Removal of the Managers Clause Samples

The 'Removal of the Managers' clause outlines the process and conditions under which managers of an entity can be dismissed from their roles. Typically, this clause specifies who has the authority to initiate removal, such as members or a board, and may require a certain vote threshold or the occurrence of specific events like misconduct or breach of duty. Its core function is to provide a clear and orderly mechanism for replacing managers when necessary, thereby protecting the organization from ineffective or inappropriate leadership.
Removal of the Managers. Any Manager may be removed either by (a) the vote or written consent of at least two-thirds (2/3) of the Managers not subject to the removal vote or (b) the vote or written consent of Members holding not less than two-thirds (2/3) of the total number of votes eligible to be cast by all Members.
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Removal of the Managers. The MRI Manager shall serve at the pleasure of MRIMRI and may be removed by MRIMRI at any time. The CNG Manager shall serve at the pleasure of CNG and may be removed by CNG at any time.
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Removal of the Managers. (a) A Manager may be removed as Manager by the Consent of more than 75% in Interest of the Members for the following reasons: (i) immediately, without notice, in the event of conclusive evidence of gross negligence or dishonesty in the performance of the duties of the Managers; and (ii) upon 30 days’ prior written notice, if not cured within such time, of a material breach by the Manager of this Agreement (b) If a Manager is removed as Manager pursuant to this Section 6.02, (i) except as provided in Section 6.05, the removed Manager shall be released from all obligations under this Agreement by instruments in form and substance satisfactory to the removed Manager whose approval thereof shall not be unreasonably withheld; (ii) if requested by the removed Manager, the Capital Contribution, if any, of the removed Manager, reduced by any amounts received by such Manager pursuant to interests in the Profits, Disbursable Cash or amounts paid it from proceeds received by the Company pursuant to the sale or refinancing or other disposition Company assets, shall be returned to it; and (iii) all amounts advanced to the Company, if any, by the removed Managing Member, together with interest thereon, shall have been paid in full. (c) If a sole Manager is removed as Manager pursuant to this Section 6.02 or if a sole Manager withdraws pursuant to Section 6.01, the Company shall be dissolved, unless, prior to the date upon which such removal or withdrawal is to be effective, a majority of the Members shall have given their Consent to the continuation of the business of the Company and to the appointment of a successor Manager.
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Removal of the Managers. A Manager then serving may be removed at any time, with or without cause, by the Member who or which appointed such Manager in accordance with Section 6.1 hereof. If the Manager removed hereunder is then a Member, the removal of such Manager shall not affect such Person’s rights as a Member and shall not constitute a withdrawal of the Member. No Member may remove a Manager appointed by the other Member, except as may be required by Law or Court Order.
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Removal of the Managers. A Manager may be removed from office only by a vote of a Super-Majority in Interest of the Members for self-dealing or other willful misconduct.
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Removal of the Managers. The ▇▇▇▇▇▇▇▇▇ Manager may be removed or replaced at any time from the Board, with or without cause, upon, and only upon, the written request of the ▇▇▇▇▇▇▇▇▇ Member. The ▇▇▇▇ Manager may be removed or replaced at any time from the Board, with or without cause, upon, and only upon, the written request of the ▇▇▇▇ Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any management contract and, if such Manager also is a Member, shall not affect such Manager’s rights as a Member or constitute a withdrawal of a Member.
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Removal of the Managers. 14 4.3 TRANSFER OF UNITS OF MEMBERS..........................................14
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Removal of the Managers. The MHI Manager shall serve at the pleasure of MHI and may be removed by MHI at any time. The CNG Manager shall serve at the pleasure of CNG and may be removed by CNG at any time.
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Related to Removal of the Managers

  • 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.

  • 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.

  • Status of the Manager The services of the Manager to the Fund, or with respect to the Portfolio, are not to be deemed exclusive, and the Manager shall be free to render similar services to others, as long as its services to the Fund or to the Portfolio are not impaired thereby. The Manager shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way, or otherwise be deemed an agent of the Fund.

  • 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.

  • Activities of the Manager The services of the Manager to the Fund hereunder are not to be deemed exclusive, and the Manager and any of its affiliates shall be free to render similar services to others. Subject to and in accordance with the Agreement and Declaration of Trust and By-Laws of the Trust and Section 10(a) of the 1940 Act, it is understood that trustees, officers, agents and shareholders of the Trust are or may be interested in the Manager or its affiliates as directors, officers, agents or stockholders; that directors, officers, agents or stockholders of the Manager or its affiliates are or may be interested in the Trust as trustees, officers, agents, shareholders or otherwise; that the Manager or its affiliates may be interested in the Fund as shareholders or otherwise; and that the effect of any such interests shall be governed by said Agreement and Declaration of Trust, By-Laws and the 1940 Act.