Removal and Replacement of Managers Sample Clauses

Removal and Replacement of Managers. Each Manager elected hereunder shall serve as a Manager until such Manager resigns, is removed as provided herein or until such Manager’s successor is elected by the Member entitled to designate such successor Manager. Any removal or resignation shall be effective as of the date of such notice unless such notice provides otherwise. Each Member may remove any Manager elected by that Member at that time, with or without cause, but only a Member who has elected a Manager may remove that Manager.
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Removal and Replacement of Managers. Any Manager may be removed at any time by action of Members holding at least two thirds (2/3) of all of the outstanding Percentage Interests (as defined herein) (a “Majority in Interest”). In addition, the RAB Designee may be removed at any time by action of RAB Ventures (DFB) LLC, and the Deerfield Designee may be removed at any time by action of Deerfield Private Design Fund IV, L.P.. In the event that a vacancy is created at any time by the resignation, death, disability, retirement or removal of either the RAB Designee or the Deerfield Designee, such vacancy created thereby shall be filled with a replacement Manager designated by RAB Ventures (DFB) LLC (in the case of the RAB Designee) or Deerfield Private Design Fund IV, L.P. (in the case of the Deerfield Designee).
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Removal and Replacement of Managers. A Manager appointed pursuant to paragraph (A) of Section 3.1(a)(ii) may be removed or replaced at any time, with or without cause, only by the Member that has appointed such Manager. A Manager appointed pursuant to paragraph (B) of Section 3.1(a)(ii) may be removed or replaced at any time, with or without cause, by the Members holding a majority of the outstanding Units.
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Removal and Replacement of Managers. Any Manager may be removed at any time by action of the Member in the absolute discretion of the Member, with or without cause. The election by the Member of a Manager as successor to a Manager in office shall constitute removal of the successor’s predecessor from office, whether or not the action of the Member so states. Any vacancy in the Board of Managers may be filled by action of the Member or by action of the Board of Managers by a majority of the Managers then in office, even if the number of Managers then in office does not constitute a quorum of the Board of Managers.
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Removal and Replacement of Managers. (a) If any member of the Board of Managers appointed by COG, WGL, RRI or Xxxx (in such capacity, the “Designating Party”) pursuant to Section 3.6 above (each, a “Board of Managers Designee”) shall cease to serve as a member of the Board of Managers for any reason, the vacancy resulting thereby shall be filled by another individual to be designated by that Designating Party.
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Removal and Replacement of Managers. (a) The Members may remove any Manager, without having to possess, state, or prove cause, by an act of the Members owning seventy-five percent (75%) of the Membership Units. The removal of a Manager without stating or proving cause does not bar a later claim that the Manager engaged in misconduct while a Manager. (b) The Members will elect a replacement Manager at a properly scheduled meeting of the Members, following the same procedures and requirements applicable to a regular, annual election. The replacement Manager shall be nominated and elected by the party who elected the Manager who is being replaced. The same meeting that votes removal may also elect a replacement Manager. Once elected, the replacement Manager will serve the unexpired term of the removed Manager.
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Related to Removal and Replacement of Managers

  • Removal of Managers Unless otherwise restricted by law, any Manager or the entire Board may be removed or expelled, with or without cause, at any time by the Member, and any vacancy caused by any such removal or expulsion may be filled by action of the Member.

  • Removal of Manager Upon an Event of Default (and so long as the Private Owner is then the Manager), the Initial Member may remove the Private Owner as the Manager and appoint a successor Manager in the sole discretion of the Initial Member in accordance with Section 12.4, whereupon such successor Manager shall immediately succeed to all, or such portion as the Initial Member and successor Manager agree, of the rights, powers, duties and obligations of the “Manager” hereunder, and the predecessor Manager shall promptly take such actions as may be reasonably requested by the Initial Member to facilitate the transition to such successor Manager.

  • Replacement of Manager If at any time after any Action is brought the Manager settles the Action on a basis that results in the settlement of such Action against it and fewer than all the Underwriters (whether or not such settlement complies with Section 9.7 hereof), the Manager will, at such time, for purposes of Sections 9.3, 9.4, 9.5, 9.6, and 9.7 hereof, cease to be the Manager. The non-settling Underwriters will, by vote of holders of a majority of the Underwriting Percentage of such non-settling Underwriters, select a new Manager, which will become the new “Manager” for all purposes of Sections 9.3, 9.4., 9.5, 9.6, and 9.7 hereof as well as this section; provided that the non-settling Underwriter(s) with the largest Underwriting Percentage will act as Manager until such vote occurs and a new Manager is selected. 4 Notwithstanding such a settlement, the Manager and the other settling Underwriters will remain obligated to the non-settling Underwriters to assist and cooperate fully, in good faith, and at their own expense, in the defense of any Actions, including, without limitation, by providing, upon reasonable request of any non-settling Underwriter, and without the necessity of court process, access to or copies of all relevant records, and reasonable access to all witnesses under control of the Manager or the other settling Underwriters, for the purpose of interviews, depositions, and testimony at trial, subject in each case to the applicable legal and procedural obligations of such Manager and such other settling Underwriter. In addition, if at any time, the Manager is unwilling or unable for any reason to assume or discharge its duties as Manager under the applicable AAU, whether resulting from its insolvency (voluntary or involuntary), resignation or otherwise, to the extent permitted by applicable law, the remaining Underwriters will, by vote of holders of a majority of the Underwriting Percentage of such Underwriters, be entitled to select a new Manager, which will become the new Manager for all purposes under this Agreement. 5 Notwithstanding the foregoing, a Manager replaced pursuant to this Section 9.9 shall continue to benefit from and be subject to all other terms and conditions of this Agreement applicable to an Underwriter.

  • Appointment of Managers With effect from the day and year stated in Box 4 and continuing unless and until terminated as provided herein, the Owners hereby appoint the Managers and the Managers hereby agree to act as the Managers of the Vessel.

  • Removal or Replacement of a Manager Any Manager may be removed or replaced without “Cause” at any time by a majority of the Board and each Manager may be removed and or replaced and our Board can be reconstituted for any reason by the Class C Member, if any.

  • Withdrawal or Removal and Replacement of Administrator The Administrator may withdraw for any reason upon notice to the Initial Member, provided that such withdrawal shall be effective only following a Sale of the Artwork and distribution of the proceeds. The Administrator may be removed and replaced at any time for any reason with or without approval of the Board upon the affirmative vote of Voting Members holdings at least two-thirds of the Voting Shares. In the event of any such withdrawal or removal and replacement of the Administrator, any unvested ASA Shares shall be forfeited as of the effective date of such withdrawal or removal and such ASA Shares shall no longer be deemed to be issued and outstanding for any purposes of this Agreement.

  • Appointment of Manager Owner hereby engages and retains Manager as the manager and as tenant coordinating agent of the Properties, and Manager hereby accepts such appointment on the terms and conditions hereinafter set forth; it being understood that this Management Agreement shall cause Manager to be, at law, Owner’s agent upon the terms contained herein.

  • Provision and Removal of Equipment B2.1 The Contractor shall provide all the Equipment necessary for the supply of the Services.

  • Removal of Improvements Grantor shall not demolish or remove any Improvements from the Real Property without Lender's prior written consent. As a condition to the removal of any Improvements, Lender may require Grantor to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least equal value.

  • Restrictions on chartering, appointment of managers etc The Borrower shall procure that no Owner shall: (a) let the Ship owned by it on demise charter for any period; (b) other than the relevant Initial Charterparty or Future Charterparty, enter into any time or consecutive voyage charter in respect of the Ship owned by it for a term which exceeds, or which by virtue of any optional extensions may exceed, 11 months; (c) change the terms on which the Ship owned by it is employed or the identity of the person by whom that Ship is employed; (d) enter into any charter in relation to the Ship owned by it under which more than 2 months’ hire (or the equivalent) is payable in advance; (e) charter the Ship owned by it otherwise than on bona fide arm’s length terms at the time when the Ship is fixed; (f) appoint a manager of the Ship owned by it other than an Approved Manager or agree to any alteration to the terms of an Approved Manager’s appointment; (g) de-activate or lay up the Ship owned by it; or (h) put the Ship owned by it into the possession of any person for the purpose of work being done upon her in an amount exceeding or likely to exceed $250,000 (or the equivalent in any other currency) unless that person has first given to the Security Trustee and in terms satisfactory to it a written undertaking not to exercise any lien on the Ship or her Earnings for the cost of such work or otherwise.

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