Common use of Removal; Resignation; Vacancies Clause in Contracts

Removal; Resignation; Vacancies. (a) Each Member may remove any Manager appointed by it at any time with or without cause, effective upon written notice to the other Member. No Manager may be removed except in accordance with this Section 7.03(a). (b) A Manager may resign at any time from the Board by delivering his or her written resignation to the Board. Any such resignation shall be effective upon receipt thereof unless it is specified to be effective at some other time or upon the occurrence of some other event. The Board’s or Company’s acceptance of a resignation shall not be necessary to make it effective. (c) Any vacancy on the Board resulting from the resignation, removal, death or disability of a Manager shall be filled by the same Member that appointed such Manager pursuant to Section 7.02(a), with such appointment to become effective immediately upon delivery of such written notice of such appointment to the other Member. (d) The Board shall maintain a schedule of all Managers with their respective contact information (the “Managers Schedule”), and shall update the Managers Schedule upon the appointment, removal or replacement of any Manager in accordance with Section 7.02 or this Section 7.03. (e) Each party hereto shall take all necessary action to carry out fully the provisions of Section 7.02 and the foregoing provisions of this Section 7.03 to ensure that the Board and the board of directors, board of managers or other governing body of any applicable Subsidiary consists of the Managers that are duly appointed in accordance with such sections.

Removal; Resignation; Vacancies. (ai) Each Member may remove any Manager appointed by it at any time with or without cause, effective upon written notice to the other MemberMember and the Board. No Manager may be removed except in accordance with this Section 7.03(a8(c)(i). (bii) A Manager may resign at any time from the Board by delivering his or her written resignation to the BoardBoard and each Member. Any such resignation shall be effective upon receipt thereof unless it is specified to be effective at some other time or upon the occurrence of some other event. The Board’s or Company’s acceptance of a resignation shall not be necessary to make it effective. (ciii) Any vacancy on the Board resulting from the resignation, removal, death or disability of a Manager shall be filled by the same Member that appointed such Manager pursuant to Section 7.02(a), 8(b) with such appointment to become effective immediately upon delivery of such written notice of such appointment to the other MemberMember and the Board. (div) The Board shall maintain a schedule of all Managers with their respective contact information mailing addresses (the “Managers Schedule”), and shall update the Managers Schedule upon the appointment, removal or replacement of any Manager in accordance with Section 7.02 8(b) or this Section 7.038(c). (ev) Each party hereto shall take all necessary action to carry out fully the provisions of Section 7.02 8(b) and the foregoing provisions of this Section 7.03 8(c) to ensure that the Board and the board of directors, board of managers directors or other governing body of any applicable Subsidiary consists of the Managers that are duly appointed in accordance with such sections.

Removal; Resignation; Vacancies. (a) Each A Manager may be removed or replaced at any time from the Board, for Cause only, by an affirmative vote by the Board; provided that only the Majority Member may remove any Manager appointed by it at any time with or without cause, effective upon written notice to replace the other MemberMajority Member Manager. No Manager may be removed except in accordance with this Section 7.03(a7.05(a). (b) A Manager may resign at any time from the Board by delivering his or her such Manager’s written resignation to the BoardBoard and, in the case of the Majority Member Manager, also to the Majority Member. Any such resignation shall be effective upon receipt thereof unless it is specified to be effective at some other time or upon the occurrence of some other event. The Board’s or Company’s acceptance of a resignation shall not be necessary to make it effective. A resigning Manager may nominate and appoint a replacement Manager to fill the vacancy caused by such Manager’s resignation. (c) Any Subject to Section 7.05(b), the Board shall nominate and appoint a replacement Manager to any vacancy on the Board resulting from the resignation, removal, death death, or disability of a Manager shall be filled by the same Member that appointed such Manager pursuant to Section 7.02(a)Manager, with such appointment to become effective immediately upon delivery of such written notice of such appointment to the other MemberMembers and the Chairman. (d) The Board shall maintain a schedule of all Managers with their respective contact information mailing addresses (the “Managers Schedule”), and shall update the Managers Schedule upon the appointmentdesignation, removal removal, or replacement of any Manager in accordance with Section 7.02 7.04 or this Section 7.037.05. (e) Each party hereto shall take all necessary action to carry out fully the provisions of Section 7.02 7.04 and the foregoing provisions of this Section 7.03 7.05 to ensure that the Board and the board of directors, board of managers directors or other governing body of any applicable Subsidiary of the Company consists of the Managers that are duly appointed designated in accordance with such sections.

Removal; Resignation; Vacancies. (a) Each Member may remove any Manager appointed by it at any time with or without cause, effective upon written notice to the other MemberMember and the Chairperson. No Manager may be removed except in accordance with this Section 7.03(a). (b) A Manager may resign at any time from the Board by delivering his or her written resignation to the Board. Any such resignation shall be effective upon receipt thereof unless it is specified to be effective at some other time or upon the occurrence of some other event. The Board’s 's or Company’s 's acceptance of a resignation shall not be necessary to make it effective. (c) Any vacancy on the Board resulting from the resignation, removal, death or disability of a Manager appointed by a Member shall be filled by the same Member that appointed such Manager pursuant to Section 7.02(a)Manager, with such appointment to become effective immediately upon delivery of such written notice of such appointment to the other MemberMember and the Chairperson. (d) The Board shall maintain a schedule of all Managers with their respective contact information mailing addresses (the “Managers Schedule”), and shall update the Managers Schedule upon the appointment, removal or replacement of any Manager in accordance with Section 7.02 or this Section 7.03. (e) Each party hereto shall take all necessary action to carry out fully the provisions of Section 7.02 and the foregoing provisions of this Section 7.03 to ensure that the Board and the board of directors, board of managers directors or other governing body of any applicable Subsidiary consists of the Managers that are duly appointed in accordance with such sections.