Resignation and Removal of Managers. (a) Any Manager may resign at any time upon written notice to the Company.
(b) A Manager, or the entire Board of Managers, may be removed at any time, with or without cause, by the Member.
Resignation and Removal of Managers. The Managers shall hold office until each such Manager’s successor is appointed by the Member or until each such Manager’s earlier resignation, death, dissolution and/or liquidation or removal by the Member. The Managers may resign at any time upon written notice to the Company, and a Manager may be removed with or without cause by the Member.
Resignation and Removal of Managers. No Manager may resign as Manager at any time without the consent of a Majority Interest of the Members other than the departing Manager. A Manager may be removed at any time, with Cause (but may not be removed without Cause), by the unanimous vote of all of the Members (other than the Member who is to be removed as Manager) at a meeting called expressly for that purpose, or by the written consent of all of the Members (other than the Member who is to be removed as Manager). Removal as Manager shall not affect the Manager's rights as a Member or constitute a withdrawal of a Manager as a Member. For purpose of this Section, "Cause" shall mean fraud, willful misconduct or embezzlement.
Resignation and Removal of Managers. 3 2.7. COMPENSATION AND FEES...............................................3
Resignation and Removal of Managers. Each Manager shall serve until death, resignation, or removal in accordance with this Agreement. A Manager may resign at any time upon giving written notice of resignation to the Members and all other Managers. A Class A Manager may be removed at any time (with or without cause) by the affirmative vote of a Majority-in-Interest of the Class A Members. A Class B Manager may be removed at any time (with or without cause) by the affirmative vote of a Majority-in-Interest of the Class B Members. If a Manager ceases to serve as a Manager at any time for any reason, the resulting vacancy shall be filled by a Manager appointed in accordance with Section 5.02 (i.e., the Class A Members shall designate the individual(s) to fill any vacancy resulting from the removal or other cessation of service of a Manager originally appointed by the Class A Members).
Resignation and Removal of Managers. A manager may resign at any time by delivering a written resignation to the members and the other managers. The resignation will be effective when received by all members and managers unless the resignation specifies a later effective date. The members may remove any manager at any time, with or without cause. But a manager may be removed by the members only at a meeting of the members called for the purpose of removing the manager, and the notice of the meeting must state that removing a manager is a purpose of the meeting. The resignation or removal of a manager who is also a member will not constitute a withdrawal or expulsion of the manager as a member of the company or otherwise affect the manager’s rights as a member. If a manager resigns or is removed, a meeting of members to elect a successor must be called promptly and held as soon as reasonably possible.
Resignation and Removal of Managers. 16 Section 3.7 VACANCIES..................................................................................16 Section 3.8 COMPENSATION OF GENERAL MANAGER............................................................16 Section 3.9 TRANSACTIONS WITH THE COMPANY; COMPENSATION................................................17 Section 3.10 CERTAIN REQUIRED APPROVALS.................................................................17 ARTICLE 4 MEMBERS; MEETINGS & DUTIES Section 4.1 MEMBERS....................................................................................18 Section 4.2 MEETINGS...................................................................................18 Section 4.3 NOTICE OF MEETINGS.........................................................................13 Section 4.4 MEETING OF ALL MEMBERS.....................................................................18 Section 4.5 RECORD DATE................................................................................18 Section 4.6 QUORUM.....................................................................................18 Section 4.7 MANNER OF ACTING...........................................................................19 Section 4.8 ACTION BY MEMBERS WITHOUT A MEETING........................................................19
Resignation and Removal of Managers. A Manager may resign at ----------------------------------- any time by delivering written notice to the other Managers or the Company. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. The Unitholders may remove one or more Managers with or without cause. If a Manager is elected by a voting group of Unitholders, only the Unitholders of that voting group may participate in the vote to remove him or her. A Manager shall be removed by the Unitholders only at a meeting called for the purpose of removing him or her and the meeting notice shall state that the purpose of the meeting is the removal of a Manager.
Resignation and Removal of Managers.
(a) If the Manager resigns or is removed as provided in Section 9.3(a), then the Members shall promptly elect a new Manager by action of the Members as set forth in Section 9.4 or Section 9.5 which shall have the rights and obligations of the “Manager” set forth in this Agreement. The Manager shall be deemed to have resigned if it dissolves or files for bankruptcy or an action in bankruptcy is filed against it and remains undismissed for ninety (90) days.
(b) The Manager may only be removed and replaced by fifty percent (50%) of the Members for Cause, provided, the removal of the Manager shall not be effective until the Company shall obtain a complete and unconditional release from the applicable lender(s) as to the foregoing guaranties and contingent liabilities if the Manager, Xxxxxxx Xxxxxxx or one of their respective Affiliates is personally liable on any payment (including, without limitation, any guaranty of non-recourse carve outs) or completion guaranty as to any indebtedness of the Company or any environmental indemnity, if any.
Resignation and Removal of Managers. Any Manager may resign at any time by delivering his or her resignation in writing or electronic transmission to the Chief Executive Officer, President or Secretary of the Company, to take effect at the time specified in the resignation; the acceptance of a resignation, unless required by its terms, shall not be necessary to make it effective. The Members holding a majority of the aggregate number of outstanding Class A Units at such time may remove and replace any of the Managers, either with or without Cause; provided, that (a) so long as the Company has not consummated an IPO, the Managers may only be removed and replaced by the AS Persons then holding Units and (b) following the Company’s consummation of an IPO, any AS Nominee may only be removed and replaced by the AS Persons then holding Units or other equity securities of the Company.
