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Common use of Election of the Manager Clause in Contracts

Election of the Manager. The Company shall have one (1) ----------------------- Manager who shall be the Person identified in Section 1.39. Unless the Manager resigns or is removed, the Manager shall hold office until a successor is elected and qualified as provided in Section 4.1(c). (a) The Manager may resign at any time by giving written notice to the Members, without prejudice to the rights, if any, of the Company under any contract to which the Manager is a party. The resignation of the Manager shall take effect upon receipt of that notice or at such later time as shall be specified in the notice. Unless otherwise specified in the notice, the acceptance of the resignation shall not be necessary to make it effective. The resignation of a Manager who is also a Member shall not affect the Manager's rights as a Member and shall not constitute a withdrawal of a Member. (b) The Manager may be removed: (i) at any time, with or without cause, by notice from the Class A Member; (ii) by notice from a Class B Majority for failure of the Manager to take any action which a Class B Majority alone is entitled to direct the Manager to take under this Agreement, within two (2) days of such direction. In the event of any such failure, a Class B Majority shall, whether or not it gives such notice, have the authority to cause the Company to take the directed action. (c) Any vacancy occurring for any reason in the position of Manager shall be filled by the selection of a new Manager by the Class A Member provided that the Class A Member is not then Delinquent, in which case the new Manager shall be selected by a Class B Majority.

Appears in 1 contract

Samples: Operating Agreement (Zhone Technologies Inc)

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Election of the Manager. The Company shall have one (1) ----------------------- Manager who shall be the Person identified in Section 1.391.40. Unless the Manager resigns or is removed, the Manager shall hold office until a successor is elected and qualified as provided in Section 4.1(c). (a) The Manager may resign at any time by giving written notice to the Members, without prejudice to the rights, if any, of the Company under any contract to which the Manager is a party. The resignation of the Manager shall take effect upon receipt of that notice or at such later time as shall be specified in the notice. Unless otherwise specified in the notice, the acceptance of the resignation shall not be necessary to make it effective. The resignation of a Manager who is also a Member shall not affect the Manager's rights as a Member and shall not constitute a withdrawal of a Member. (b) The Manager may be removed: (i) at any time, with or without cause, by notice from the a Class A MemberMajority; (ii) by notice from a Class B Majority for failure of the Manager to take any action which a Class B Majority alone is entitled to direct the Manager to take under this Agreement, within two (2) days of such direction. In the event of any such failure, a Class B Majority shall, whether or not it gives such notice, have the authority to cause the Company to take the directed action. (c) Any vacancy occurring for any reason in the position of Manager shall be filled by the selection affirmative vote or written consent of a new Manager by the Class A Member provided that the Class A Member is not then Delinquent, in which case the new Manager shall be selected by a Class B MajorityMajority Interest.

Appears in 1 contract

Samples: Operating Agreement (Zhone Technologies Inc)

Election of the Manager. The Company shall have one (1) ----------------------- Manager who shall be the Person identified in Section 1.39. Unless the Manager resigns or is removed, the Manager shall hold office until a successor is elected and qualified as provided in Section 4.1(c). (a) The Manager may resign at any time by giving written notice to the Members, without prejudice to the rights, if any, of the Company under any contract to which the Manager is a party. The resignation of the Manager shall take effect upon receipt of that notice or at such later time as shall be specified in the notice. Unless otherwise specified in the notice, the acceptance of the resignation shall not be necessary to make it effective. The resignation of a Manager who is also a Member shall not affect the Manager's rights as a Member and shall not constitute a withdrawal of a Member. (b) The Manager may be removed: (i) at any time, with or without cause, by notice from the Class A Member; (ii) by notice from a Class B Majority for failure of the Manager to take any action which a Class B Majority alone is entitled to direct the Manager to take under this Agreement, within two (2) days of such direction. In the event of any such failure, a Class B Majority shall, whether or not it gives such notice, have the authority to cause the Company to take the directed action. (c) Any vacancy occurring for any reason in the position of Manager shall be filled by the selection of a new Manager by the Class A Member provided that the Class A Member is not then Delinquent, in which case the new Manager shall be selected by a Class B Majority.

Appears in 1 contract

Samples: Operating Agreement (Zhone Technologies Inc)

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Election of the Manager. The Company shall have one (1) ----------------------- Manager who shall be the Person identified in Section 1.391.40. Unless the Manager resigns or is removed, the Manager shall hold office until a successor is elected and qualified as provided in Section 4.1(c). (a) The Manager may resign at any time by giving written notice to the Members, without prejudice to the rights, if any, of the Company under any contract to which the Manager is a party. The resignation of the Manager shall take effect upon receipt of that notice or at such later time as shall be specified in the notice. Unless otherwise specified in the notice, the acceptance of the resignation shall not be necessary to make it effective. The resignation of a Manager who is also a Member shall not affect the Manager's rights as a Member and shall not constitute a withdrawal of a Member. (b) The Manager may be removed: (i) at any time, with or without cause, by notice from the a Class A MemberMajority; (ii) by notice from a Class B Majority for failure of the Manager to take any action which a Class B Majority alone is entitled to direct the Manager to take under this Agreement, within two (2) days of such direction. In the event of any such failure, a Class B Majority shall, whether or not it gives such notice, have the authority to cause the Company to take the directed action. (c) Any vacancy occurring for any reason in the position of Manager shall be filled by the selection affirmative vote or written consent of a new Manager by the Class A Member provided that the Class A Member is not then Delinquent, in which case the new Manager shall be selected by a Class B MajorityMajority Interest.

Appears in 1 contract

Samples: Operating Agreement (Zhone Technologies Inc)

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