Removal of Manager for Cause Sample Clauses

Removal of Manager for Cause. The Company shall have no right to remove or propose the removal of the Manager for Cause except in accordance with the procedures outlined in this Section. If Class A Members holding 10% or more of the outstanding Percentage Interests of Class A Units believe there are probable grounds for the removal of the Manager for Cause, Members shall call a meeting of the Members to consider such proposal and shall give the Manager not less than 30 days written notice of the meeting, accompanied by a reasonably detailed statement of the reasons for the Manager's proposed removal. The Manager shall have the opportunity to participate in, respond to questions at, and rebut the charges made against the Manager at the Members' meeting. If, at such meeting, Members acting by a Disinterested Two-Thirds Vote determine that there is probable cause to remove the Manager for Cause, the Manager shall be afforded the time to cure such matters as is required by the definition of Cause, and during such period, no action shall be taken against the Manager. Upon the expiration of such period, Members acting by a Disinterested Two-Thirds Vote shall, at another meeting of Members (at which the Manager shall again have a similar opportunity to participate) either determine that the cure has been effectuated in which case no action shall be taken against the Manager or, if no cure has been effectuated to their satisfaction, advise the Manager in writing of the Company's decision to terminate the Manager for Cause, stating the effective date and time of the termination; provided, however, that no such termination shall be effective, until a successor Manager has been appointed as provided in Section 6.11(c). The removed Manager shall immediately turn over, deliver or cause to be turned over and delivered to the successor Manager all books, records, contracts, data, documents, bank and other financial accounts, deposits, cash, computer software, and other items of personal property owned by or leased to the Company, and shall cooperate with the successor Manager in ensuring a smooth transition and turn over of the Manager's responsibility. Nothing contained herein shall prohibit a removed Manager from challenging in a judicial proceeding whether the Company had "Cause" to remove such Manager, and if it is subsequently determined by a court, whose order is final and not subject to appeal, that the Manager was wrongfully removed, the Manager shall be entitled to such damage award as the c...
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Removal of Manager for Cause. Notwithstanding anything herein to the contrary, BH MP shall have the sole right to elect to remove the Manager for Cause. Upon the occurrence of any event constituting Cause for its removal, the Manager shall deliver written notice of such event to BH MP within five (5) Business Days of the occurrence of such event. BH MP shall exercise its right to remove the Manager, if at all, by delivering to the Manager written notice of such election within twenty (20) Business Days of the delivery of the notice of Cause from the Manager. In the event BH MP shall exercise the right to remove the Manager, BH MP shall promptly (but in no event later than ten (10) Business Days after its exercise of the right of removal) appoint a successor Manager of the Venture. Upon the removal of the Manager the Venture shall file an amendment to its Certificate evidencing the removal of the Manager as manager of the Venture.
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Removal of Manager for Cause. Managing Member may, but shall not be obligated to, exercise any of the remedies provided in Section 2.06(c) below under any of the following circumstances (each a “Removal Event”):
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Removal of Manager for Cause. Notwithstanding anything herein to the contrary, either MWP or BH MP shall have the right to elect to remove the Manager (a) for Cause, or (b) in the event neither BH Waterford nor any of its Affiliates is a Member. Upon the occurrence of any event constituting Cause for its removal, the Manager shall deliver written notice of such event to MWP and BH MP promptly upon (and in any event within five (5) Business Days after) the occurrence of such event. Each of MWP and BH MP shall exercise their right to remove the Manager, if at all, by delivering to the Manager and each Member written notice of such election at any time after the occurrence of the event constituting Cause (or upon neither BH Waterford nor any of its Affiliates being a Member), but not later than twenty (20) Business Days after the delivery of the notice of Cause from the Manager. In the event MWP or BH MP shall exercise the right to remove the Manager, MWP and BH MP shall promptly (but in no event later than ten (10) Business Days after the removal of the Manager) appoint a mutually acceptable successor Manager of the Venture. Upon the removal of the Manager the Venture shall file an amendment to its Certificate evidencing the removal of the Manager as manager of the Venture and changing the name of the Venture to delete any references to “Behringer Harvard”.
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Removal of Manager for Cause. Notwithstanding anything herein to the contrary, MWP shall have the sole right to elect to remove the Manager (a) for Cause, or (b) in the event neither BH Redwood nor any of its Affiliates is a Member. Upon the occurrence of any event constituting Cause for its removal, the Manager shall deliver written notice of such event to MWP promptly upon (and in any event within five (5) Business Days after) the occurrence of such event. MWP shall exercise its right to remove the Manager, if at all, by delivering to the Manager written notice of such election at any time after the occurrence of the event constituting Cause (or upon neither BH Redwood nor any of its Affiliates being a Member), but not later than twenty (20) Business Days after the delivery of the notice of Cause from the Manager. In the event MWP shall exercise the right to remove the Manager, MWP shall promptly (but in no event later than ten (10) Business Days after the removal of the Manager) appoint a successor Manager of the Venture. Upon the removal of the Manager the Venture shall file an amendment to its Certificate evidencing the removal of the Manager as manager of the Venture and changing the name of the Venture to delete any references to “Behringer Harvard”.
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Related to Removal of Manager for Cause

  • Removal of Manager At any time there is more than one Member, the Members, at any time and from time to time and for any reason, by action of Members holding in the aggregate 51% of the total Percentage Interests, may remove the Manager then acting and elect a new Manager.

  • Removal of Managers At any special meeting of the Members, duly called as provided in this LLC Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the Percentage Ownership entitled to vote for the election of managers, be removed from office, either with or without cause. At such meeting a successor or successors may be elected by a majority of the votes cast.

  • Removal for Cause The Administrator will, if any of the following events occurs and is continuing, remove the Owner Trustee and terminate its rights and obligations under this Agreement by notifying the Owner Trustee:

  • Removal of the Manager The Manager may be removed as Manager under this Agreement by the vote or written consent of Members holding not less than 80% of the total number of votes eligible to be cast by all Members.

  • Removal of Board Members Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that:

  • Removal of Directors Unless otherwise restricted by law, any Director or the entire Board of Directors may be removed or expelled, with or without cause, at any time by the Member, and, subject to Section 10, any vacancy caused by any such removal or expulsion may be filled by action of the Member.

  • RESIGNATION OF MANAGERS Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board or the President. Any such resignation shall take effect at the time specified therein or, if no time is specified, upon receipt thereof by the Board of Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

  • Termination of Manager If (a) the amounts evidenced by the Note have been accelerated pursuant to Section 8.1(b) hereof, (b) the Manager shall become insolvent, (c) the Manager is in default under the terms of the Management Agreement beyond any applicable grace or cure period, or (d) Manager is not managing the Property in accordance with the management practices of nationally recognized management companies managing similar properties in locations comparable to those of the Property, then, in the case of (a), (b), (c) or (d), Borrower shall, at the request of Lender, terminate the Management Agreement and replace the Manager with a manager reasonably approved by Lender on terms and conditions reasonably satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. In addition and without limiting the rights of Lender hereunder or under any of the other Loan Documents, in the event that (i) the Management Agreement is terminated, (ii) the Manager no longer manages the Property, or (iii) a receiver, liquidator or trustee shall be appointed for Manager or if Manager shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Manager, or if any proceeding for the dissolution or liquidation of Manager shall be instituted, then Borrower (at Borrower's sole cost and expense) shall immediately, in its name, establish new deposit accounts separate from any other Person with a depository satisfactory to Lender into which all Rents and other income from the Property shall be deposited and shall grant Lender a first priority security interest in such account pursuant to documentation satisfactory in form and substance to Lender.

  • Resignation and Removal of the Depositary The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by 120 days prior written notice of such removal, to become effective upon the later of (i) the 120th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor and shall deliver to such successor a list of the Owners of all outstanding American Depositary Shares. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

  • Removal of General Partner (a) The Special Limited Partner or the Limited Partner, or both of them, may remove the General Partner for cause if such General Partner, its officers or directors, if applicable, has:

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