Resignation by the Manager Sample Clauses
The 'Resignation by the Manager' clause outlines the process and requirements for a manager to voluntarily step down from their position within an organization or entity. Typically, this clause specifies the notice period the manager must provide, any formal written communication required, and the obligations the manager must fulfill before their departure, such as assisting with the transition or returning company property. Its core practical function is to ensure an orderly and predictable transition of management responsibilities, minimizing disruption to the organization and clarifying the steps both parties must follow in the event of a manager's resignation.
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Resignation by the Manager. The Manager may resign at any time upon sixty (60) days’ prior written notice to the Company, which right shall not be contingent upon the finding of a replacement manager. However, if the Manager resigns, until the date on which the resignation becomes effective, the Manager shall, upon request of the Board of Directors, use reasonable efforts to assist the Board of Directors to find a replacement manager at no cost and expense to the Company.
Resignation by the Manager. (a) The Manager may resign from its appointment as Manager and terminate this Agreement upon 90 days’ written notice to the Company. If the Manager resigns pursuant to this Section 10.1(a), until the date on which the resignation becomes effective, the Manager will, upon request of the Board of Directors of the Company, use reasonable efforts to assist the Board of Directors of the Company to find replacement management.
(b) If there is a Delisting Event, then
(i) unless otherwise approved in writing by the Manager: (A) any proceeds from the sale, lease or exchange of the assets of the Company or any of its Subsidiaries, subsequent to the Delisting Event, in one or more transactions, which in aggregate exceeded 15% of the value of the Company (as calculated by multiplying the price per share of Company Common Units stated in clause (i) of the definition of Termination Fee by the aggregate number of Company Common Units issued and outstanding, other than those held in treasury, on the date of the Delisting Event) shall be reinvested in new assets of the Company (other than cash or cash equivalents) within six months of the date on which the aggregate proceeds from such transaction or transactions exceeded 15% of the value of the Company;
Resignation by the Manager. Neither EXLP nor any successor Manager may resign from its obligations and duties as the Manager hereunder, except upon a determination that the performance by EXLP or such successor Manager, as the case may be, of its duties under this Agreement is no longer permissible under Applicable Law, which determination shall be evidenced by an Opinion of Counsel, in form and substance reasonably satisfactory to the Requisite Global Majority, to such effect addressed and delivered to the Indenture Trustee (on behalf of the Noteholders, each Series Enhancer and the other Persons specified in the Indenture), the Issuer and each Series Enhancer. No such resignation will become effective until a Replacement Manager has assumed the obligations and duties of the Manager under this Agreement in accordance with the terms hereof.
Resignation by the Manager. (a) The Manager may resign from its appointment as Manager and terminate this Agreement upon 90 days' written notice to the Company. If the Manager resigns pursuant to this Section 10.1(a), until the date on which the resignation becomes effective, the Manager will, upon request of the Board of Directors of the Company, use reasonable efforts to assist the Board of Directors of the Company to find replacement management.
(b) If there is a Delisting Event , then
(i) (A) any proceeds from the sale, lease or exchange of assets of the Company or any of its Subsidiaries in excess of 15% of the Value of the Trust as calculated by multiplying the price stated in (i) in the definition of Termination Fee by the aggregate number of shares of Trust Stock issued and outstanding, other than treasury shares on the date of the Delisting Event shall be reinvested in new assets of the Company within six months of the related sale date without the prior written approval of the Manager;
Resignation by the Manager. Neither EI nor any successor Manager may resign from its obligations and duties as the Manager hereunder, except upon (a) an assignment pursuant to Section 2.5(b), or (b) a determination that the performance by EI or such successor Manager, as the case may be, of its duties under this Agreement is no longer permissible under Applicable Law, which determination shall be evidenced by an Opinion of Counsel, in form and substance reasonably satisfactory to the Requisite Global Majority, to such effect addressed and delivered to the Indenture Trustee (on behalf of the Noteholders, each Series Enhancer and the other Persons specified in the Indenture), the Issuer and each Series Enhancer. No such resignation under clause (b) of the preceding sentence will become effective until a Replacement Manager has assumed the obligations and duties of the Manager under this Agreement in accordance with the terms hereof.
Resignation by the Manager. (a) If (i) it becomes illegal for the Manager to serve as manager of the Trust as provided hereunder or under any other Transaction Document, or (ii) the CBFIs are removed from registration in the RNV (or any registry that succeeds it) or listing on the BMV (or any exchange that succeeds it) is cancelled, the Manager may, by giving written notice to the Trustee, resign from its appointment as manager of the Trust.
(b) In addition to the provisions of Clause 9.2(a), the Manager may, by giving to the Trustee not less than 6 (six) months written notice, resign from its appointment as manager of the Trust; provided, that the effective resignation date set forth in such written notice (the “Effective Resignation Date”) must be no earlier than the fifth anniversary of the Initial Settlement Date.
(c) Upon the Effective Resignation Date:
(i) the Manager shall cease being the manager of the Trust and shall not, nor shall any of its Affiliates, thereafter be obligated to fund any Investments or Trust Expense;
(ii) any replacement manager of the Trust shall be appointed as the manager of the Trust and the Trustee shall immediately amend the Trust Agreement without any further action, approval or vote of any Person, including any Holder, to reflect (x) the appointment of such replacement manager, (y) the resignation of the Manager as the manager of the Trust, and (z) the change of the name of the Trust and the Investment Trusts so that it does not include the word “Macquarie” or any variation thereof, including any name to which the name of the Trust or the Investment Trusts may have been changed to;
(iii) the resigned Manager shall be entitled to receive all Management Fees accrued up to and including the Effective Resignation Date in cash, which shall become immediately due and payable;
(iv) if the Manager resigns pursuant to Clause 9.2(a)(ii), for a period of 10 (ten) years as from the Effective Resignation Date (or such shorter period of time if the period ends on
1. In such case, the Manager, in its capacity as advisor, shall be entitled to an advisory fee calculated from the Effective Resignation Date in the same way as the Management Fees under Clauses 8.2 and 8.3 and, if the Trust is terminated prior to the expiry of the 10 (ten) year period referred to above, the Manager, in its capacity as advisor, shall also be entitled to a fee which shall be calculated in the same way as the Performance Fee under Clause 8.3 on the assumption that all Investments were dis...