Common use of Removal Resignation Clause in Contracts

Removal Resignation. (a) Subject to the terms and conditions of the Protection Agreement, the Members entitled to designate a Manager pursuant to Section 7.02 may remove such Manager at any time with or without cause, effective upon written notice to the other Members. (b) Subject to the terms and conditions of the Protection Agreement, in the event that a vacancy is created on the Board at any time due to the death, disability, retirement, resignation, or removal of a Manager, the Voting Members that were initially entitled to designate such Manager pursuant to Section 7.02 shall have the exclusive right to designate an individual to fill such vacancy and the Company (so long as such Voting Member continues to be entitled to designate an individual to the Board pursuant to Section 7.02(b)) and each Member hereby agrees to take such actions as may be required to ensure the election or appointment of any such designee to fill such vacancy on the Board. To the extent that a Voting Member is no longer entitled to designate a Manager pursuant to Section 7.02(b), such Voting Member’s designee shall forthwith resign or in absence of a resignation, shall be removed from the Board, and any member of the Board who would otherwise have been designated in accordance with Section 7.02(b) shall instead be voted upon by the remaining members of the Board at the applicable time; provided that such individual meets the Required Manager Criteria (as defined in the Protection Agreement) and is not a designee of any Member. Each Member hereby agrees to take such actions as may be required to ensure the election or appointment of such Manager to fill such vacancy on the Board. (c) A Manager may resign at any time from the Board by delivering such Manager’s 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 acceptance of a resignation shall not be necessary to make it effective. (d) The Board shall maintain a schedule of all Managers with their respective 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) Notwithstanding the foregoing provisions of this Section 7.03 and Section 7.02 and subject to the terms and conditions of the Protection Agreement, the Company may, from time to time, grant the right to appoint one or more managers to the Board (subject to certain terms and conditions) (“Nomination Rights”), in which case the holders of the Class A Shares, as a class, shall not have the right to remove managers appointed pursuant to Nomination Rights or to appoint managers to vacant positions on the Board to the extent doing so would conflict with outstanding Nomination Rights. The Company shall also be entitled to grant the right to appoint one or more non-voting observers to the Board, whose access to Board proceedings and materials shall be limited to the extent the Company may determine is appropriate from time to time. (f) Notwithstanding the foregoing, Canopy Sub (and any transferee of Canopy Sub’s Membership Interest) will never have the right to appoint more than half of the managers constituting the Board for so long as any Exchangeable Shares remain outstanding. (g) Subject to Section 7.13, a Manager who becomes an Affected Manager shall be automatically removed as a Manager.

Removal Resignation. (a) Subject to the terms provisions of Section 2.2(f) below, a LX Director may be removed or replaced at any time from the Board, without cause, upon, and conditions only upon, the written request of the Protection AgreementLX Majority Holders, provided that the Members LX Majority Holders are still entitled to designate a Manager the LX Directors pursuant to Section 7.02 may remove such Manager at any time with or without cause, effective upon written notice to the other Members2.1(a) above. (b) Subject to the terms and conditions provisions of the Protection AgreementSection 2.2(f) below, in the event that a vacancy is created on the Board CAPS Director may be removed or replaced at any time due to the death, disability, retirement, resignation, or removal of a Manager, the Voting Members that were initially entitled to designate such Manager pursuant to Section 7.02 shall have the exclusive right to designate an individual to fill such vacancy and the Company (so long as such Voting Member continues to be entitled to designate an individual to the Board pursuant to Section 7.02(b)) and each Member hereby agrees to take such actions as may be required to ensure the election or appointment of any such designee to fill such vacancy on the Board. To the extent that a Voting Member is no longer entitled to designate a Manager pursuant to Section 7.02(b), such Voting Member’s designee shall forthwith resign or in absence of a resignation, shall be removed from the Board, without cause, upon, and any member only upon, the written request of the Board who would otherwise have been designated in accordance with Section 7.02(b) shall instead be voted upon by the remaining members of the Board at the applicable time; CAPS Majority Holders, provided that such individual meets the Required Manager Criteria (as defined in CAPS Majority Holders are still entitled to designate the Protection AgreementCAPS Directors pursuant to Section 2.1(a) and is not a designee of any Member. Each Member hereby agrees to take such actions as may be required to ensure the election or appointment of such Manager to fill such vacancy on the Boardabove. (c) Subject to the provisions of Section 2.2(f) below, a Series B Director may be removed or replaced at any time from the Board, without cause, upon, and only upon, the written request of the Series B Majority Holders, provided that the Series B Majority Holders are still entitled to designate the Series B Directors pursuant to Section 2.1(a) above. (d) A Manager director may resign at any time from the Board by delivering such Manager’s his written resignation to the BoardBoard and the Stockholder(s) appointing such director as provided in Section 2.1. 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 any Stockholder’s acceptance of a resignation shall not be necessary to make it effective. (d) The Board shall maintain a schedule of all Managers with their respective 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) Notwithstanding the foregoing provisions Each Stockholder shall vote (in person, by proxy or by action by written consent, as applicable) all of this Section 7.03 and Section 7.02 and subject such Stockholder’s Capital Stock, whether now owned or hereafter acquired or which such Stockholder may be empowered to the terms and conditions of the Protection Agreement, the Company mayvote, from time to time, grant the right to appoint one or more managers to the Board (subject to certain terms time and conditions) (“Nomination Rights”)at all times, in which case the holders of the Class A Shares, as a class, whatever manner shall not have the right be necessary to remove managers appointed ensure that (a) no director designated pursuant to Nomination Rights Section 2.1 may be removed from such office unless such removal is directed or to appoint managers to vacant positions on approved in writing by the Board to the extent doing so would conflict with outstanding Nomination Rights. The Company shall also be Stockholders entitled to grant designate such director, and (b) any vacancy created by the right resignation, removal or death of a director designated pursuant to appoint one or more non-voting observers to the Board, whose access to Board proceedings and materials Section 2.1 shall be limited filled with a director designated by the Stockholders entitled to the extent the Company may determine is appropriate from time to timedesignate such director. (f) Notwithstanding Anything to the foregoingcontrary in Section 2.1 or 2.2 notwithstanding, Canopy Sub (and any transferee of Canopy Sub’s Membership Interest) will never have the right to appoint more than half director may be removed for cause by a Majority in Interest of the managers constituting Stockholders, and if so removed, may only be replaced thereafter by the Board for so long or by the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Certificate of Incorporation. In the event of such removal, such member of the Board shall thereafter be voted upon by all of the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Certificate of Incorporation, rather than selected in accordance with the provisions of Section 2.1 (a), and the number of Directors that the persons who designated the removed Director shall thereafter be entitled to designate shall be reduced by one. For purposes hereof, cause shall include, without limitation, gross negligence, malfeasance or intentional misconduct in the performance of such person's duties as any Exchangeable Shares remain outstanding. (g) Subject to Section 7.13a director, a Manager who becomes an Affected Manager shall be automatically removed as breach of such person's fiduciary duties to the Company, a ManagerBad Actor Disqualification Event becoming applicable to such person, or such person's conviction of, or the entering of a guilty plea or plea of no contest with respect to, a felony.

Removal Resignation. (a) Subject to the terms and conditions of the Protection Agreement, the Members entitled to designate a A Manager pursuant to Section 7.02 may remove such Manager be removed or replaced at any time from the Board only upon a showing of Cause by the Common Majority Unitholders or the Preferred Majority Unitholders. The Chief Executive Officer may be removed in the same manner as any other Officer of the Company, in accordance with or without cause, effective upon written notice to the other MembersSection 8.09. (b) Subject to the terms and conditions of the Protection Agreement, in In the event that a vacancy is created on the Board at any time due to the death, disability, retirement, resignation, or removal of a ManagerManager by the Common Majority Unitholders, then the Voting Members that were initially entitled to designate such Manager pursuant to Section 7.02 Common Majority Unitholders shall have the exclusive right to designate an individual to fill such vacancy and the Company (so long as such Voting Member continues to be entitled to designate an individual to the Board pursuant to Section 7.02(b)) and each Common Unit Member hereby agrees to take such actions as may be required to ensure the election or appointment of any such designee to fill such vacancy on the Board. To the extent that a Voting Member is no longer entitled to designate a Manager pursuant to Section 7.02(b), such Voting Member’s designee shall forthwith resign or in absence of a resignation, shall be removed from the Board, and any member of the Board who would otherwise have been designated in accordance with Section 7.02(b) shall instead be voted upon by the remaining members of the Board at the applicable time; provided that such individual meets the Required Manager Criteria (as defined in the Protection Agreement) and is not a designee of any Member. Each Member hereby agrees agree to take such actions as may be required to ensure the election or appointment of such Manager designee to fill such vacancy on the Board. In the event that the Common Majority Unitholders shall fail to designate in writing a representative to fill a vacant Manager position on the Board, and such failure shall continue for more than thirty (30) days after notice from the Company to the Common Units with respect to such failure, then the vacant position shall be filled by an individual designated by the Managers then in office; provided, that such individual shall be removed from such position if the Common Majority Unitholders so direct and simultaneously designate a new Manager. (c) In the event that a vacancy is created on the Board at any time due to the removal of a Manager by the Preferred Majority Unitholders, then the Preferred Majority Unitholders shall have the right to designate an individual to fill such vacancy and the Company and each Preferred Unit Member hereby agree to take such actions as may be required to ensure the election or appointment of such designee to fill such vacancy on the Board. In the event that the Preferred Majority Unitholders shall fail to designate in writing a representative to fill a vacant Manager position on the Board, and such failure shall continue for more than thirty (30) days after notice from the Company to the Preferred Units with respect to such failure, then the vacant position shall be filled by an individual designated by the Managers then in office; provided, that such individual shall be removed from such position if the Preferred Majority Unitholders so direct and simultaneously designate a new Manager. (d) A Manager may resign at any time from the Board by delivering such Manager’s his 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 acceptance of a resignation shall not be necessary to make it effective. (d) The Board shall maintain a schedule of all Managers with their respective 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) Notwithstanding the foregoing provisions of this Section 7.03 and Section 7.02 and subject to the terms and conditions of the Protection Agreement, the Company may, from time to time, grant the right to appoint one or more managers to the Board (subject to certain terms and conditions) (“Nomination Rights”), in which case the holders of the Class A Shares, as a class, shall not have the right to remove managers appointed pursuant to Nomination Rights or to appoint managers to vacant positions on the Board to the extent doing so would conflict with outstanding Nomination Rights. The Company shall also be entitled to grant the right to appoint one or more non-voting observers to the Board, whose access to Board proceedings and materials shall be limited to the extent the Company may determine is appropriate from time to time. (f) Notwithstanding the foregoing, Canopy Sub (and any transferee of Canopy Sub’s Membership Interest) will never have the right to appoint more than half of the managers constituting the Board for so long as any Exchangeable Shares remain outstanding. (g) Subject to Section 7.13, a Manager who becomes an Affected Manager shall be automatically removed as a Manager.

Removal Resignation. (a) Subject to The Founders, upon the terms and conditions affirmative vote of the Protection Agreementa majority thereof, the Members entitled to designate a Manager pursuant to Section 7.02 may remove such any Founder Manager appointed by them at any time time, with or without cause, effective upon written notice to the other MembersManagers and the Chairperson. No Manager appointed by the Founder Members may be removed except in accordance with this Section 7.03(a). (b) Subject Class B Managers shall be provided all information provided to Founder Managers in advance to any meeting of the Board or any Committee. (c) The Class B Members may remove a Class B Manager appointed by them at any time, pursuant to this Section 7.03(c), effective upon written notice to the terms other Managers and conditions of the Protection AgreementChairperson. No Manager appointed by the Class B Members may be removed except in accordance with this Section 7.03; provided, however, that in the event that the Class B Members determine to remove Xxxxxxx Xxxxxx as a vacancy is created on the Board at any time due to the death, disability, retirement, resignation, or removal of a Class B Manager, Xxxx Xxxxxx shall take his place as the Voting Members “Class B Manager Replacement”; further provided, that were initially entitled to designate such the Class B Manager pursuant to Section 7.02 shall have the exclusive right to designate an individual to fill such vacancy and the Company (so long as such Voting Member continues to be entitled to designate an individual to the Board pursuant to Section 7.02(b)) and each Member hereby agrees to take such actions as Replacement may be required to ensure the election or appointment of any such designee to fill such vacancy on the Board. To the extent that a Voting Member is no longer entitled to designate a Manager pursuant to Section 7.02(b), such Voting Member’s designee shall forthwith resign or in absence of a resignation, shall only be removed from the BoardBoard for cause (as hereinafter defined), in which case the Class B Manager Replacement shall be appointed and any member designated by a majority in interest of the Board who would otherwise have been designated Class B Managers. As used in accordance with this Section 7.02(b7.03(c), “cause” shall be defined as (i) shall instead be voted upon by the remaining members Manager’s engagement in dishonesty, illegal conduct, or gross misconduct, which is, in each case, injurious to the Company or its Affiliates; (ii) the Manager’s breach of fiduciary duty to the Company or any Company Affiliate(s); (iii) the Manager’s embezzlement, misappropriation, or fraud, whether or not related to the Manager’s position as a manager of the Board at Company; (iv) the applicable timeManager’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude; provided that such individual meets (v) the Required Manager Criteria Manager’s willful unauthorized disclosure of Confidential Information; of (as defined in vi) the Protection Agreement) and is not a designee Manager’s material breach of any Member. Each Member hereby agrees to take such actions as may be required to ensure the election or appointment of such Manager to fill such vacancy on the Boardmaterial obligation under this Agreement. (cd) A Manager may resign at any time from the Board by delivering such Manager’s his 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. (de) Any vacancy on the Board resulting from the resignation, removal, death or disability of a Manager shall be filled by the Member or Members that appointed such Manager pursuant to Section 7.02(a), with such appointment to become effective immediately upon delivery of written notice of such appointment to the other Members and the Chairperson. (f) The Board shall maintain a schedule of all Managers with their respective mailing addresses (the “Managers Schedule”), and shall update the Managers Schedule upon the appointment, removal, removal or replacement of any Manager in accordance with Section 7.02 or this Section 7.03. (eg) Notwithstanding Each party hereto shall take all necessary action to carry out fully the provisions of Section 7.02(a) and the foregoing provisions of this Section 7.03 and Section 7.02 and subject to ensure that the terms and conditions Board consists of the Protection Agreement, the Company may, from time to time, grant the right to appoint one or more managers to the Board (subject to certain terms and conditions) (“Nomination Rights”), Managers that are duly appointed in which case the holders of the Class A Shares, as a class, shall not have the right to remove managers appointed pursuant to Nomination Rights or to appoint managers to vacant positions on the Board to the extent doing so would conflict accordance with outstanding Nomination Rights. The Company shall also be entitled to grant the right to appoint one or more non-voting observers to the Board, whose access to Board proceedings and materials shall be limited to the extent the Company may determine is appropriate from time to timesuch sections. (f) Notwithstanding the foregoing, Canopy Sub (and any transferee of Canopy Sub’s Membership Interest) will never have the right to appoint more than half of the managers constituting the Board for so long as any Exchangeable Shares remain outstanding. (g) Subject to Section 7.13, a Manager who becomes an Affected Manager shall be automatically removed as a Manager.

Removal Resignation. (a) Subject to the terms and conditions of the Protection Agreement, the Members entitled to designate a Manager pursuant to Section 7.02 may remove such Manager at any time with or without cause, effective upon written notice to the other Members. (b) Subject to the terms and conditions of the Protection Agreement, in the event that a vacancy is created on the Board at any time due to the death, disability, retirement, resignation, or removal of a Manager, the Voting Members that were initially entitled to designate such Manager pursuant to Section 7.02 shall have the exclusive right to designate an individual to fill such vacancy and the Company (so long as such Voting Member continues to be entitled to designate an individual to the Board pursuant to Section 7.02(b)) and each Member hereby agrees to take such actions as may be required to ensure the election or appointment of any such designee to fill such vacancy on the Board. To the extent that a Voting Member is no longer entitled to designate a Manager pursuant to Section 7.02(b), such Voting Member’s designee shall forthwith resign or in absence of a resignation, shall be removed from the Board, and any member of the Board who would otherwise have been designated in accordance with Section 7.02(b) shall instead be voted upon by the remaining members of the Board at the applicable time; provided that such individual meets the Required Manager Criteria (as defined in the Protection Agreement) and is not a designee of any Member. Each Member hereby agrees to take such actions as may be required to ensure the election or appointment of such Manager to fill such vacancy on the Board. (c) A Manager may resign at any time from the Board by delivering such Manager’s 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 acceptance of a resignation shall not be necessary to make it effective. (d) The Board shall maintain a schedule of all Managers with their respective 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) Notwithstanding the foregoing provisions of this Section 7.03 and Section 7.02 and subject to the terms and conditions of the Protection Agreement, the Company may, from time to time, grant the right to appoint one or more managers to the Board (subject to certain terms and conditions) (“Nomination Rights”), in which case the holders of the Class A Shares, as a class, shall not have the right to remove managers appointed pursuant to Nomination Rights or to appoint managers to vacant positions on the Board to the extent doing so would conflict with outstanding Nomination Rights. The Company shall also be entitled to grant the right to appoint one or more non-voting observers to the Board, whose access to Board proceedings and materials shall be limited to the extent the Company may determine is appropriate from time to time. (f) Notwithstanding the foregoing, Canopy Sub (and any transferee of Canopy Sub’s Membership Interest) will never have the right to appoint more than half of the managers constituting the Board for so long as any Exchangeable Shares remain outstanding[***]. (g) Subject to Section 7.13, a Manager who becomes an Affected Manager shall be automatically removed as a Manager.

Removal Resignation. (a) Subject to the terms and conditions of the Protection Agreement, the Members entitled to designate a Manager pursuant to Section 7.02 may remove such Manager at any time with or without cause, effective upon written notice to the other Members. (b) Subject to the terms and conditions of the Protection Agreement, in the event that a vacancy is created on the Board at any time due to the death, disability, retirement, resignation, or removal of a Manager, the Voting Members that were initially entitled to designate such Manager pursuant to Section 7.02 shall have the exclusive right to designate an individual to fill such vacancy and the Company (so long as such Voting Member continues to be entitled to designate an individual to the Board pursuant to Section 7.02(b)) and each Member hereby agrees to take such actions as may be required to ensure the election or appointment of any such designee to fill such vacancy on the Board. To the extent that a Voting Member is no longer entitled to designate a Manager pursuant to Section 7.02(b), such Voting Member’s designee shall forthwith resign or in absence of a resignation, shall be removed from the Board, and any member of the Board who would otherwise have been designated in accordance with Section 7.02(b) shall instead be voted upon by the remaining members of the Board at the applicable time; provided that such individual meets the Required Manager Criteria (as defined in the Protection Agreement) and is not a designee of any Member. Each Member hereby agrees to take such actions as may be required to ensure the election or appointment of such Manager to fill such vacancy on the Board. (c) A Manager may resign at any time from the Board by delivering such Manager’s 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 acceptance of a resignation shall not be necessary to make it effective. (d) The Board shall maintain a schedule of all Managers with their respective 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) Notwithstanding the foregoing provisions of this Section 7.03 and Section 7.02 and subject to the terms and conditions of the Protection Agreement, the Company may, from time to time, grant the right to appoint one or more managers to the Board (subject to certain terms and conditions) (“Nomination Rights”), in which case the holders of the Class A Shares, as a class, shall not have the right to remove managers appointed pursuant to Nomination Rights or to appoint managers to vacant positions on the Board to the extent doing so would conflict with outstanding Nomination Rights. The Company shall also be entitled to grant the right to appoint one or more non-voting observers to the Board, whose access to Board proceedings and materials shall be limited to the extent the Company may determine is appropriate from time to time. (f) Notwithstanding the foregoing, Canopy Sub (and any transferee of Canopy Sub’s Membership Interest) will never have the right to appoint more than half of the managers constituting the Board for so long as any Exchangeable Shares remain outstanding[***]. (g) Subject to Section 7.13, a Manager who becomes an Affected Manager shall be automatically removed as a Manager.