Removal of the Manager Sample Clauses

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 the Manager. (a) The Manager’s appointment and this Agreement may be terminated upon notice of the Board of Directors of the Company only if: (i) the Performance Test Return (as calculated by the Manager and approved by the Compensation Committee as of a Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned)) is both: (A) less than the number calculated by: (i) multiplying the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned) by 0.7 if such Performance Test Benchmark Return is greater than 0 or (ii) multiplying the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date) by 1.3 if such Performance Test Benchmark Return is less than 0; and (B) less than the number calculated by subtracting 0.025 (2.5 percent) from the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned)) in 16 out of 20 consecutive Fiscal Quarters prior to and including the most recent full Fiscal Quarter and the holders of a minimum of 66 2/3% of shares of Company Common Stock, excluding from such calculation any shares of Company Common Stock owned by the Manager or any Manager Affiliate, vote to remove the Manager; (ii) the Manager pursuant to or within the meaning of any Bankruptcy Law: (A) commences a voluntary case; (B) consents to the entry of an order for relief against it in an involuntary case; (C) consents to the appointment of a Custodian of it or for all or substantially all of its property; or (D) makes a general assignment for the benefit of its creditors; (iii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Manager in an involuntary case; (B) appoints a Custodian of the Manager or for all or substantially all of its property; or (C) orders the liquidation of the Manager; and the order or decree remains unstayed and in effect for 90 days; (iv) the Manager is in material breach of its obligations under this Agreement and such breach continues for a period of 60 days after notice thereof is given; or (v) the Manager shall have (A) acted with gross negligence, wil...

Removal of the Manager. The Manager may be removed by the Company at any time upon sixty (60) days’ prior written notice to the Manager, which right shall not be contingent upon the finding of a replacement manager.

Removal of the Manager. Upon at least 60 days written notice to the Manager and all Investors in this Fund, the Manager may be required to withdraw as manager of this Fund by a vote of Investors owning not less than 50% of the Units of this Fund. Any such removal shall be effective as of the end of the calendar quarter in which such vote occurs.

Removal of the Manager. Economic Members of the Company acting by way of a Super Majority Vote may elect to remove the Manager at any time if the Manager is found by a non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with a Series or the Company and which has a material adverse effect the Company. The Manager shall call a meeting of all of the Economic Members of the Company within thirty (30) calendar days of such final non-appealable judgment of a court of competent jurisdiction, at which the Economic Members may (i) by Super Majority Vote, remove the Manager of the Company and each relevant Series in accordance with this ARTICLE X and (ii) if the Manager is so removed, by a plurality, appoint a replacement Manager or the liquidation and dissolution and termination the Company and each of the Series in accordance with ARTICLE XI. If the Manager fails to call a meeting as required by this Article X, then any Economic Member shall have the ability to demand a list of all Record Holders of the Company pursuant to Section 8.1(b) and to call a meeting at which such a vote shall be taken. In the event of its removal, the Manager shall be entitled to receive all amounts that have accrued and are then currently due and payable to it pursuant to this Agreement but shall forfeit its right to any future distributions. Prior to its admission as a Manager of any Series, any replacement Manager shall acquire the Interests held by the departing Manager in such Series for fair market value and in cash immediately payable on the Transfer of such Interests. For the avoidance of doubt, if the Manager is removed as Manager of the Company it shall also cease to be Manager of each of the Series.

Removal of the Manager. The Company’s Board of Directors may terminate this Agreement and the Manager’s appointment if, at any time: (a) (i) a majority of the Company’s Board of Directors vote to terminate this Agreement and (ii) the holders of at least a majority of the then outstanding Trust Shares (other than Trust Shares beneficially owned by the Manager) vote to terminate this Agreement.

Removal of the Manager. The Manager’s status as the Manager of the Company may not be terminated, nor may the Manager be removed as Manager, except by the unanimous approval of the Members. Each Member’s approval shall be required notwithstanding that such Member has a relationship with the Manager including, without limitation, as a stockholder, director or officer of the Manager. Each Member shall be entitled to withhold its approval in its sole and absolute discretion and shall not be liable to any other Member for failing to give its approval under any circumstances or under any legal theory.

Removal of the Manager. The Manager may be removed by the Company at any time upon sixty (60) days’ prior written notice to the Manager, which right shall not be contingent upon the finding of a replacement manager, subject to the payment of a Termination Fee, as defined in Section 8.5 below.” (ii) Section 8.5 of the MSA is amended and restated in its entirety to read as follows:

Removal of the Manager. The Manager shall automatically be removed if the Manager is removed as the general partner of the MLP pursuant to Section 11.2 of the MLP Agreement. Such removal shall be effective concurrently with the effectiveness of the removal of the Manager as the general partner of the MLP pursuant to the terms of the MLP Agreement. The Manager may also be removed by Members owning a Supermajority of the Voting Interests.

Removal of the Manager. (A) Removal as a Result of Change in Ownership. In the event that XXXX is no longer entitled to serve as the Manager as provided by Section 5.07(b)(i) hereof, NHI shall have the right to remove XXXX as Manager by delivering written notice (the “Removal Notice”) to XXXX at any time within thirty (30) days after XXXX ceases to be entitled to serve as the Manager. The Removal Notice shall specify the effective date of removal of XXXX as Manager which effective date may not be earlier than ten (10) days after the date of the Removal Notice. Upon the effective date of removal of a Person as Manager pursuant to this Section 5.07(b)(iii)(A), such Person shall automatically be removed as the Manager, and in the event that NHI meets the requirements to serve as the Manager as provided in Section 5.07(b)(i), XXXX shall be replaced in that capacity by NHI. If NHI does not meet the requirements set forth above to serve as the Manager or declines to serve as the Manager, then the Manager shall be chosen by a majority vote of the Qualifying Members.