Removal and Replacement. Except as otherwise required by statute, the Note Trustee may by writing or by deed remove a Receiver and appoint another in its place or to act with a Receiver and the Note Trustee may apply to the court for an order removing an administrative receiver.
Removal and Replacement. (i) Any Person or group of Persons entitled to designate a Director may remove such designee by sending a written notice to Company’s Secretary stating the name of the designee to be removed from the Board of Directors (the “Removal Notice”) and, upon receipt of such notice by Company’s Secretary, such designee shall be deemed to have resigned from the Board of Directors (and such a designee shall only be removed in such manner), and each Stockholder hereby agrees to vote, at any annual or special meeting, by written consent, or otherwise, all Shares and will take all Necessary Actions within such Stockholder’s control to effect such removal.
(ii) If at any time any Director ceases to serve on the Board of Directors (whether due to death, disability, resignation, removal or otherwise), the Person or Persons that designated or nominated such Director pursuant to Section 3.1(a) shall designate or nominate a successor to fill the vacancy created thereby on the terms and subject to the conditions of Section 3.1(a). Each Stockholder hereby agrees to vote, or cause to be voted, all of its Shares, and will take all Necessary Actions within such Stockholder’s control, and Company will take all Necessary Actions within its control, to cause the designated successor to be elected to fill such vacancy. In the event that the Carlyle Stockholders do not, pursuant to Section 3.1(a), have the right to designate an individual to fill such vacancy, then such vacancy shall be filled as provided in the Charter and the Bylaws.
(iii) In the event that the Carlyle Stockholders cease to have the right to designate an individual to serve as a Director pursuant to Section 3.1(a), (i) that number of Directors for which the Carlyle Stockholders cease to have the right to designate to serve as a Director shall resign immediately (provided that the Carlyle Majority Interest shall have the authority to select which such particular Director or Directors will resign) or each Stockholder shall take all Necessary Actions within its control to cause the removal of such individual, including voting all Shares in favor of, or executing a written consent authorizing, such removal, and (ii) the vacancy created by such resignation or removal shall be filled as provided in the Charter and the Bylaws.
Removal and Replacement. If (i) the Apartment Complex shall be subject to a substantial building code violation which shall not have been cured within six (6) months after notice from a Governmental Authority or (ii) the Partnership shall not have achieved a 1.15 to 1.00 Debt Service Coverage Ratio during any Fiscal Year commencing on February 1, 2001, or (iii) an Event of Bankruptcy shall occur with respect to the Management Agent, or (iv) the Management Agent shall commit willful misconduct or gross negligence in its conduct of its duties and obligations under the Management Agreement or (v) there is any change in the Persons acting as General Partners (to which the Special Limited Partner has not consented), or (vi) the Management Agent is cited by the Credit Agency or any other Tax Credit monitoring or compliance agency of the State or any other Governmental Authority for a violation or alleged violation of any applicable rules, regulations or requirements, including, without limitation, non-compliance with the Minimum Set-Aside Test, the Rent Restriction Test or any other Tax Credit-related provision, then, upon request by the Special Limited Partner and subject to Agency and Lender approval, if required, the General Partner shall cause the Partnership to promptly terminate the Management Agreement with the Management Agent and appoint a new Management Agent selected by the Special Limited Partner, which new Management Agent shall not be an Affiliate of a General Partner. Each General Partner hereby grants to the Special Limited Partner an irrevocable (to the extent permitted by applicable law) power of attorney coupled with an interest to take any action and to execute and deliver any and all documents and instruments on behalf of such General Partner and the Partnership as the Special Limited Partner may deem to be necessary or appropriate in order to effectuate the provisions of this Article XI. Subject to any Requisite Approvals, the Partnership shall not enter into any future management arrangement or renew or extend any existing management arrangement unless such arrangement is terminable without penalty upon the occurrence of the events described in this Article XI.
Removal and Replacement. Except as otherwise required by statute, the Security Trustee may by writing or by deed remove a Receiver and appoint another in its place or to act with a Receiver and the Security Trustee may apply to the court for an order removing an administrative receiver.
Removal and Replacement. Any Shareholder or group of Shareholders entitled to designate any individual to be elected as a director of the Board pursuant to Section 2.1(i) shall have the right to remove any such director occupying such position and to fill any vacancy caused by the death, disability, retirement, resignation or removal of any director occupying such position. If a vacancy is created on the Board at any time by the death, disability, retirement, resignation or removal of any director designated pursuant to Section 2.1(i), the replacement to fill such vacancy shall be designated in the same manner as the director who is being replaced in accordance with Section 2.1(i). For the avoidance of doubt, each director so appointed pursuant to Section 2.1(i) shall possess the necessary qualifications as required under the applicable U.S. securities laws and regulations.
Removal and Replacement. If the final lot PD ≥ 75 (based on the combined set of 10 cores or 5 cores if the Contractor does not take additional cores), remove and replace the lot and all overlying work. The replacement work is subject to the same requirements as the initial work.
Removal and Replacement. Each Board Group shall be entitled at any time (with or without cause) to cause any or all of the Directors designated by such Board Group pursuant to Section 1.1(a) to be removed from the Board. Except as otherwise provided by applicable law, a Director may be removed only by a Board Group that designated such Director to the Board. In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of any Director, or, if prior to his or her appointment to the Board, any Director-designee of a Board Group indicates that he or she is unwilling or unable to serve as a Director, then (i) the Board Group that had appointed such Director (or designee) shall cause the vacancy created thereby to be filled by an appropriate individual as soon as reasonably practicable and (ii) the Board shall not take any material action over the objection of such Board Group with a pending vacancy on the Board without such Board Group's consent until a replacement Director has been appointed by the appropriate Board Group pursuant to clause (i) of this sentence and elected to the Board.
Removal and Replacement. The Collateral Agent may by writing under its hand remove any Receiver appointed by it and may, whenever it thinks fit, appoint a new Receiver in the place of any Receiver whose appointment has terminated.
Removal and Replacement. Except as otherwise required by statute, the Issuer Security Trustee may by writing or by deed remove a Receiver appointed by it whether or not appointing another in its place and may also appoint another Receiver or to act with any other Receiver or to replace any Receiver who resigns, retires or otherwise ceases to hold office.
Removal and Replacement. (A) If HPI requests that any HPES Personnel be removed from the HPI account where HPI’s request is the result of such individual’s (1) tortious or illegal conduct or moral turpitude or (2) repeated violations of this Agreement, then HPES will immediately remove such individual from the HPI account.
(B) If HPI requests that any HPES Personnel be removed from the HPI account for reasons other than as provided in Section 10.4(A), then upon receipt of such request, HPES will have a reasonable period of time (but in any event no more than 10 days) to (1) investigate such matter and take appropriate action, which may include (a) removing the applicable person from the HPI account and providing HPI with prompt notice of such removal, and (b) replacing the applicable person with a similarly qualified individual; or (2) taking other appropriate disciplinary action to prevent a recurrence.
(C) HPES will notify HPI as soon as possible after dismissing or reassigning any HPES Personnel. If HPES terminates any HPES Personnel for cause, HPES will notify HPI of this action and will work with HPI to assess any potential impacts on the Service Recipients of the individual’s termination or prior performance.
(D) HPES will, as soon as reasonably possible, replace any individual HPES Personnel who is removed, terminated, resigns or otherwise ceases to perform the Services with an individual with equal or better qualifications to perform the Services. HPES will use commercially reasonable efforts to provide for an appropriate transition (overlap) period for any individual who is replaced, and will use commercially reasonable efforts to minimize any disruption such replacement may cause in the performance of the Services.
(E) HPES will not invoice HPI for, and HPI will have no obligation to pay, any amounts with respect to time to train any HPES Personnel, including with respect to training an individual replacing an individual who was removed from the HPI account.
