Replacement of the Manager Sample Clauses

The Replacement of the Manager clause outlines the process and conditions under which the current manager of an entity, such as a fund or partnership, can be removed and replaced. Typically, this clause specifies who has the authority to initiate the replacement—such as a majority of investors or board members—and the procedures that must be followed, including notice requirements and the appointment of a successor. Its core practical function is to provide a clear and orderly mechanism for changing management in situations where the current manager is unable or unfit to continue, thereby protecting the interests of stakeholders and ensuring continuity of operations.
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Replacement of the Manager. At any time, the Manager or the Parent may designate the Parent or any Controlled Entity of the Parent to replace the incumbent Manager as manager of the Company. The Person so designated to become a successor Manager shall be admitted to the Company as the Manager, effective immediately upon the successor Manager executing and delivering to the Company a counterpart signature page to this Agreement or other written evidence of such successor Manager’s acceptance of all of the terms and conditions of this Agreement. Upon any such admission of any such successor Manager in accordance with this Section 7.10, (a) the predecessor Manager shall be relieved of its obligations under this Agreement and shall cease to be a manager of the Company without any separate Consent of any Members or the consent or approval of any Member, and (b) the successor Manager shall promptly notify the Members in writing of such replacement. Any such successor shall carry on the business of the Company without dissolution. If the Manager resigns from the Company in violation of this Agreement, or otherwise dissolves or terminates or ceases to be the manager of the Company, and the Parent does not replace the Manager within thirty (30) days, then the Parent shall cause the Company to promptly notify the Members in writing of the same, and Members holding a majority of the outstanding Class A Units may select a successor Manager.
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Replacement of the Manager. In the event that ▇▇▇▇▇▇▇ is no longer the CEO, Executive Chairman or otherwise employed by or a director of any Jagged Peak Employer, the Board of Directors of PubCo, with the approval of Quantum, shall select a replacement Manager.
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Replacement of the Manager. The Members may not remove the Person designated as the Manager without such Person’s prior written consent. In the event the Manager resigns, the holders of a majority of the outstanding Units may select a replacement Manager.
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Replacement of the Manager. The Manager may not resign -------------------------- from its obligations and duties as the Manager, nor may the Manager be terminated in whole or in part, unless a successor Manager ("Successor Manager") has been appointed by the Company (or, in the case of a removal of the Manager upon the occurrence of the event described under Section 8.2(f), the Owner Trustees) with the approval of the Owner Trustees, the Owner Participants and the Indenture Trustees, and such Successor Manager has accepted such appointment and, the Company has received written confirmation from the Rating Agencies that, after giving effect to the selection of the Successor Manager, no lowering or withdrawal of the then current ratings on the Certificates will occur. Any Successor Manager shall be a nationally known corporation incorporated in the United States which is engaged in the railcar leasing or management business, be capable of performing the services under the Agreement and have a net worth in excess of $50,000,000. Any Successor Manager, however appointed, shall execute and deliver to the Company and to the predecessor Manager an instrument accepting such appointment, including customary confidentiality provisions in favor of the predecessor Manager and the Company, and thereupon such Successor Manager, without further act, shall become vested with all the rights, powers, duties and trusts of the predecessor Manager hereunder with like effect as if originally named the Manager herein.
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Replacement of the Manager. In the event the Manager is removed, retires, withdraws, or otherwise ceases to be a Manager, the Company will be governed by its Members unless a new Manager, who agrees to act as such, is appointed by written consent upon a Majority Vote of the Members. Any Member may request a meeting at which such vote may be taken, and will provide notice of that meeting to all Members not less than twenty days prior to the date set for such meeting. At such meeting, the Members may elect a successor Manager. The successor Manager will be governed by the terms and provisions of this Agreement and such successor Manager will agree, in writing, to be bound by and to accept all rights, duties, privileges, and obligations set forth herein as appertaining to the Manager.
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Replacement of the Manager. 3.6.1 Upon the occurrence of a Manager Default, Southern Highlands shall have the unilateral right to remove Chris Homes and any successor Stuhmer-Controlled Manager by notice t▇ ▇▇▇hmer and the Manager. Suc▇ ▇▇▇▇▇al shall be effective on the date ▇▇▇▇▇▇ied in such notice, not to be earlier than forty-five (45) days following the date of such notice and not before the time has expired to cure such Manager Default, as specified by this Agreement. Upon receipt of such notice of removal by Southern Highlands, Stuhmer shall have fifteen (15) days within which to irrevocably ele▇▇ ▇▇ ▇ppoint a new Stuhmer-Controlled Manager, which Stuhmer-Controlled Manager shall b▇ ▇▇▇▇▇red to assume the obligatio▇▇ ▇▇ ▇uccessor Manager not later than the expiration of the foregoing 45 day period. If Stuhmer fails or refuses for any reason to appoint a successor Stuhm▇▇-▇▇▇▇rolled Manager within the time allowed, Southern Highlan▇▇ ▇▇▇▇l be authorized to unilaterally appoint a successor Manager. The only qualification for any successor Manager appointed by Southern Highlands is that such successor Manager must be approved by the Lender. 3.6.2 At any time and upon not less than 45 days advance notice to Chris Homes, Stuhmer may require that Chris Homes be removed as Mana▇▇▇, with or ▇▇▇▇▇▇▇ cause, and replac▇▇ ▇▇th a Stuhmer-Controlled Manager.
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Related to Replacement of the Manager

  • Appointment of the Manager The Trust is engaged in the business of investing and reinvesting its assets in securities of the type and in accordance with the limitations specified in its Declaration of Trust, as amended and supplemented from time to time, By-Laws (if any) and Registration Statement filed with the Securities and Exchange Commission (the "Commission") under the 1940 Act and the Securities Act of 1933 (the "Securities Act"), including any representations made in the prospectus and statement of additional information relating to the Funds contained therein and as may be amended or supplemented from time to time, all in such manner and to such extent as may from time to time be authorized by the Trust's Board of Trustees (the "Board"). The Board is authorized to issue any unissued shares in any number of additional classes or series. The investment authority granted to the Manager shall include the authority to exercise whatever powers the Trust may possess with respect to any of its assets held by the Funds, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer, and participate in class actions and other legal proceedings on behalf of the Funds. The Trust hereby appoints the Manager, subject to the direction and control of the Board, to manage the investment and reinvestment of the assets in the Funds and, without limiting the generality of the foregoing, to provide the other services specified in Section 2 hereof. The Trust hereby appoints the Manger to provide the Fundlevel duties and services as set forth in Section 2(b) hereof, for the compensation and on the terms herein provided, and the Manager hereby accepts such appointment. Each new investment portfolio established in the future by the Trust shall automatically become a "Fund" for all purposes hereunder as if it were listed on Schedule A, absent written notification to the contrary by either the Trust or the Manager.

  • Replacement of Manager If at any time after any Action is brought the Manager settles the Action on a basis that results in the settlement of such Action against it and fewer than all the Underwriters (whether or not such settlement complies with Section 9.7 hereof), the Manager will, at such time, for purposes of Sections 9.3, 9.4, 9.5, 9.6, and 9.7 hereof, cease to be the Manager. The non-settling Underwriters will, by vote of holders of a majority of the Underwriting Percentage of such non-settling Underwriters, select a new Manager, which will become the new “Manager” for all purposes of Sections 9.3, 9.4., 9.5, 9.6, and 9.7 hereof as well as this section; provided that the non-settling Underwriter(s) with the largest Underwriting Percentage will act as Manager until such vote occurs and a new Manager is selected. 4 Notwithstanding such a settlement, the Manager and the other settling Underwriters will remain obligated to the non-settling Underwriters to assist and cooperate fully, in good faith, and at their own expense, in the defense of any Actions, including, without limitation, by providing, upon reasonable request of any non-settling Underwriter, and without the necessity of court process, access to or copies of all relevant records, and reasonable access to all witnesses under control of the Manager or the other settling Underwriters, for the purpose of interviews, depositions, and testimony at trial, subject in each case to the applicable legal and procedural obligations of such Manager and such other settling Underwriter. In addition, if at any time, the Manager is unwilling or unable for any reason to assume or discharge its duties as Manager under the applicable AAU, whether resulting from its insolvency (voluntary or involuntary), resignation or otherwise, to the extent permitted by applicable law, the remaining Underwriters will, by vote of holders of a majority of the Underwriting Percentage of such Underwriters, be entitled to select a new Manager, which will become the new Manager for all purposes under this Agreement. 5 Notwithstanding the foregoing, a Manager replaced pursuant to this Section 9.9 shall continue to benefit from and be subject to all other terms and conditions of this Agreement applicable to an Underwriter.

  • 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.

  • 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.

  • Replacement of the Trustee (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D).