Removal of the Managing Member. (a) The Managing Member may be removed as the managing member of the Company within sixty (60) days after notice pursuant to Section 4.6(a) of a Removal Conduct Event (or the discovery by the Members of the failure to give such notice whichever is later) and upon a Super-Majority Vote of Members (other than the Managing Member and its Affiliates, including any Person or account the Interest of which is managed by Brookfield on a discretionary basis), at which time the Removal Liquidating Trustee shall be appointed to wind up and liquidate the assets of the Company in accordance with Section 11.3 hereof (except that if the Managing Member is removed prior to the end of the Standstill Period, the assets of the Company shall not be liquidated until the end of the Standstill Period, except to the extent permitted by the Restructuring Proposal).
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Brookfield Retail Holdings LLC), Limited Liability Company Agreement (Brookfield Retail Holdings LLC)
Removal of the Managing Member. (a) The Managing Member may be removed as the managing member of the Company within sixty (60) days after notice pursuant to this Section 4.6(a4.5(a) of a Removal Conduct Event (or the discovery by the Members of the failure to give such notice whichever is later) and upon a Super-Majority Vote of Members (other than the Managing Member and its Affiliates, including any Person or account the Interest of which is managed by Brookfield on a discretionary basis), at which time the Removal Liquidating Trustee shall be appointed to wind up and liquidate the assets of the Company in accordance with Section 11.3 hereof (except that if the Managing Member is removed prior to the end of the Standstill Period, the assets of the Company shall not be liquidated until the end of the Standstill Period, except to the extent permitted by the Restructuring Proposal)hereof.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Brookfield Asset Management Inc.), Limited Liability Company Agreement (Brookfield Asset Management Inc.)