the Representative‟s ...
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Related to Removal of a Representative

  • Removal of a General Partner (a) Upon the occurrence of an Event of Bankruptcy as to, or the dissolution of, a General Partner, such General Partner shall be deemed to be removed automatically; provided, however, that if a General Partner is on the date of such occurrence a partnership, the withdrawal, death or dissolution of, Event of Bankruptcy as to, or removal of, a partner in, such partnership shall be deemed not to be a dissolution of the General Partner if the business of such General Partner is continued by the remaining partner or partners. The Limited Partners may not remove the General Partner, with or without cause. (b) If a General Partner has been removed pursuant to this Section 7.4 and the Partnership is continued pursuant to Section 7.3, such General Partner shall promptly transfer and assign its General Partnership Interest in the Partnership to the substitute General Partner approved by the Limited Partners in accordance with Section 7.3(b) and otherwise admitted to the Partnership in accordance with Section 7.2. At the time of assignment, the removed General Partner shall be entitled to receive from the substitute General Partner the fair market value of the General Partnership Interest of such removed General Partner as reduced by any damages caused to the Partnership by such General Partner. Such fair market value shall be determined by an appraiser mutually agreed upon by the General Partner and the Limited Partners holding a majority of the Percentage Interests of all Limited Partners within 10 days following the removal of the General Partner. If the parties are unable to agree upon an appraiser, the removed General Partner and the Limited Partners holding a majority of the Percentage Interests of all Limited Partners each shall select an appraiser. Each such appraiser shall complete an appraisal of the fair market value of the removed General Partner’s General Partnership Interest within 30 days of the General Partner’s removal, and the fair market value of the removed General Partner’s General Partnership Interest shall be the average of the two appraisals; provided, however, that if the higher appraisal exceeds the lower appraisal by more than 20% of the amount of the lower appraisal, the two appraisers, no later than 40 days after the removal of the General Partner, shall select a third appraiser who shall complete an appraisal of the fair market value of the removed General Partner’s General Partnership Interest no later than 60 days after the removal of the General Partner. In such case, the fair market value of the removed General Partner’s General Partnership Interest shall be the average of the two appraisals closest in value. (c) The General Partnership Interest of a removed General Partner, during the time after default until transfer under Section 7.4(b), shall be converted to that of a special Limited Partner; provided, however, such removed General Partner shall not have any rights to participate in the management and affairs of the Partnership, and shall not be entitled to any portion of the income, expense, profit, gain or loss allocations or cash distributions allocable or payable, as the case may be, to the Limited Partners. Instead, such removed General Partner shall receive and be entitled only to retain distributions or allocations of such items that it would have been entitled to receive in its capacity as General Partner, until the transfer is effective pursuant to Section 7.4(b). (d) All Partners shall have given and hereby do give such consents, shall take such actions and shall execute such documents as shall be legally necessary, desirable and sufficient to effect all the foregoing provisions of this Section.

  • Removal of Manager Upon an Event of Default (and so long as the Private Owner is then the Manager), the Initial Member may remove the Private Owner as the Manager and appoint a successor Manager in the sole discretion of the Initial Member in accordance with Section 12.4, whereupon such successor Manager shall immediately succeed to all, or such portion as the Initial Member and successor Manager agree, of the rights, powers, duties and obligations of the “Manager” hereunder, and the predecessor Manager shall promptly take such actions as may be reasonably requested by the Initial Member to facilitate the transition to such successor Manager.

  • Appointment of Representative (a) Selection Upon the occurrence of an Event of Default, a single representative shall be appointed to represent all of the Holders (the “Representative”). The Representative (i) may, but need not, be a Holder; (ii) shall not be affiliated with or related to the Company; and (iii) shall be selected by the Holders as follows: 1. For a period of up to twenty (20) business days following the Notice of Default, the Holders shall confer among themselves as to the appointment of a Representative. 2. If at any time during such twenty (20) day period, the Holders of a majority of the Notes, measured by the original Principal Amount of each such Note (a “Majority”), agree as to the appointment of a Representative, that person shall be the Representative.

  • Removal of General Partner (a) Upon the occurrence of an Event of Bankruptcy as to, or the dissolution of, the General Partner, the General Partner shall be deemed to be removed automatically; provided, however, that if the General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to or removal of a partner in such partnership shall be deemed not to be a dissolution of the General Partner if the business of the General Partner is continued by the remaining partner or partners. The Limited Partners may not remove the General Partner, with or without cause. (b) If the General Partner has been removed pursuant to this Section 7.04 and the Partnership is continued pursuant to Section 7.03, the General Partner shall promptly transfer and assign its General Partnership Interest in the Partnership to the substitute General Partner approved by a Majority in Interest in accordance with Section 7.03(b) and otherwise be admitted to the Partnership in accordance with Section 7.02. At the time of assignment, the removed General Partner shall be entitled to receive from the substitute General Partner the fair market value of the General Partnership Interest of such removed General Partner as reduced by any damages caused to the Partnership by such General Partner. Such fair market value shall be determined by an appraiser mutually agreed upon by the General Partner and a Majority in Interest (excluding the General Partner and any Subsidiary of the General Partner) within ten days following the removal of the General Partner. In the event that the parties are unable to agree upon an appraiser, the removed General Partner and a Majority in Interest (excluding the General Partner and any Subsidiary of the General Partner) each shall select an appraiser. Each such appraiser shall complete an appraisal of the fair market value of the removed General Partner’s General Partnership Interest within 30 days of the General Partner’s removal, and the fair market value of the removed General Partner’s General Partnership Interest shall be the average of the two appraisals; provided, however, that if the higher appraisal exceeds the lower appraisal by more than 20% of the amount of the lower appraisal, the two appraisers, no later than 40 days after the removal of the General Partner, shall select a third appraiser who shall complete an appraisal of the fair market value of the removed General Partner’s General Partnership Interest no later than 60 days after the removal of the General Partner. In such case, the fair market value of the removed General Partner’s General Partnership Interest shall be the average of the two appraisals closest in value. (c) The General Partnership Interest of a removed General Partner, during the time after default until transfer under Section 7.04(b), shall be converted to that of a special Limited Partner; provided, however, such removed General Partner shall not have any rights to participate in the management and affairs of the Partnership, and shall not be entitled to any portion of the income, expense, profit, gain or loss allocations or cash distributions allocable or payable, as the case may be, to the Limited Partners. Instead, such removed General Partner shall receive and be entitled only to retain distributions or allocations of such items that it would have been entitled to receive in its capacity as General Partner, until the transfer is effective pursuant to Section 7.04(b). (d) All Partners shall have given and hereby do give such consents, shall take such actions and shall execute such documents as shall be legally necessary and sufficient to effect all the foregoing provisions of this Section 7.04.

  • Appointment of Representatives 11.01 The Employer acknowledges the right of the Union to appoint employees as Union Representatives. The Union will provide the Employer with the names of all Union Representatives within a reasonable period. 11.02 The Union shall determine the jurisdiction of each Union Representative, having regard to the plan of organization, the distribution of employees at the workplace and the administrative structure implied by the grievance procedure covered by this Agreement.