Removal of the Managing Member. Economic Members of the Company acting by way of a Super Majority Vote may elect to remove the Managing Member at any time if the Managing Member 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 Managing Member shall call a meeting of all of the Economic Members of the Company within 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 Managing Member of the Company and each relevant Series in accordance with this ARTICLE X and (ii) if the Managing Member is so removed, by a plurality, appoint a replacement Managing Member or the liquidation and dissolution and termination the Company and each of the Series in accordance with ARTICLE XI. If the Managing Member 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 Managing Member 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. If the Managing Member of a Series and the Asset Manager of a Series shall be the same Person or controlled Affiliates, then the Managing Members appointment as Asset Manager of such Series shall concurrently automatically terminate. Prior to its admission as a Managing Member of any Series, any replacement Managing Member shall acquire the Interests held by the departing Managing Member in such Series for fair market value and in cash immediately payable on the Transfer of such Interests and appoint a replacement Asset Manager on the same terms and conditions set forth herein and in the Asset Management Agreement. For the avoidance of doubt, if the Managing Member is removed as Managing Member of the Company it shall also cease to be Managing Member of each of the Series.
Removal of the Managing Member. The Managing Member may not be removed as the managing member of the Company unless the General Partner is removed as a general partner of the Managing Member in accordance with the KRP Partnership Agreement. The removal of the Managing Member as the managing member of the Company shall also automatically constitute the removal of the Managing Member as general partner or managing member, to the extent applicable, of the other Group Members of which the Managing Member is a general partner or a managing member. If a Person is elected as a successor General Partner, such Person shall automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the Managing Member is a general partner or a managing member.
Removal of the Managing Member. The Managing Member may be removed if such removal is approved by the Unitholders holding at least 66 2/3% of the Outstanding Units (including Units held by the Managing Member and its Affiliates) voting as a single class. Any such action by such holders for removal of the Managing Member must also provide for the election of a successor Managing Member by the Unitholders holding a majority of the Outstanding Units (including Units held by the Managing Member and its Affiliates). Such removal shall be effective immediately following the admission of a successor Managing Member pursuant to Section 10.2. The removal of the Managing Member shall also automatically constitute the removal of the Managing Member as general partner or managing member, to the extent applicable, of the other Group Members of which the Managing Member is a general partner or a managing member. If a Person is elected as a successor Managing Member in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the Managing Member is a general partner or a managing member. The right of the holders of Outstanding Units to remove the Managing Member shall not exist or be exercised unless the Company has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor Managing Member elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.
Removal of the Managing Member. (a) In the event of (i) fraud, gross negligence or willful misconduct of the Managing Member, (ii) any breach by the Managing Member of any of its material obligations under this Agreement that remains uncured for thirty (30) days after delivery of notice thereof to the Managing Member by any other Member, (iii) upon the liquidation, dissolution, or Bankruptcy of the Managing Member, (iv) while an ARA Member is the Managing Member, the termination of the Management Agreement or (vi) a Change of Control, the Managing Member may be removed by written notice (a “Removal Notice”) from all of the Members (other than such Managing Member).
(b) Upon the removal of the Managing Member pursuant to Section 3.11(a), the Managing Member shall continue to hold its Interest and shall become a Member and (ii) the Managing Member may be replaced by a Person selected by the Members other than the Managing Member.
(c) The removal of the Managing Member pursuant to Section 3.11(a) is not the exclusive remedy of the Company or the Members for any fraud, gross negligence or willful misconduct by the Managing Member.
Removal of the Managing Member. The Managing Member may not be removed as the managing member of the Company unless the General Partner is removed as a general partner of the Managing Member in accordance with the Partnership Agreement. The removal of the Managing Member as the managing member of the Company shall also automatically constitute the removal of the Managing Member as general partner or managing member, to the extent applicable, of the other Group Members of which the Managing Member is a general partner or a managing member. If a Person is elected as a successor Managing Member in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the Managing Member is a general partner or a managing member. Any successor Managing Member elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.
Removal of the Managing Member. 10.1 Term & Removal. The Managing Member will serve as Managing Member of the Company and each Series for an indefinite term. Notwithstanding the foregoing, the Managing Member may be removed by the Members of the Company acting by way of a Super Majority Vote if the Managing Member 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 on the Company. The Managing Member shall call a meeting of all of the Members of the Company within 30 calendar days of such final non-appealable judgment of a court of competent jurisdiction, at which the Members may (i) by Super Majority Vote, remove the Managing Member of the Company and each relevant series in accordance with this Article X and (ii) if the Managing Member is so removed, by a plurality, appoint a replacement Managing Member or approve the liquidation and dissolution and termination of the Company and each of the series in accordance with Article XI. If the Managing Member fails to call a meeting as required by this Article X, then any Members 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 Managing Member 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 Managing Member of any series, any replacement Managing Member shall acquire the Interests held by the departing Managing Member in such series, if any, for fair market value and in cash immediately payable on the Transfer of such Interests. For the avoidance of doubt, if the Managing Member is removed as Managing Member of the Company it shall also cease to be Managing Member of each of the series
Removal of the Managing Member. Subject to Article 13, the Managing Member may only be removed with the consent of the holders of a majority of each class of Units. In the event that the Managing Member is removed, the holders of a majority of each class of Units may appoint a replacement Managing Member. Any such replacement Managing Member shall be admitted as the Managing Member; provided that such replacement Managing Member is not a Prohibited Person or an Unsuitable Person or Affiliate thereof and such appointment would not cause a Regulatory Event.
Removal of the Managing Member. Upon the written consent of the Non-Managing Members having at least 66 2/3% of the Units, the Managing Member shall be required to withdraw from the Company, and the Company shall be wound up and terminated, unless the Non-Managing Members having at least 66 2/3% of the Units agree in writing to continue the business of the Company and to the appointment of one or more new managing members.
Removal of the Managing Member. (a) Comcast may remove the Managing Member at any time if [***].
(b) Any removal of the Managing Member shall be effective upon such date that Comcast provides written notice to the Managing Member specifying the basis for the removal. If Comcast so removes the Managing Member, Comcast shall select a new Managing Member, which new Managing Member shall not be required to be a Member prior to its admission as the Managing Member, and the removed Managing Member shall become Non-Managing Member and Liberty shall have no consent or approval rights with respect to the Company except that (i) [***]. Upon the removal of the Managing Member as a result of any of the events described in subsections (i) through (iv) of Section 7.13(a), Comcast shall be permitted at any time thereafter to exercise its Call Right pursuant to Section 8.01(b), notwithstanding that the Standstill Period has not then expired; provided that, the Deferral Right shall not be available to Liberty pursuant to Section 8.01(c), but the right to rescind following any such exercise of the Call Right shall be available in accordance with Section 8.01.
Removal of the Managing Member. At any time before or after ------------------------------ the Lockout Date the Managing Member may be removed as Managing Member by a majority vote of the Members voting in accordance with their Percentage Interests, upon ten (10) days written notice, should any of the following events occur, each of which shall be considered a "Manager Material Default":
(a) A case or proceeding shall have been commenced against the Managing Member in a court having competent jurisdiction seeking a decree or order in respect of the Managing Member (i) under Title 11 of the United States Code, or any other applicable federal or state bankruptcy or other similar law, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) of the Managing Member or a substantial part of its properties, or (iii) ordering the winding-up or liquidation of the affairs of the Managing Member, and such case or proceeding shall remain undismissed or unstayed for sixty (60) consecutive days or such court shall enter a decree or order granting the relief sought in such case or proceeding;
(b) The Managing Member shall (i) file a petition seeking relief under Title 11 of the United States Code, or any other applicable federal or state bankruptcy or other similar law, (ii) consent to the institution of proceedings thereunder or to the filing of any such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) of the Managing Member or of a substantial part of its properties, (iii) admit in writing its inability to pay its debts generally as such debts become due, or (iv) take any action in furtherance of any such action;
(c) The Managing Member shall have committed gross negligence or willful misconduct in the conduct of its duties under this Agreement;
(d) The Managing Member shall have defaulted in its obligations (other than in the conduct of its duties which is governed by subparagraph (c)) under this Agreement in any material manner, including, without limitation, if the Managing Member shall have committed a Member Material Default, or if any of the Xxxx Members shall have committed a Member Material Default; or
(e) An Unpermitted Transfer by any Carr Member shall have occurred. Notwithstanding any other term of this Agreement, in the event that any defaults described in clauses (d) or (e) above shall have occurred, the Managing Member shall not be deemed...
