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;
Appears in 3 contracts
Samples: Management Services Agreement, Management Services Agreement (Macquarie Infrastructure Holdings, LLC), Management Services Agreement (Macquarie Infrastructure Holdings, LLC)
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 LLC Interest stated in clause (i) of the definition of Termination Fee by the aggregate number of Company Common Units LLC Interests 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;
Appears in 3 contracts
Samples: Management Services Agreement (Macquarie Infrastructure CO LLC), Management Services Agreement (Macquarie Infrastructure CO LLC), Management Services Agreement (Macquarie Bank LTD)
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 Stock stated in clause (i) of the definition of Termination Fee by the aggregate number of shares of Company Common Units Stock 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;
Appears in 2 contracts
Samples: Management Services Agreement, Management Services Agreement (Macquarie Infrastructure Co LLC)
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 Trust (as calculated by multiplying the price per share of Company Common Units Trust Stock stated in clause (i) of the definition of Termination Fee by the aggregate number of Company Common Units shares of Trust Stock issued and outstanding, other than those held in treasurytreasury shares, 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 CompanyTrust;
Appears in 1 contract
Samples: Management Services Agreement (Macquarie Infrastructure Management (USA) INC)
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.
(ba) 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 Stock stated in clause (i) of the definition of Termination Fee by the aggregate number of shares of Company Common Units Stock 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;
Appears in 1 contract
Samples: Management Services Agreement (Macquarie Infrastructure Co LLC)
Resignation by the Manager. (ai) 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.
(ba) 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 LLC Interest stated in clause (i) of the definition of Termination Fee by the aggregate number of Company Common Units LLC Interests 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;
Appears in 1 contract
Samples: Management Services Agreement (Macquarie Infrastructure CO LLC)
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 Trust (as calculated by multiplying the price per share of Company Common Units Trust Stock stated in clause (i) of the definition of Termination Fee by the aggregate number of Company Common Units shares of Trust Stock issued and outstanding, other than those held in treasurytreasury shares, 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 CompanyTrust;
Appears in 1 contract
Samples: Management Services Agreement (Macquarie Infrastructure CO Trust)