Withdrawal or Removal and Replacement of Administrator. The Administrator may withdraw for any reason upon notice to the Initial Member, provided that such withdrawal shall be effective only following a Sale of the Series Artwork as to each Series then existing and distribution of the proceeds. The Administrator may be removed and replaced at any time for any reason with or without approval of the Board upon the affirmative vote of Voting Members holdings at least two-thirds of all of the Voting Shares of all of the Series then existing, all voting as one group and one class. In the event of any such withdrawal or removal and replacement of the Administrator, any unvested SPC Preferred Shares shall be forfeited as of the effective date of such withdrawal or removal and Class A Ordinary Shares that would have been issuable upon vesting and exchange of such SPC Preferred Shares shall no longer be issuable pursuant to this Agreement.
Appears in 5 contracts
Samples: Limited Liability Company Operating Agreement (Masterworks Vault 3, LLC), Limited Liability Company Operating Agreement (Masterworks Vault 2, LLC), Limited Liability Company Operating Agreement (Masterworks Vault 1, LLC)