Manager Following Class A Conversion Date. As of the date of closing of BRG’s exercise of its Conversion right as provided in Section 10.4 (the “Conversion Date”), SOIF II, and any then current Manager shall each and all be deemed to have automatically resigned as Managers and cease to be Managers of the Company, whereupon BRG shall become the sole Manager of the Company. Notwithstanding Section 7.2, on and after the Conversion, the Manager may only be removed by a Majority Vote of the Members for an act or omission by the Manager related to the Company constituting gross negligence or fraud causing a material diminution of value in the Company or the Subsidiary Interest.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.), Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.), Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)
Manager Following Class A Conversion Date. As of the date of closing of BRG’s exercise of its Conversion right as provided in Section 10.4 (the “Conversion Date”), SOIF IIIII, and any then current Manager shall each and all be deemed to have automatically resigned as Managers and cease to be Managers of the Company, whereupon BRG shall become the sole Manager of the Company. Notwithstanding Section 7.2, on and after the Conversion, the Manager may only be removed by a Majority Vote of the Members for an act or omission by the Manager related to the Company constituting gross negligence or fraud causing a material diminution of value in the Company or the Subsidiary Interest.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.), Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.), Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)
Manager Following Class A Conversion Date. As of the date of closing of BRG’s exercise of its Conversion right as provided in Section 10.4 (the “Conversion Date”), SOIF II, SOIF III, BGF and any then current Manager shall each and all be deemed to have automatically resigned as Managers and cease to be Managers of the Company, whereupon BRG shall become the sole Manager of the Company. Notwithstanding Section 7.2, on and after the Conversion, the Manager may only be removed by a Majority Vote of the Members for an act or omission by the Manager related to the Company constituting gross negligence or fraud causing a material diminution of value in the Company or the Subsidiary Interest.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.), Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)
Manager Following Class A Conversion Date. As of the date of closing of BRG’s exercise of its Conversion right as provided in Section 10.4 (the “Conversion Date”), SOIF IISOIF, and any then current Manager shall each and all be deemed to have automatically resigned as Managers and cease to be Managers of the Company, whereupon BRG shall become the sole Manager of the Company. Notwithstanding Section 7.2, on and after the Conversion, the Manager may only be removed by a Majority Vote of the Members for an act or omission by the Manager related to the Company constituting gross negligence or fraud causing a material diminution of value in the Company or the Subsidiary Interest.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)
Manager Following Class A Conversion Date. As of the date of closing of BRG’s exercise of its Conversion right as provided in Section 10.4 (the “Conversion Date”), SOIF II, SOIF III, and any then current Manager shall each and all be deemed to have automatically resigned as Managers and cease to be Managers of the Company, whereupon BRG shall become the sole Manager of the Company. Notwithstanding Section 7.2, on and after the Conversion, the Manager may only be removed by a Majority Vote of the Members for an act or omission by the Manager related to the Company constituting gross negligence or fraud causing a material diminution of value in the Company or the Subsidiary Interest.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)
Manager Following Class A Conversion Date. As of the date of closing of BRG’s 's exercise of its Conversion right as provided in Section 10.4 (the “"Conversion Date”"), SOIF II, SOIF III, BGF and any then current Manager shall each and all be deemed to have automatically resigned as Managers and cease to be Managers of the Company, whereupon BRG shall become the sole Manager of the Company. Notwithstanding Section 7.2, on and after the Conversion, the Manager may only be removed by a Majority Vote of the Members for an act or omission by the Manager related to the Company constituting gross negligence or fraud causing a material diminution of value in the Company or the Subsidiary Interest.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)