Election of Managers; Terms Sample Clauses

Election of Managers; Terms. Managers shall be elected by the Members in such manner and for such terms as prescribed by this Agreement, subject to the right of certain Members to appoint Managers as provided by Sections 5.3(a)(iv) and (v) below. A Member who is entitled to appoint one or more Managers pursuant to Sections 5.3(a)(iv) and (v) below and such Member’s Affiliates shall not be entitled to vote for the election (or removal) of Managers by the Members, as their right to representation exists in their right of appointment. Except as otherwise provided herein, all Managers elected by the Members shall serve three-year terms and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. Once the election of Managers begins, no Manager may serve more than three consecutive full three-year terms. In order to preserve continuity of governance and the harmonious transition of the initial Board of Managers to the elected Board of Managers, the terms of the Managers on the initial Board shall be staggered such that one-third of such Managers (or as nearly as possible) shall be elected annually by the Members. The Board has adopted nomination, reporting and other election procedures to achieve the desired staggered effect and election matters prescribed by this Agreement.
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Election of Managers; Terms. Managers not appointed by the Class B Member(s) shall be elected by the Class A and Class C Members, voting by class. Beginning at the annual meeting of the Members to be held following the close of the Fiscal Year ending September 30, 2007 ("2008 Annual Meeting"), Managers not appointed by the Class B Member(s) shall be elected by the Class A and Class C Members in such manner and for such terms as prescribed by this Agreement. Except as otherwise provided herein, all Managers elected by the Class A and Class C Members shall serve three-year terms and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. Managers appointed by the Class B Member(s) shall serve indefinitely at the pleasure of the appointing Class B Member(s) until a successor is appointed, or until the earlier death, resignation or disqualification of the Manager. In order to preserve continuity of governance and the harmonious transition from the initial Board of Managers to the elected/appointed Board of Managers, the terms of the Managers to be elected shall be staggered such that one-third of such Managers (or as nearly as possible) shall be elected annually by the Class A and Class C Members beginning at the 2008Annual Meeting and continuing each year thereafter. The Board shall adopt nomination, reporting, and other election procedures in advance of the 2008 Annual Meeting to achieve the desired staggered effect and election matters prescribed by this Agreement.
Sample 1
Election of Managers; Terms. Beginning at the first annual meeting of the Members to be held after the later of December 31, 2008 or the six-month anniversary of the start-up of the Company’s proposed ethanol plant (the “2009 Annual Meeting”), Managers shall be elected by the Members in such manner and for such terms as prescribed by this Agreement. Except as otherwise provided herein, all Managers elected by the Members shall serve three-year terms and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. In order to preserve continuity of governance and the harmonious transition of the initial Board of Managers to the elected Board of Managers, the initial Board shall designate from among its members (or all of its members) the Managers to serve on the Board commencing on the next business following Escrow Closing until their successors are duly elected and qualified by the Members pursuant to this Section 5.3(a)(iii). The terms of the Managers so designated shall be staggered such that one-third of such Managers (or as nearly as possible) shall be elected annually by the Members beginning at the 2009 Annual Meeting and continuing each year thereafter. The Board shall adopt nomination, reporting and other election procedures in advance of the 2009 Annual Meeting to achieve the desired staggered effect and election matters prescribed by this Agreement.
Sample 1

Related to Election of Managers; Terms

  • Termination of Manager If (a) the amounts evidenced by the Note have been accelerated pursuant to Section 8.1(b) hereof, (b) the Manager shall become insolvent, (c) the Manager is in default under the terms of the Management Agreement beyond any applicable grace or cure period, or (d) Manager is not managing the Property in accordance with the management practices of nationally recognized management companies managing similar properties in locations comparable to those of the Property, then, in the case of (a), (b), (c) or (d), Borrower shall, at the request of Lender, terminate the Management Agreement and replace the Manager with a manager reasonably approved by Lender on terms and conditions reasonably satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. In addition and without limiting the rights of Lender hereunder or under any of the other Loan Documents, in the event that (i) the Management Agreement is terminated, (ii) the Manager no longer manages the Property, or (iii) a receiver, liquidator or trustee shall be appointed for Manager or if Manager shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Manager, or if any proceeding for the dissolution or liquidation of Manager shall be instituted, then Borrower (at Borrower's sole cost and expense) shall immediately, in its name, establish new deposit accounts separate from any other Person with a depository satisfactory to Lender into which all Rents and other income from the Property shall be deposited and shall grant Lender a first priority security interest in such account pursuant to documentation satisfactory in form and substance to Lender.

  • RESIGNATION OF MANAGERS Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board or the President. Any such resignation shall take effect at the time specified therein or, if no time is specified, upon receipt thereof by the Board of Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

  • Compensation of Managers Except as may be expressly provided for herein or hereafter approved by the Member, no payment will be made by the Company to any Manager for the services of such Manager or any partner or employee of the Manager.

  • Resignation of Manager A Manager other than an Independent Manager may resign as a Manager at any time by thirty (30) days’ prior notice to the Member. An Independent Manager may not withdraw or resign as a Manager of the Company without the consent of the Member. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to the Management Agreement in the form attached hereto as Exhibit A, and (ii) shall have executed a counterpart to this Agreement.

  • Termination of Management Agreement Evidence of the termination of any and all management agreements affecting the Property, effective as of the Closing Date, and duly executed by Seller and the property manager.

  • Compensation of Manager For the services to be rendered and the facilities to be provided by the Manager hereunder, the Trust shall pay to the Manager from the assets of each Fund a management fee computed daily and paid monthly at an annual rate equal to the lesser of (i) that percentage of that Fund's average daily net assets for the Fund's then-current fiscal year set forth opposite the Fund's name on Schedule A annexed hereto (the "Aggregate Management Fee"), minus that Fund's Aggregate Subadviser Fee (as defined below), if any, and (ii) the difference between that Fund's Aggregate Management Fee for the Fund's then-current fiscal year and the aggregate management fees allocated to that Fund for the Fund's then-current fiscal year from the registered investment company portfolios in which it invests (for which the Manager or an affiliate serves as investment adviser). To the extent that any Fund's Aggregate Subadviser Fee exceeds that Fund's Aggregate Management Fee, the Manager shall pay such amount to the applicable subadvisers on the Fund's behalf. A Fund's Aggregate Subadviser Fee is the aggregate amount payable by that Fund to subadvisers pursuant to agreements between the Trust on behalf of the Fund and the subadvisers. If the Manager provides services hereunder for less than the whole of any period specified in this Section 3, the compensation to the Manager shall be accordingly adjusted and prorated.

  • Use of Manager’s Name The Corporation or Fund may use the name “X. Xxxx Price Retirement Funds, Inc.” and “X. Xxxx Price Retirement 2065 Fund” or any other name derived from the name “X. Xxxx Price” only for so long as this Agreement or any extension, renewal, or amendment hereof remains in effect, including any similar agreement with any organization which shall have succeeded to the business of the Manager as investment manager. At such time as this Agreement or any extension, renewal or amendment hereof, or such other similar agreement shall no longer be in effect, the Corporation or Fund will (by corporate action, if necessary) cease to use any name derived from the name “X. Xxxx Price,” any name similar thereto or any other name indicating that it is advised by or otherwise connected with the Manager, or with any organization which shall have succeeded to the Manager’s business as investment manager.

  • Election and Removal of Directors Upon election by the Member, each Director shall hold office until his or her death, disability, resignation or removal at any time at the pleasure of the Member. If a vacancy occurs on the Board, the Member shall, as soon as practicable after the occurrence of such vacancy, elect a successor so that the Board remains fully constituted at all times.

  • Restrictions on chartering, appointment of managers etc No Borrower shall, in relation to the Ship owned by it:

  • Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner The occurrence of an Event of Bankruptcy as to a Limited Partner, the death of a Limited Partner or a final adjudication that a Limited Partner is incompetent (which term shall include, but not be limited to, insanity) shall not cause the termination or dissolution of the Partnership, and the business of the Partnership shall continue if an order for relief in a bankruptcy proceeding is entered against a Limited Partner, the trustee or receiver of his estate or, if he dies, his executor, administrator or trustee, or, if he is finally adjudicated incompetent, his committee, guardian or conservator, shall have the rights of such Limited Partner for the purpose of settling or managing his estate property and such power as the bankrupt, deceased or incompetent Limited Partner possessed to assign all or any part of his Partnership Interest and to join with the assignee in satisfying conditions precedent to the admission of the assignee as a Substitute Limited Partner.

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