Involuntary Removal Sample Clauses
The Involuntary Removal clause establishes the conditions under which a party, such as a partner, member, or director, can be forcibly removed from their position or interest in an organization without their consent. Typically, this clause outlines specific triggers for removal, such as misconduct, breach of duty, incapacity, or legal disqualification, and details the process for initiating and approving the removal, often requiring a vote or decision by the remaining members or board. Its core practical function is to protect the organization from individuals whose continued involvement could harm its operations or reputation, thereby ensuring effective governance and risk management.
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Involuntary Removal. ▇▇▇▇▇ ▇. ▇▇▇▇▇ is involuntarily removed as President of Chardan or DAL, without Cause.
Involuntary Removal. (a) The Company shall have the right, but no obligation, to remove any Defaulting Member without advance notice, and the remaining members may assume the membership interest of the Defaulting Member, or the Company may admit a replacement member, and pay to the Defaulting Member the sum of (A) the pro rata share of the Withdrawing Member of the most current Value determined under ss. 4.06 above, less the sum of (B) any due but unpaid assessments or contributions due from the Defaulting Member, and (C) the costs incurred by the Company to obtain a replacement member (including without limitation brokerage commissions and attorney's fees and costs), whereupon the Defaulting Member shall no longer be a member of the Company or a party to this Agreement.
(b) On the death, dissolution, permanent disability, or bankruptcy of a member the member shall be deemed to have withdrawn from membership and the Company shall have the right to acquire that member's membership interest and pay to him or as applicable his estate, heir, trustee, or successor in law, the sum of (A) the pro rata share of the Withdrawing Member of the most current Value determined under ss. 4.06 above, less (B) any due but unpaid assessments or contributions due from the member, whereupon the member shall no longer be a member of the Company or a party to this Agreement.
Involuntary Removal. If an Eligible Director is removed by the Company other than for Cause including, but not limited to, the Company’s decision not to slate such Eligible Director for reelection, then:
(i) the Grantee’s Restricted Shares that were forfeitable shall thereupon become nonforfeitable;
(ii) the Grantee’s Restricted Stock Units shall immediately be settled in accordance with Section 9.4;
(iii) any unexercised Option or SAR, whether or not exercisable on the date of such Termination of Affiliation, shall thereupon be fully exercisable and may be exercised, in whole or in part for ninety (90) days following such Termination of Affiliation (but only during the Option Term or SAR Term, respectively); and
(iv) the Company shall immediately pay to the Grantee, with respect to any Performance Share or Performance Unit with respect to which the Performance Period has not ended as of the date of such Termination of Affiliation, a cash payment equal to the product of (A) with respect to a Performance Share either (I) in the case of an Involuntary Removal occurring within the one-year period immediately following a Change of Control, the Change of Control Value or (II) in the case of an Involuntary Removal outside of the one-year period immediately following a Change of Control, the Fair Market Value on the effective date of the Grantee's Termination of Affiliation, or (B) in the case of a Performance Unit, the value of the Performance Unit specified in the Award Agreement, as applicable, multiplied successively by each of the following:
(A) a fraction, the numerator of which is the number of whole and partial months that have elapsed between the beginning of such Performance Period and the date of such Termination of Affiliation and the denominator of which is the number of whole and partial months in the Performance Period; and
(B) a percentage equal to a greater of (x) the target percentage, if any, specified in the applicable Award Agreement or (y) the maximum percentage, if any, that would be earned under the terms of the applicable Award Agreement assuming that the rate at which the performance goals have been achieved as of the date of such Termination of Affiliation would continue until the end of the Performance Period.
Involuntary Removal. Rolling Hills may terminate this Agreement and discharge Resident for any of the following reasons:
Involuntary Removal. SECTION 42.1 The Employer may remove an employee from further employment at a particular location, provided there is a good faith reason to justify such removal, apart from a customer demand. Unless the Employer has cause to discharge the employee, the Employer will place the employee in a similar job at another facility covered by this Agreement, without loss of
SECTION 42.2 In the event an employee is transferred to another building pursuant to Section 42.1and is not filling a vacant position, the Employer shall seek volunteers for transfer to the building from which the initial transfer occurred on the basis of seniority within the job title. If there are no volunteers, the junior employee shall be selected for transfer and receive the same protections offered to the transferred employee.
Involuntary Removal. SECTION 42.1 The Employer may remove an employee from further employment at a particular location, provided there is a good faith reason to justify such removal, apart from a customer demand. Unless the Employer has cause to discharge the employee, the Employer will place the employee in a similar job at another facility covered by this Agreement, without loss of entitlement seniority or reduction in pay, benefits, or, to the extent possible, hours. The Employer may not solicit a demand from a customer that an employee be removed from a location in an effort to circumvent Section 21.1 of this Agreement.
SECTION 42.2 In the event an employee is transferred to another building pursuant to Section 42.1and is not filling a vacant position, the Employer shall seek volunteers for transfer to the building from which the initial transfer occurred on the basis of seniority within the job title. If there are no volunteers, the junior employee shall be selected for transfer and receive the same protections offered to the transferred employee.