Replacement of Managers Sample Clauses

Replacement of Managers. In the event a Manager resigns or is removed, the Member shall appoint a replacement Manager.
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Replacement of Managers. If at any time a vacancy is created on the Board by reason of the incapacity, death, removal or resignation of any Manager, the Members shall appoint an individual to fill such vacancy.
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Replacement of Managers. From and after the removal of Class B Member as Managers, (i) the Class A Member may, in its sole and absolute discretion, designate and/or admit as an additional member any person as a replacement Managers and/or appoint a new manager (“Replacement Manager"), and (ii) the Replacement Managers shall be entitled to exercise all the management rights, and perform all of the duties and obligations, of Managers under this Agreement (as such rights, duties and obligations may be modified with the approval of Members holding, in the aggregate, more than 50.00% of the Class B Interests).
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Replacement of Managers. (i) If at any time, a vacancy is created on the Board of Managers by reason of the incapacity, death, removal or resignation of a GAP Manager designated pursuant to Section 6.4(a)(i) hereof, then the GAP Shareholders shall designate an individual who shall be elected to fill the vacancy until the next Shareholders Meeting. If, at any time a vacancy is created on the Board of Managers by reason of the incapacity, death, removal or resignation of an OH Manager designated pursuant to Section 6.4(a)(ii) hereof, then the OH Shareholders shall designate an individual who shall be elected to fill the vacancy until the next Shareholders Meeting. (ii) Upon receipt of notice of the designation of a nominee pursuant to Section 6.3, each Shareholder shall, as soon as practicable after the date of such notice, take all reasonable actions, including the voting of its Shares, to elect the manager so designated to fill the vacancy.
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Replacement of Managers. 8.2.1 Except as provided in Section 8.3 below, if a member of the Managing Board representing Nelnet is removed, resigns or otherwise ceases to Exhibit 10.60 participate, Nelnet shall propose a replacement member, whose appointment shall be approved by the majority of the Managing Board, such approval not to be unreasonably withheld. For any period in which Nelnet has only one member of the Managing Board said member shall represent both of Nelnet's votes on the Managing Board. 8.2.2 Except as provided in Section 8.3 below, if Hoeft or Wolfe is removed, resigns or otherwise xxxxxs to xxxxicipate, the other of Hoeft or Wolfe shall propose a replacement member, xhose xxxointment shall be approved by the majority of the Managing Board, such approval not to be unreasonably withheld. For any period in which only Hoeft or Wolfe remains on the Managing Board wixx Xxlnet'x xxxresentatives, said member shall represent two votes on the Managing Board.
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Replacement of Managers. At any time and upon written notice to all of the other Managers, (i) the Quinxxx Xxxignee may be replaced by Quinxxx, xxd (ii) the Paradigm Designee may be replaced by Paradigm.
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Replacement of Managers. A change in the composition of the Board may be made only with the approval of the owner of the Class A Units (i.e., Holdings or its successor in
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Replacement of Managers. (a) Comcast may at any time designate a replacement for a Comcast Manager by delivering a written notice of such replacement to the other Managers and the other Members. Such written notice shall state whether such replacement Manager shall be a temporary replacement (in which case a specified period of time shall be identified during which such replacement Manager will act as a Comcast Manager) or a permanent replacement. From and after the date on which the other Managers and the other Members receive such notice (subject to any specified period of time designated in such notice for a temporary replacement), (i) the Comcast replacement Manager shall be deemed to be a Comcast Manager and shall have all authority, power and capacity accorded to a Manager on the Board (in the event of a temporary replacement, only for such period of time designated by Comcast in the written notice provided under this Section 4.2(a), following which such temporary replacement Manager shall be deemed to have automatically resigned), and (ii) the Comcast Manager being replaced shall be deemed to have resigned from the Board and shall have no authority, power, or capacity with respect to any matter whatsoever relating to the Board (in the event of a temporary replacement, only for such period of time designated by Comcast in the written notice provided under this Section 4.2(a), following which the Comcast Manager that had been temporarily replaced shall be automatically reinstated as a Comcast Manager). (b) Radio One may at any time designate a replacement for a Radio One Manager by delivering a written notice of such replacement to the other Managers and the other Members. Such written notice shall state whether such replacement Manager shall be a temporary replacement (in which case a specified period of time shall be identified during which such replacement Manager will act as a Radio One Manager) or a permanent replacement. From and after the date on which the other Managers and the other Members receive such notice (subject to any specified period of time designated in such notice for a temporary replacement), (i) the Radio One replacement Manager shall be deemed to be a Radio One Manager and shall have all authority, power and capacity accorded to a Manager on the Board (in the event of a temporary replacement, only for such period of time designated by Radio One in the written notice provided under this Section 4.2(b), following which such temporary replacement Manager ...
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Related to Replacement of Managers

  • Replacement of Manager If at any time after any Action is brought the Manager settles the Action on a basis that results in the settlement of such Action against it and fewer than all the Underwriters (whether or not such settlement complies with Section 9.7 hereof), the Manager will, at such time, for purposes of Sections 9.3, 9.4, 9.5, 9.6, and 9.7 hereof, cease to be the Manager. The non-settling Underwriters will, by vote of holders of a majority of the Underwriting Percentage of such non-settling Underwriters, select a new Manager, which will become the new “Manager” for all purposes of Sections 9.3, 9.4., 9.5, 9.6, and 9.7 hereof as well as this section; provided that the non-settling Underwriter(s) with the largest Underwriting Percentage will act as Manager until such vote occurs and a new Manager is selected. 4 Notwithstanding such a settlement, the Manager and the other settling Underwriters will remain obligated to the non-settling Underwriters to assist and cooperate fully, in good faith, and at their own expense, in the defense of any Actions, including, without limitation, by providing, upon reasonable request of any non-settling Underwriter, and without the necessity of court process, access to or copies of all relevant records, and reasonable access to all witnesses under control of the Manager or the other settling Underwriters, for the purpose of interviews, depositions, and testimony at trial, subject in each case to the applicable legal and procedural obligations of such Manager and such other settling Underwriter. In addition, if at any time, the Manager is unwilling or unable for any reason to assume or discharge its duties as Manager under the applicable AAU, whether resulting from its insolvency (voluntary or involuntary), resignation or otherwise, to the extent permitted by applicable law, the remaining Underwriters will, by vote of holders of a majority of the Underwriting Percentage of such Underwriters, be entitled to select a new Manager, which will become the new Manager for all purposes under this Agreement. 5 Notwithstanding the foregoing, a Manager replaced pursuant to this Section 9.9 shall continue to benefit from and be subject to all other terms and conditions of this Agreement applicable to an Underwriter.

  • Removal of Managers Unless otherwise restricted by law, any Manager or the entire Board may be removed or expelled, with or without cause, at any time by the Member, and any vacancy caused by any such removal or expulsion may be filled by action of the Member.

  • Appointment of Managers With effect from the day and year stated in Box 4 and continuing unless and until terminated as provided herein, the Owners hereby appoint the Managers and the Managers hereby agree to act as the Managers of the Vessel.

  • Removal of Manager Upon an Event of Default (and so long as the Private Owner is then the Manager), the Initial Member may remove the Private Owner as the Manager and appoint a successor Manager in the sole discretion of the Initial Member in accordance with Section 12.4, whereupon such successor Manager shall immediately succeed to all, or such portion as the Initial Member and successor Manager agree, of the rights, powers, duties and obligations of the “Manager” hereunder, and the predecessor Manager shall promptly take such actions as may be reasonably requested by the Initial Member to facilitate the transition to such successor Manager.

  • Appointment of Manager Owner hereby engages and retains Manager as the manager and as tenant coordinating agent of the Properties, and Manager hereby accepts such appointment on the terms and conditions hereinafter set forth; it being understood that this Management Agreement shall cause Manager to be, at law, Owner’s agent upon the terms contained herein.

  • Engagement of Manager Commencing on the Effective Date, the Owner hereby appoints, retains and authorizes the Manager, and the Manager hereby accepts and agrees, to perform the Management Services and Operating Services (collectively, the “Services”) during the Term at all times in accordance with the terms and conditions set forth in this Agreement.

  • Restrictions on chartering, appointment of managers etc The Borrower shall procure that no Owner shall: (a) let the Ship owned by it on demise charter for any period; (b) other than the relevant Initial Charterparty or Future Charterparty, enter into any time or consecutive voyage charter in respect of the Ship owned by it for a term which exceeds, or which by virtue of any optional extensions may exceed, 11 months; (c) change the terms on which the Ship owned by it is employed or the identity of the person by whom that Ship is employed; (d) enter into any charter in relation to the Ship owned by it under which more than 2 months’ hire (or the equivalent) is payable in advance; (e) charter the Ship owned by it otherwise than on bona fide arm’s length terms at the time when the Ship is fixed; (f) appoint a manager of the Ship owned by it other than an Approved Manager or agree to any alteration to the terms of an Approved Manager’s appointment; (g) de-activate or lay up the Ship owned by it; or (h) put the Ship owned by it into the possession of any person for the purpose of work being done upon her in an amount exceeding or likely to exceed $250,000 (or the equivalent in any other currency) unless that person has first given to the Security Trustee and in terms satisfactory to it a written undertaking not to exercise any lien on the Ship or her Earnings for the cost of such work or otherwise.

  • POWERS OF MANAGERS Pursuant to Section 21-136 of the Act, the Managers are authorized: (a) to make all decisions regarding the Company’s operations and legal affairs, including but not limited to: i. the sale, development, lease, or other disposition of the Company's assets; ii. the purchase or acquisition of other assets; iii. the management of all or any part of the Company's assets; iv. the borrowing of money and granting of security interests in the Company's assets; v. the pre-payment, refinancing, or extension of any loan affecting the Company's assets; vi. the compromise or release of any of the Company's claims or debts; and vii. the employment of persons, firms, or corporations for the operation and management of the Company's business; and (b) to execute and deliver: i. all contracts, conveyances, assignments, leases, sub-leases, franchise agreements, licensing agreements, management contracts, and maintenance contracts covering or affecting the Company's assets; ii. all checks, drafts, and other orders for the payment of the Company's funds; iii. all promissory notes, loans, security agreements and other similar documents; and iv. all other instruments of any kind relating to the Company's business and affairs.

  • Board of Managers (a) Prior to the Closing Date, the initial Member or Members may designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the Board of Managers. By signing this Agreement or signing an investor application or certification in connection with the purchase of Units, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the Managers so designated. After the Closing Date, the Board may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund. The number of managers shall be fixed from time to time by the Board. (b) Each Manager shall serve on the Board for the duration of the term of the Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the Board. (c) In the event that no Manager remains to continue the business of the Fund, CSFB Alternative Capital shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the Board. If the Members shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof.

  • RIGHTS OF MANAGEMENT Any rights of management which are not specifically mentioned in this Agreement and are not contrary to its intention shall continue in full force and effect for the duration of this contract, always provided that in the exercise of the aforementioned management rights there shall be no discrimination.

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