Replacement of Managing Member Sample Clauses

Replacement of Managing Member. Except as otherwise provided in this Agreement, the Managing Member may only be changed with the approval of each Member, upon resignation of the Managing Member, upon an Event of Default on the part of the Managing Member or, at the election of IW in the event of the termination of the Managing Member or its Affiliate as the Operations Manager due to a default (beyond all applicable cure periods) under any of the Operations Management Agreements.
Sample 1Sample 2Sample 3See All (6)
AutoNDA by SimpleDocs
Replacement of Managing Member. In the event the Managing Member shall resign, a replacement Managing Member shall be appointed by the owners of the Common Stock.
Sample 1Sample 2Sample 3
Replacement of Managing Member. If a Member's term as the Managing Member ends (i) at the expiration of the Initial Term or Successor Initial Term because the Initial Term or Successor Initial Term is not automatically extended to an Additional Term or (ii) at the end of any Additional Term because such Additional Term is not automatically extended to a subsequent Additional Term, then a Majority of Class A Members shall select the replacement Managing Member who may not be such Member or an Affiliate thereof. If the Managing Member's Initial Term or Successor Initial Term or any Additional Term ends pursuant to an Early Termination Event, a Super Majority of Transmission Owners shall select the replacement Managing Member. (f)
Sample 1
Replacement of Managing Member. So long as The Enstar Group, Inc. ("Enstar") is a Non-Managing Member, Affirmative Associates LLC, including the managing member thereof (who, as of the date hereof, is J. Xxxxxxxxxxx Xxxxxxx), shall not be replaced or substituted as the Managing Member (either directly or indirectly, including by Transfer of the interests in such Managing Member), other than by an Affiliate of J. Xxxxxxxxxxx Xxxxxxx, without the prior written consent of Enstar (which shall not be unreasonably withheld) (any such replacement or substitution in violation of this Section 6.4, a "Prohibited Replacement"). Notwithstanding the foregoing, a Prohibited Replacement shall not be deemed to have occurred in the event that, following a Key Man Event, the limited partners of X.X. Xxxxxxx I LP ("JCF I") require the removal of the general partner of the Flowers Fund (the "Existing GP") and appoint a successor general partner (the "Successor GP"), in each case in accordance with the terms of the Second Amended and Restated Limited Partnership Agreement of JCF I (as amended from time to time, the "JCF I Agreement"), then the Managing Member shall transfer its interest as managing member of the Company to the Successor GP (or an affiliate thereof) at substantially the same time as the Existing GP transfers its interest as general partner of JCF I to the Successor GP (a "Successor GP Replacement").
Sample 1
Replacement of Managing Member. If a Replacement Event occurs, then CCA shall deliver written notice (a “Replacement Event Notice”) to KW of the occurrence of such Replacement Event. KW may (but shall not be required to), at any time following the occurrence of a Replacement Event, up to the date that is ninety (90) days following delivery of a Replacement Event Notice, deliver a termination notice to CCA (“Termination Notice”) removing CCA as Managing Member and terminating any and all rights CCA may have to manage the Company. Upon the delivery by KW of a Termination Notice (such date, the “Removal Date”), (i) KW (or such person appointed by KW) shall replace CCA (and CCA shall be removed) as the Managing Member of the Company, whereupon KW (or such person appointed by KW) will be entitled to exercise all the rights, duties and obligations of the Managing Member under this Agreement and (ii) KW may also elect at any time thereafter to terminate all Management Service Agreements. In the event that KW has elected to terminate all Management Service Agreements, KW shall be entitled to engage one or more replacement managers for the Company on arm’s length terms.
Sample 1
Replacement of Managing Member. At any time, the Managing Member is removed in accordance with Article IX of the Borrower Operating Agreement following the occurrence of a “Removal Event” thereunder and either (i) the Managing Member is not replaced with a Permitted Transferee within 90 days of such removal or (ii) Borrower (or each Obligor, as applicable) has not entered into an agreement for the management of the Projects on terms and conditions substantially similar to the Management Services Agreements with a Person that is an Experienced Person within 90 days of such removal; or
Sample 1
Replacement of Managing Member. Notwithstanding anything to the contrary contained in this Agreement, but subject to the provisions of Section 8.3, if RVMC and its Affiliates no longer holds any direct or indirect interest in the Properties, Outside Member shall have the right to appoint, in its sole discretion, a replacement managing member for the Company with the Person that is the replacement Asset Manager (or its Affiliate) appointed pursuant to the terms of the JV Operating Agreement of the Master REIT.
Sample 1
AutoNDA by SimpleDocs
Replacement of Managing Member. At any time on or after the Permitted Managing Member Change Date, in addition to all rights and remedies hereunder or at law or in equity, the Preferred Member shall have the power and authority, upon contemporaneous notice to the Managing Member, to immediately remove such Managing Member, provided that Preferred Member shall not (and may not) exercise such right unless at the time in question the Senior Debt Guaranty Condition is simultaneously, or has previously been, satisfied. Effective upon any such removal, the Preferred Member shall have the absolute right alone to exercise any and all rights of the Managing Member under this Agreement (but shall not assume any obligations or liabilities of the Managing Member under this Agreement), without needing to obtain the consent or approval of any other Member, including the right to decide and implement any and all Major Decisions, but the foregoing shall not be construed to relieve Preferred Member from any obligation it otherwise has under an express provision of Section 9 of this Agreement with regard to the manner in which it exercises its rights and remedies under Section
Sample 1
Replacement of Managing Member 
Sample 1Sample 2

Related to Replacement of Managing Member

  • 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 Manager At any time there is more than one Member, the Members, at any time and from time to time and for any reason, by action of Members holding in the aggregate 51% of the total Percentage Interests, may remove the Manager then acting and elect a new Manager.

  • Removal of Managers At any special meeting of the Members, duly called as provided in this LLC Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the Percentage Ownership entitled to vote for the election of managers, be removed from office, either with or without cause. At such meeting a successor or successors may be elected by a majority of the votes cast.

  • 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.

  • Board of Managers Section 3.01

  • 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.

  • 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.

  • Activities of Manager The obligations of Manager pursuant to the terms and provisions of this Management Agreement shall not be construed to preclude Manager from engaging in other activities or business ventures, whether or not such other activities or ventures are in competition with Owner or the business of Owner.

  • Restrictions on chartering, appointment of managers etc No Borrower shall, in relation to the Ship owned by it:

  • Duties of Manager The Manager, at its own expense, shall furnish the following services and facilities to the Trust:

Time is Money Join Law Insider Premium to draft better contracts faster.