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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. All Class A and Class B Members (other than the Manager) who collectively own no less than seventy-five percent (75%) of the Interests shall issue a Notice to Perform to the Manager in accordance with the notice provision in this Agreement. The Notice to Perform shall describe the matters of concern to the Members and shall give the Manager up to sixty (60) days to correct the matter of concern to the satisfaction of the voting Members. If the Manager fails to respond to the concerns or demands contained in such Notice to Perform then the Manager may be immediately removed, temporarily or permanently, “for Cause” determined by: (a) a vote of the Members pursuant to Section 4.6.3, or (b) by an arbitrator or judge per Section 15.7 of this Agreement. Note, however, that removal of the Manager may require approval of a lender or substitution of a loan guarantor if any loan was conditioned on the qualifications of the Manager.
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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”): (i) if Manager or JV Member, or any Affiliate or Related Person thereof, engages in fraud, misappropriation of funds, intentional misrepresentation or willful misconduct with respect to the Company, any Subsidiary or the Project, or any portion thereof; (ii) if any JV Member Principal is convicted or pleads guilty or nolo contendere to (1) any felony that involves the Company and/or any Subsidiary, and/or (2) any crime involving moral turpitude or breach of trust; (iii) the affairs of JV Member ceases to be principally controlled by Xxxxxxx Xxxxx, Xxxxxxx Xxxxxxx or Xxxxxx Xxxx; (iv) a material default by the Manager under this Agreement which is not timely cured within ten (10) days after written notice from the Managing Member (or, if such default is not susceptible of cure within such ten (10) day period, within such period as is required to effect such cure so long as Manager has commenced such cure within such ten (10) day period and thereafter prosecutes such cure to completion with diligence), not to exceed sixty (60) additional days in the aggregate; (v) Bankruptcy of the Company or any Subsidiary filed by the Manager without the written approval of the Managing Member; (vi) Bankruptcy of Manager, JV Member, or any JV Member Principal; (vii) if any default under any Financing, including under any Required Guaranty (defined below), (for which there are no notice and cure rights or for which such rights have expired and the lender has not otherwise waived such default in accordance with the terms of any Financing document) occurs, to the extent such default is caused by the Manager, the JV Member or any Affiliate thereof; provided that it shall not be a Removal Event if the event of default in question is a result of the Company having insufficient funds or revenues due to the performance of the Project; (viii) the failure of JV Member to fund any capital contributions as and when required pursuant to Section 3.01(a) below and such failure is not cured within ten (10) days of written notice from Managing Member; (ix) the failure of Manager to maintain any liquor licenses with respect to the Project, or any portion thereof, to the extent such default is caused by the Manager, the JV Member or any Affiliate thereof; (x) IC Manager resigns as Manager without the prior writte...
Sample 1
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”.
Sample 1
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”.
Sample 1

Related to Removal of Manager for Cause

  • 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.

  • 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 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: (i) the Owner Trustee no longer meets the eligibility requirements in Section 9.1; (ii) the Owner Trustee is legally unable to act as Owner Trustee; or (iii) an Insolvency Event of the Owner Trustee occurs.

  • 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: (a) no director elected pursuant to Sections 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) entitled under Section 1.2 to designate that director (including, as applicable, the Noteholders); or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 1.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 to remove such director (including, as applicable, the Noteholders), such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

  • 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 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) Upon the occurrence of an Event of Bankruptcy as to, or the dissolution of, the General Partner, the General Partner shall be deemed to be removed automatically; provided, however, that if the General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to or removal of a partner in such partnership shall be deemed not to be a dissolution of the General Partner if the business of the General Partner is continued by the remaining partner or partners. The Limited Partners may not remove the General Partner, with or without cause. (b) If the General Partner has been removed pursuant to this Section 7.04 and the Partnership is continued pursuant to Section 7.03, the General Partner shall promptly transfer and assign its General Partnership Interest in the Partnership to the substitute General Partner approved by a Majority in Interest in accordance with Section 7.03(b) and otherwise be admitted to the Partnership in accordance with Section 7.02. At the time of assignment, the removed General Partner shall be entitled to receive from the substitute General Partner the fair market value of the General Partnership Interest of such removed General Partner as reduced by any damages caused to the Partnership by such General Partner. Such fair market value shall be determined by an appraiser mutually agreed upon by the General Partner and a Majority in Interest (excluding the General Partner and any Subsidiary of the General Partner) within ten days following the removal of the General Partner. In the event that the parties are unable to agree upon an appraiser, the removed General Partner and a Majority in Interest (excluding the General Partner and any Subsidiary of the General Partner) each shall select an appraiser. Each such appraiser shall complete an appraisal of the fair market value of the removed General Partner’s General Partnership Interest within 30 days of the General Partner’s removal, and the fair market value of the removed General Partner’s General Partnership Interest shall be the average of the two appraisals; provided, however, that if the higher appraisal exceeds the lower appraisal by more than 20% of the amount of the lower appraisal, the two appraisers, no later than 40 days after the removal of the General Partner, shall select a third appraiser who shall complete an appraisal of the fair market value of the removed General Partner’s General Partnership Interest no later than 60 days after the removal of the General Partner. In such case, the fair market value of the removed General Partner’s General Partnership Interest shall be the average of the two appraisals closest in value. (c) The General Partnership Interest of a removed General Partner, during the time after default until transfer under Section 7.04(b), shall be converted to that of a special Limited Partner; provided, however, such removed General Partner shall not have any rights to participate in the management and affairs of the Partnership, and shall not be entitled to any portion of the income, expense, profit, gain or loss allocations or cash distributions allocable or payable, as the case may be, to the Limited Partners. Instead, such removed General Partner shall receive and be entitled only to retain distributions or allocations of such items that it would have been entitled to receive in its capacity as General Partner, until the transfer is effective pursuant to Section 7.04(b). (d) All Partners shall have given and hereby do give such consents, shall take such actions and shall execute such documents as shall be legally necessary and sufficient to effect all the foregoing provisions of this Section 7.04.

  • Removal of Administrator So long as any Notes are Outstanding, the Issuer shall not remove the Administrator without cause unless the Rating Agency Condition shall have been satisfied in connection with such removal.

Most Referenced Clauses

Most Referenced Definitions