Common use of Removal of the Managing Member Clause in Contracts

Removal of the Managing Member. 10.1 Term & Removal. The Managing Member will serve as Managing Member of the Company and each Series for an indefinite term. Notwithstanding the foregoing, the Managing Member may be removed by the Members of the Company acting by way of a Super Majority Vote if the Managing Member is found by a non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with a Series or the Company and which has a material adverse effect on the Company. The Managing Member shall call a meeting of all of the Members of the Company within 30 calendar days of such final non-appealable judgment of a court of competent jurisdiction, at which the Members may (i) by Super Majority Vote, remove the Managing Member of the Company and each relevant series in accordance with this Article X and (ii) if the Managing Member is so removed, by a plurality, appoint a replacement Managing Member or approve the liquidation and dissolution and termination of the Company and each of the series in accordance with Article XI. If the Managing Member fails to call a meeting as required by this Article X, then any Members shall have the ability to demand a list of all Record Holders of the Company pursuant to Section 8.1(b) and to call a meeting at which such a vote shall be taken. In the event of its removal, the Managing Member shall be entitled to receive all amounts that have accrued and are then currently due and payable to it pursuant to this Agreement but shall forfeit its right to any future distributions. Prior to its admission as a Managing Member of any series, any replacement Managing Member shall acquire the Interests held by the departing Managing Member in such series, if any, for fair market value and in cash immediately payable on the Transfer of such Interests. For the avoidance of doubt, if the Managing Member is removed as Managing Member of the Company it shall also cease to be Managing Member of each of the series