Common use of Removal of Members Clause in Contracts

Removal of Members. (a) A Member may be removed from the Company in any of the following circumstances (and for no other reason): (i) prior to the Sunset, in the case of an Original Control Member, (1) automatically, by delivering its resignation from the Company in writing or electronic transmission to the Company; (2) automatically, upon the death of such Member (or its affiliated Original Control Person); (3) at the election of the Control Group and approved by each Original Control Member (excluding the approval of the Original Control Member subject to removal), upon such Member’s (or its affiliated Original Control Person’s) Disability; (4) at the election of the Control Group and approved by each Original Control Member (excluding the approval of the Original Control Member subject to removal), if such Member (or its affiliated Original Control Person) commits an act or omission constituting Cause; or (5) at the election of the Control Group and approved by each Original Control Member (excluding the approval of the Original Control Member subject to removal), if such Member (or its affiliated Original Control Person) engages in Competition; (ii) prior to the Sunset, in the case of an Additional Member admitted pursuant to Section 3.4(b), (1) automatically, by delivering its resignation from the Company in writing or electronic transmission to the Company; (2) automatically, upon the death of such Member (or its Related Professional, as applicable); (3) automatically, upon the expiration of such Member’s term; (4) automatically, if such Member (or its Related Professional, as applicable) ceases to be an Active TPG Partner; (5) at the election of the Control Group, upon such Member’s (or its Related Professional’s) Disability; or (6) at the election of the Control Group, with or without Cause; in each case of clauses (5) and (6) above, as determined by the Control Group and approved by each Original Control Member; (iii) following the Sunset, in the case of any Member (including an Original Control Member or Additional Member), (1) automatically, pursuant to Section 3.4(c)(ii); (2) automatically, pursuant to Section 3.4(c)(i)(2); (3) automatically, by delivering its resignation from the Company in writing or electronic transmission to the Company; or (4) at the election of the Control Group and approved by each Original Control Member (excluding the approval of an Original Control Member subject to removal), if such Member is determined to be a Disqualified Holder. No Disqualified Holder nor any member of its Group shall be eligible to re-qualify as a Significant Holder again in the future if either such Disqualified Holder, a member of its Group or its Related Professional is determined to have engaged in Competition or committed acts or omissions constituting Cause. (b) Notwithstanding anything to the contrary in this Agreement, for purposes of determining Cause, Competition or Disability and an election by the Control Group to remove a Member for any such reason, the Person who is the subject of such determination and removal proceeding (and any Member that is their Affiliate) will not be permitted to vote at any meeting of the Control Group to make such determination or effect such removal and their votes shall not be counted for purposes of determining whether there is a sufficient quorum of the Control Group to act or sufficient votes in favor of removal. (c) In the event a Member is removed from the Company in accordance with Section 3.5(a), all Common Units held by such Member shall, except as provided in Section 4.2(b), be automatically, and without further action by such Member, the Control Group or the Company, forfeited, terminated and cancelled, without any further payment therefor. (d) For the avoidance of doubt, any Member who is removed from the Company and ceases to hold any Common Units shall cease to be a Member and shall have no further rights or obligations under this Agreement (except as expressly set forth in Article X, which shall survive).