Removal of Manager Sample Clauses
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Removal of Manager. A Manager may be removed upon the following conditions:
(a) By affirmative vote or written consent of the Majority of the Members (excluding any Units or Percentage Interest of the Manager being removed). Members may exercise such right by presenting to the Manager a notice, with due verification of such vote or consent, to the effect that the Manager is removed; the notice shall set forth the grounds for removal and the date on which removal is to become effective;
(b) Concurrently with such notice or within thirty (30) days thereafter by notice similarly given, a Majority of the Members may also designate a successor as Manager;
(c) Substitution of a new Manager, if any, shall be effective upon written acceptance of the duties and responsibilities of a Manager by the new Manager and subject to the provisions of Section 7.1. Upon effective substitution of a new Manager, this Agreement shall remain in full force and effect, except for the change in the Manager, and business of the Company shall be continued by the new Manager. If an additional Manager is elected by the affirmative vote or consent of the Majority of the Members, without the concurrence of the Managers, or if all or any one of the initial Managers is removed as a Manager by the affirmative vote or consent of the Majority of the Members, and a successor or additional Manager(s) is thereafter designated, and if such successor or additional Manager(s) begins using any other loan brokerage firm for the placement of Loans or the servicing of Loans, Redwood Mortgage Corp. will be immediately released from any further obligation under the Formation Loan (except for a proportionate share of the principal installment due at the end of that year, prorated according to the days elapsed.) In the event that all of the Managers are removed, no other Managers are elected, the Company is liquidated and Redwood Mortgage Corp. is no longer receiving payments for services rendered, the debt on the Formation Loan shall be forgiven by the Company and Redwood Mortgage Corp. will be immediately released from any further obligation under the Formation Loan.
Removal of Manager. At any time there is more than one Member, the Members, at any time and from time to time and for any reason, by action of Members holding in the aggregate 51% of the total Percentage Interests, may remove the Manager then acting and elect a new Manager.
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.
Removal of Manager. The Member may, remove, with or without cause, the Manager. The person elected to fill such vacancy shall be elected by the Member, and such person shall hold office until his or her successor is elected or until his or her earlier death, resignation or removal.
Removal of Manager. (a) Whitehall may in its sole discretion elect, by ten (10) days' prior written notice, to remove WCPT as the Manager for Cause. Thereupon, WCPT shall cease to be an Appointing Member and Whitehall may appoint a new Manager. Nothing herein shall be deemed to limit the indemnification obligations under Section 4.3 if WCPT is removed as Manager of the Company, and this Section 9.1 shall not constitute a waiver of exculpation from claims by, or indemnification from, the Company with respect to any matter arising prior to the removal of WCPT.
(b) Notwithstanding anything to the contrary herein, Whitehall may deliver a Sales Notice to WCPT at any time upon the removal of WCPT as Manager pursuant to Section 9.1(a) and require the Company to sell any and all of the Properties (or sell the Subsidiary(ies) owning such Property(ies)), and may sell the Company as a whole, in one or more transactions to a Third Party in the manner provided in Sections 8.2 and 8.4, without having to first offer the Property(ies), the Subsidiary(ies) or the Company to WCPT. If WCPT shall notify the Company in writing that it disputes any of the grounds for its removal as Manager (setting forth in such notice WCPT's grounds for such dispute) no later than fifteen (15) days after receipt of any Sales Notice delivered to WCPT in accordance with the immediately preceding sentence, the Initial Members shall submit the subject matter of WCPT's notice for binding arbitration as provided in Section 5.10 no later than fifteen (15) days after receipt of the foregoing notice from WCPT. If the arbitrator shall rule that WCPT may be removed as Manager pursuant to this Agreement, the Company shall sell any and all of the Properties (or the Company's Subsidiary(ies)) as selected by Whitehall in one or more transactions to Third Parties and Whitehall shall also have the full and exclusive right, power and authority on behalf of all Members to sell the Company itself to such a Third Party.
Removal of Manager. Any Manager may be removed, for or without cause, though his term may not have expired, by the vote of a majority of the Percentage Interests of the Members at a special meeting called for that purpose.
Removal of Manager. (a) The Members may remove a Manager before the expiration of the Manager's term specified in this Agreement by the affirmative vote of all of the Members.
(b) At any meeting of Members called expressly for the purpose, a Manager may be removed for any reason, with or without cause, on a resolution unanimously adopted by the Members.
Removal of Manager. (a) The AIMCO Managing Member may be removed as the Manager by Investor as provided herein under the following circumstances (each, a "Removal Event"):
(1) If AIMCO REIT, AIMCO OP, any of the AIMCO Members or any of their respective Affiliates suffers or commits one or more breaches or defaults of this Agreement or any of the other organizational or formation documents of the Company or one or more Subsidiaries, including, without limitation, the Contribution and Sale Agreements, (other than the items set forth in clauses (2) through (6) of this Section 4.8 or a Section 4.16(e) Breach), which breaches or defaults, in the aggregate, have or may be reasonably anticipated to have, a Material Adverse Effect on the Company, one or more Subsidiaries or Projects or Investor, and, if such breach or default is curable, such breach or default is not cured (x) in the case of a monetary default, within ten (10) Business Days after written notice by Investor to the Manager; or (y) in the case of a non-monetary default, within thirty (30) days after written notice by Investor to the Manager or the AIMCO Managing Member, as the case may be; provided, however, that if such non-monetary default cannot be cured within such thirty (30) day period and the AIMCO Members are diligently and in good faith pursuing such cure, then instead of such thirty (30) day period the AIMCO Members shall have a reasonable period of time to cure such breach or default not to exceed ninety (90) days after such written notice;
(2) Cause exists or occurs;
(3) the occurrence or existence of an Unpermitted Transfer relating to AIMCO REIT or any of the AIMCO Members;
(4) the occurrence or existence of a Deferred Maintenance Default or a Shortfall Loan Default relating to any of the AIMCO Members;
(5) the Bankruptcy of any of the AIMCO Members, or any direct or indirect owner of a beneficial interest in any AIMCO Member (other than any Interest Holders in AIMCO REIT or AIMCO OP); or
(6) failure of the AIMCO Members to make an RSD Payment under ARTICLE 13 hereof. The occurrence or existence of any of the foregoing events, conditions or circumstances with respect to or by any additional Members holding their Membership Interests in the Company through or as successors to any AIMCO Member shall also constitute a Removal Event.
(b) Within one hundred eighty (180) days after Investor becomes aware of the occurrence or existence of a Removal Event, Investor may remove the AIMCO Managing Member as the Manag...
Removal of Manager. The Manager may resign at any time, or may be removed at any time by a vote of the Members holding the Required Interest. Upon such removal or resignation, a new Manager shall be designated by a vote of the Members holding the Required Interest. Other than as set forth in this Section 5.5, the Manager may not be removed.
Removal of Manager. (a) Removal of Manager Subject to FCC approval, if required, NSM shall be removed as the Manager, and the management of the Company shall be transferred to a successor Manager in accordance with Section 6.2(b) and Section 6.2(c) if NSM (i) is unwilling or unable to serve as the Manager, (ii) would not be considered a Qualified Person if NSM itself were the applicant or licensee, as the case may be, in respect of the licenses held by the License Company or its Subsidiaries at any time prior to the fifth anniversary of the Initial Grant Date and such failure is reasonably likely to materially impair the ability of the License Company or any of its Subsidiaries to realize the Auction Benefits or result in the revocation or non-renewal of any license, or (iii) commits a Significant Breach at any time.