Resignation as Manager Clause Samples

Resignation as Manager. (a) Insight may not resign as the Manager without the consent of holders of a majority of the outstanding Voting Interests and the consent of the Principals (except in the case of a Transfer of all of Insight's Membership Interest that is permitted by this Agreement, including a Transfer pursuant to Section 9.11, where the Assignee of Insight's Membership Interest has been admitted as a substitute Member in accordance with Section 9.3). If holders of a majority of the outstanding Voting Interests and the Principals consent to such resignation, the Company shall dissolve in accordance with the provisions of Section 10 unless, within ninety days after the resignation of Insight as the Manager, all the Members and the Principals elect to continue the business of the Company and agree to the appointment, effective as of the date of the resignation of Insight as the Manager, of one or more new Managers. (b) Any change in the identity of the Manager shall be subject to and conditioned upon receipt of all necessary governmental approvals and other material third-party consents. (c) Without limiting any other rights or remedies that the Company or Central may have at law or in equity, upon any resignation by Insight as the Manager in violation of this Agreement, then, notwithstanding any other provision of this Agreement to the contrary, no consent of Insight required under any provision of this Agreement shall any longer be required and Central shall be entitled to grant all such consents and take all actions relating to the Company and its business.