Removal or Withdrawal of the Manager. Members holding 80% of the Ownership Interest may, by written consent or affirmative vote, and with 90 days’ notice, remove the Manager. Members may then, by a majority vote or written consent, elect a new Manager provided; however, that such removal of the Manager shall not become effective until the election of the new Manager. In the event of the removal of the Manager without cause, the Manager shall be compensated in the amount of one year’s Management Fee calculated on the AUM as of the date of removal (either the expiration of 90 days or the election of a new Manager by the Members, whichever is later). Removal of the Manager shall in no way impair any rights of the Manager attributable to the period prior to the effective date of removal. The Manager may voluntarily withdraw from the Fund with one year’s written notice to Members. In the event of the Manager’s withdrawal, a Manager may be substituted who is acceptable to Members holding a majority of the Ownership Interests. The Manager’s resignation shall not become effective until the election of a new Manager by the Members, or 12 months from the date of the Manager’s resignation notice to the Members, which comes first.
Removal or Withdrawal of the Manager. Members holding, in the aggregate, 80% or more of the Ownership Interest may, by written consent or affirmative vote, and with 90 days’ notice, remove the Manager for Cause. Members may then, by a Majority vote or written consent, elect a new Manager provided; however, that such removal of the Manager shall not become effective until the election of the new Manager. Removal of the Manager shall in no way impair any rights of the Manager attributable to the period prior to the effective date of removal. The Manager may voluntarily withdraw from the Company with one year’s written notice to Members. In the event of the Manager’s withdrawal, a Manager may be substituted who is acceptable to Members holding a majority of the Ownership Interests. The Manager’s resignation shall not become effective until the election of a new Manager by the Members, or 12 months from the date of the Manager’s resignation notice to the Members, whichever comes first. Removal or withdrawal of the Manager shall in no way impair any rights of the Manager attributable to the period prior to the effective date of the removal or withdrawal. The cessation of the Manager’s status as the Manager shall not affect its status as a Member of the Company, nor will the cessation of the Manager’s status as a Member affect its status as the Manager of the Company. Amazon Gold OA
Removal or Withdrawal of the Manager. The Manager may NOT BE REMOVED by the Members. The Manager may voluntarily withdraw from the Fund upon ninety (90) days’ written notice to Members and, without any further approval or vote of any other Person, may substitute in its stead as manager of the Fund (a) any Affiliate of itself or its members; or (b) any entity which has acquired the Manager’s interest in the Fund; provided, that (x) any such successor manager substituted by the Manager shall be admitted to the Fund as the manager of the Fund contemporaneously with the withdrawal from the Fund of the Manager as the manager of the Fund, and (y) any such successor manager executes and delivers a counterpart to this Agreement and such other instruments, in form and substance satisfactory to the Manager, as the Manager may deem necessary or desirable to confirm the agreement of the successor Manager to be bound by all of the terms and provisions of this Agreement. Such new manager is hereby authorized to and shall continue the business of the Fund without dissolution. The Manager’s withdrawal shall become effective upon the substitution of a successor manager.
Removal or Withdrawal of the Manager. A Manager shall cease to be the Manager of the Company:
Removal or Withdrawal of the Manager. (a) In the event that (i) the Manager or Executive shall Transfer any Class A Member Interest or Class A-1 Member Interest in contravention of Section 10.1(a) or (b), (ii)(A) the Manager shall fail to perform or otherwise be in breach of any of its other material obligations under this Agreement or (B) the Manager has made a Controllable Management Decision that has resulted in a Material Earnings Failure (an “Earnings Event”) and shall not have cured such failure or breach within thirty (30) days (or such other period as is otherwise provided for in this Agreement) following receipt of notice of such failure or breach from the Majority Class C Members, or (iii) the Company shall have the right to terminate the Management Services Agreement pursuant to Section 8.2(b) or (c) thereof, then the Majority Class C Members may by written notice to the Manager remove the Manager, such removal to be effective five (5) Business Days after receipt by the Manager of such notice; provided that (other than in respect of any failure or breach for which a cure period is otherwise provided for in this Agreement) in the event that such failure or breach is not susceptible of cure within such thirty (30) day period but is susceptible of cure within a ninety (90) day period commencing on receipt of notice of such failure or breach, the cure period shall be extended for up to an additional sixty (60) days, provided that the Manager diligently pursues such cure. In the event that the Majority Class C Members shall have the right to remove the Manager as a result of an Earnings Event, then the Majority Class C Members must exercise such removal right not later than one hundred twenty (120) days after such right first arises and if they shall fail to do so, then such removal right shall expire (but without prejudice to removal rights that may arise thereafter as a result of subsequent Earnings Events).
