Resignation; Removal Clause Samples
The resignation-removal clause outlines the procedures and conditions under which an individual, such as a director, officer, or employee, may voluntarily resign from their position or be removed by the organization. Typically, this clause specifies the notice requirements for resignation, the authority responsible for approving or effectuating removals, and any circumstances that may trigger automatic removal, such as misconduct or incapacity. Its core practical function is to provide a clear and orderly process for changes in personnel, thereby minimizing disruption and ensuring organizational stability.
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Resignation; Removal. Any Officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Company Board. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Any Officer may be removed as such, either with or without cause, at any time by the Company Board. Designation of an Officer shall not of itself create any contractual or employment rights.
Resignation; Removal. Any Officer (subject to any contract rights available to the LLC, if applicable) may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Manager. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Any Officer may be removed as such, either with or without cause, by the Manager in its discretion at any time; provided, however, that such removal shall be without prejudice to the contract rights, if any, of the individual so removed. Designation of an Officer shall not of itself create contract rights. Any vacancy occurring in any office of the LLC may be filled by the Manager.
Resignation; Removal. (a) The Escrow Agent may resign as escrow agent under this Agreement and thereby become discharged from the obligations hereby created at any time upon notice in writing given to Technest, Genex and the Seller. Such resignation shall be effective as of the date set forth in such notice. Thereafter, Escrow Agent shall have no further obligation hereunder except to hold the Escrow Shares pending delivery to the successor escrow agent in accordance with SECTION 3.1(C) or the clerk of a court in accordance with SECTION 3.1(D).
(b) The Escrow Agent may be removed at any time by an instrument in writing delivered to the Escrow Agent and signed by Technest Genex and the Seller. Thereafter, Escrow Agent shall have no further obligation hereunder except to hold the Escrow Shares pending delivery to the successor escrow agent in accordance with SECTION 3.1(C) or the clerk of a court in accordance with SECTION 3.1(D).
(c) If at any time hereafter the Escrow Agent shall give notice of its resignation pursuant to SECTION 3.1(A) hereof, shall be removed pursuant to SECTION 3.1(B) hereof, or shall be dissolved or otherwise become incapable of acting, or the position of the Escrow Agent shall become vacant for any other reason, Technest, Genex and the Seller agree that they will jointly and promptly appoint a successor escrow agent. Upon such appointment such successor shall execute, acknowledge and deliver to its predecessor, and also to Technest, Genex and the Seller an instrument in writing accepting such appointment hereunder and agreeing to be bound by the terms and provisions of this Agreement. Thereupon such successor Escrow Agent, without any further act, shall become fully vested with all the rights, immunities, and powers, and shall be subject to all of the duties and obligations of its predecessor and such predecessor Escrow Agent shall promptly deliver the Escrow Shares to such successor.
(d) In the event that a successor Escrow Agent has not been appointed within 30 days of the date of any such resignation, removal, dissolution, incapacity or vacancy, the Escrow Agent's sole responsibility shall thereafter be to hold the Escrow Shares until the earlier of its receipt of designation of a successor Escrow Agent, a joint written instruction by Technest, Genex and the Seller, or termination of this Agreement in accordance with its terms.
(e) In the event the Escrow Agent is merged or consolidated with any other entity, and as a result thereof the Escrow Agent cea...
Resignation; Removal. The Agent may resign at any time by giving thirty (30) calendar days’ prior written notice thereof to the Lenders and the Borrower. The Agent may be removed as Agent by all of the Lenders (other than the Lender then acting as Agent) and the Borrower upon 30 days’ prior written notice if the Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the course of performing its duties hereunder or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment. Upon any such resignation or removal, the Required Lenders, subject to the terms of §18.1, shall have the right to appoint as a successor Agent any Lender or any bank whose senior debt obligations are rated not less than “A2” or its equivalent by ▇▇▇▇▇’▇ or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. If no successor Agent shall have been appointed and shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “A2” or its equivalent by ▇▇▇▇▇’▇ or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. Upon the acceptance of any appointment as Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder as Agent. After any retiring Agent’s resignation or its removal, the provisions of this Agreement and the other L...
Resignation; Removal. Any director may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directors.
Resignation; Removal. The Trustee may resign at any time by written notice to the Company, which shall be effective 60 days after receipt of such notice unless the Company and the Trustee agree otherwise. Prior to a Change in Control, the Trustee may be removed by the Company on 60 days notice or upon shorter notice accepted by the Trustee. After a Change in Control, the Trustee may be removed by a majority vote of the Participants, and if a Participant is dead, his or her Beneficiaries (who collectively shall have one vote among them and shall vote in place of such deceased Participant), on 60 days notice or upon shorter notice accepted by the Trustee.
Resignation; Removal. The Manager may resign at any time by giving written notice to the Members. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Members, and the acceptance of the resignation shall not be necessary to make it effective. The Manager may be removed at any time by the Corporation.
Resignation; Removal. The Collateral Agent may resign at any time by giving 90 days prior written notice thereof to the Lenders and the Company. The Collateral Agent also agrees to resign within 90 days after written notice by the Company requesting the resignation of the Collateral Agent provided that no Default has occurred and is continuing at the time of such request. In addition, in the event the Collateral Agent fails to perform its obligations under this Security Agreement in any material manner and fails to correct its performance within 30 days of receipt of written notice of such failure given by the Credit Agent at the request of not less than the Required Lenders, then the Collateral Agent may be removed upon 30 days written notice given by the Credit Agent at the direction of not less than the Required Lenders. Upon any such resignation or removal: (i) so long as there has not occurred and is continuing a Default, the Company shall appoint (which appointment shall be subject to the approval of the Required Lenders, such approval not to be unreasonably withheld or delayed), a successor agent for such Collateral Agent, and (ii) following the occurrence and during the continuance of a Default, the Required Lenders shall appoint a successor agent for such Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the appointment and acceptance of a successor Collateral Agent, the Collateral shall be transferred to the new Collateral Agent within 30 days after such acceptance. If the Company and/or the Required Lenders, as applicable, are unable to agree on the appointment of a successor agent by a date 10 days prior to the effective date of such resignation or removal, the retiring Collateral Agent shall appoint a successor Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of a successor Collateral Agent and the successor's acceptance of such appointment, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Security Agreement; provided, however, that the retiring Collateral Agent shall not be discharged from any liability as a result of its or its directors', officers', a...
Resignation; Removal. Any Manager appointed pursuant to Section 7(a) hereof may resign at any time upon written notice to the Member. The Member shall appoint a replacement Manager to fill any vacancy.
Resignation; Removal. The Sole Member may remove a Manager, with or without cause, at any time. Additionally, each Manager may resign at any time.