Common use of Removal and Resignation Clause in Contracts

Removal and Resignation. Any officer may be removed, either with or without cause, by the Member or by any officer upon whom such power of removal may be conferred by the Member (subject, in each case, to the rights, if any, of an officer under any contract of employment). Any officer may resign at any time by giving written notice to the Member or to the Secretary of the Company, without prejudice, however, to the rights, if any, of the Company under any contract to which such officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Appears in 16 contracts

Samples: Operating Agreement (FIS Healthcare Holdings, LLC), Operating Agreement (FIS Healthcare Holdings, LLC), Operating Agreement (FIS Healthcare Holdings, LLC)

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Removal and Resignation. Any officer may be removed, either with or without cause, by the Member Board of Managers at any regular or by any special meeting of the Board of Managers, or, except in the case of an officer upon whom such power of removal may be conferred appointed by the Member Board of Managers, by the President (subject, in each case, to the rights, if any, of an officer under any contract of employment). Any officer may resign at any time by giving written notice to the Member Board of Managers or to the Secretary of President or to the CompanySecretary, without prejudice, however, to the rights, if any, of the Company under any contract to which such officer is a party. Any such resignation shall take effect at on the date of the Company’s receipt of such notice or at any later time specified therein; , and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Appears in 3 contracts

Samples: Operating Agreement (NGA Holdco, LLC), Operating Agreement (NGA Holdco, LLC), Operating Agreement (NGA Holdco, LLC)

Removal and Resignation. Any officer may be removed, either with or without cause, by a majority of the Member directors at the time in office, at any regular or special meeting of the board, or, except in the case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the Member (subject, in each case, to the rights, if any, board of an officer under any contract of employment)directors. Any officer may resign at any time by giving written notice to the Member board of directors or to the Secretary president or the secretary of the Company, without prejudice, however, to the rights, if any, of the Company under any contract to which such officer is a partycorporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Appears in 2 contracts

Samples: Investment Agreement (Sequans Communications), Investment Agreement (Sequans Communications)

Removal and Resignation. Any officer may be removed, either with or without cause, by the Member or Board at any time or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Member (subject, in each case, Board. Any such removal shall be without prejudice to the rights, if any, of an the officer under any contract of employment)employment of the officer. Any officer may resign at any time by giving written notice to the Member or to the Secretary of the Companycorporation, but without prejudice, however, prejudice to the rights, if any, of the Company corporation under any contract to which such the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Nextgen Healthcare, Inc.), Registration Rights Agreement (Photogen Technologies Inc)

Removal and Resignation. Any officer may be removed, either with or ----------------------- without cause, by the Member or by Board at any officer upon whom time. Any such power of removal may shall be conferred by the Member (subject, in each case, without prejudice to the rights, if any, of an the officer under any contract of employment)employment of the officer. Any officer may resign at any time by giving written notice to the Member or to the Secretary of the Companycorporation, but without prejudice, however, prejudice to the rights, if any, of the Company corporation under any contract to which such the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Appears in 2 contracts

Samples: Exchange Agreement (Entravision Communications Corp), Subordinated Note Purchase and Option Agreement (Entravision Communications Corp)

Removal and Resignation. Any officer may be removed, either with or without cause, by the Member or by any officer upon whom such power of removal may be he conferred by the Member (subject, in each case, to the rights, if any, of an officer under any contract of employment). Any officer may resign at any time by giving written notice to the Member or to the Secretary of the Company, without prejudice, however, to the rights, if any, of the Company under any contract to which such officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Appears in 1 contract

Samples: Operating Agreement (FIS Healthcare Holdings, LLC)

Removal and Resignation. Any officer Officer may be removed, either with or without cause, by the Member Manager, or, except in case of an Officer appointed by the Manager, by the President or by any officer Chief Executive Officer, if any, upon whom such power of removal may be conferred by the Member (subject, in each case, to the rights, if any, of an officer under any contract of employment)Manager. Any officer Officer may resign at any time by giving written notice to the Member Manager, the President, the Chief Executive Officer or to the Secretary of the Company, without prejudice, however, to the rights, if any, of the Company under any contract to which such officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Textura Corp)

Removal and Resignation. Any officer may be removed, either with or without cause, by the Member Board, at any regular or special meeting thereof, or by any officer upon whom such power of removal may be conferred by the Member Board (subjectwithout prejudice, in each casehowever, to the rights, if any, of an officer under any contract of employmentemployment with the corporation). Any officer may resign at any time by giving written notice to the Member Board or to the president or to the Secretary of the Companycorporation, without prejudice, however, to the rights, if any, of the Company corporation under any contract to which such officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Broadway Financial Corp \De\)

Removal and Resignation. Any officer may be removed, either with or without cause, by a majority of the Member directors at the time in office, at any regular or special meeting of the Board, or, except in case of any officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Member (subject, in each case, to the rights, if any, Board of an officer under any contract of employment)Directors. Any officer may resign at any time by giving written notice to the Member Board of Directors or to the President, or to the Secretary of the Company, without prejudice, however, to the rights, if any, of the Company under any contract to which such officer is a partycorporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Appears in 1 contract

Samples: Securities Purchase Agreement (Easyriders Inc)

Removal and Resignation. Any officer may be removed, either with or without cause, by the Member Member, at any regular or special meeting thereof, or by any officer upon whom such power of removal may be conferred by the Member (subject, in each case, to the rights, if any, of an officer under any contract of employment). Any officer may resign at any time by giving written notice to the Member or to the Secretary of the Company, without prejudice, however, to the rights, if any, of the Company under any contract to which such officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Appears in 1 contract

Samples: Operating Agreement (Aeroways, LLC)

Removal and Resignation. Any officer may be removed, either with or without cause, by a majority of the Member Directors at the time in office, at any regular or special meeting of the Board, or, except in case of an officer elected by any the Board of Directors, by an officer upon whom such power of removal may be conferred by the Member (subject, in each case, to the rights, if any, Board of an officer under any contract of employment)Directors. Any officer may resign at any time by giving written notice to the Member or to the Secretary of the Company, without prejudice, however, to the rights, if any, of the Company under any contract to which such officer is a partycorporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, 153 unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Appears in 1 contract

Samples: Loan and Security Agreement (Halozyme Therapeutics Inc)

Removal and Resignation. Any officer may be removed, either with or without cause, by the Member Managers or by any officer upon whom such power of removal may be conferred by the Member Managers (subject, in each case, to the rights, if any, of an officer under any contract of employment). Any officer may resign at any time by giving written notice to the Member a Manager or to the Secretary of the Company, without prejudice, however, to the rights, if any, of the Company under any contract to which such officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Appears in 1 contract

Samples: Operating Agreement (Black Knight InfoServ, LLC)

Removal and Resignation. Any officer may be removed, either with or without cause, by the Member Board at any time or by any officer upon whom such power of removal may be conferred by the Member (subject, in each case, Board. Any such removal shall be without prejudice to the rights, if any, of an the officer under any contract of employment)employment of the officer. Any officer may resign at any time by giving written notice to the Member or to the Secretary of the Company, but without prejudice, however, prejudice to the rights, if any, of the Company under any contract of employment to which such the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Edison Mission Energy)

Removal and Resignation. Any officer may be removed, either with or without cause, by the Member Board, at any regular or special meeting thereof, or by any officer upon whom such power of removal may be conferred by the Member Board (subjectwithout prejudice, in each casehowever, to the rights, if any, of an officer under any contract of employmentemployment with the corporation). Any officer may resign at any time by giving written notice to the Member Board or to the President or to the Secretary of the Companycorporation, without prejudice, however, to the rights, if any, of the Company corporation under any contract to which such officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Appears in 1 contract

Samples: Employment Agreement (Centrue Financial Corp)

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Removal and Resignation. Any officer may be removed, either with or without cause, by the Managing Member or by at any officer upon whom such power of removal may be conferred by the Member time (subject, in each case, to the rights, if any, of an officer under any contract of employment). Any officer may resign at any time by giving written notice to the Member or to the Secretary of the CompanyManaging Member, without prejudice, however, to the rights, if any, of the Company under any contract to which such officer is a party. Any such resignation shall take effect at on the date of the Managing Member's receipt of such notice or at any later time specified therein; , and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Appears in 1 contract

Samples: Operating Agreement (Peninsula Gaming Corp)

Removal and Resignation. Any officer may be removed, either with or without cause, by the Member or Board at any time or, except in the case of an officer chosen by any the Board, by an officer upon whom such power of removal may be conferred by the Member (subject, in each case, Board. Any such removal shall be without prejudice to the rights, if any, of an the officer under any contract of employment)employment of the officer. Any officer may resign at any time by giving written notice to the Member or to the Secretary of the Companycorporation, but without prejudice, however, prejudice to the rights, if any, of the Company corporation under any contract to which such the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Appears in 1 contract

Samples: Credit Agreement (American States Water Co)

Removal and Resignation. Any officer may be removed, either with or without cause, by the Member Members, at any regular or special meeting thereof, or, by any officer upon whom such power of removal may be conferred by the Member Members (subject, in each case, to the rights, if any, of an officer under any contract of employment). Any officer may resign at any time by giving written notice to the Member Members or to the Secretary president or secretary of the Company, without prejudice, however, to the rights, if any, of the Company under any contract to which such officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Appears in 1 contract

Samples: Operating Agreement (G&l Realty Corp)

Removal and Resignation. Any officer may be removed, either with or without cause, by the Member or Board of Directors at any time or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Member (subject, in each case, Board. Any such removal shall be without prejudice to the rights, if any, of an the officer under any contract of employment). Any officer may resign at any time by giving written notice to the Member or to the Secretary of the CompanyCorporation, but without prejudice, however, prejudice to the rights, if any, of the Company Corporation under any contract to which such the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization and Merger (Steven Myers & Associates Inc)

Removal and Resignation. Any officer may be removed, either with or without cause, by the Member Management Committee, at any regular or special meeting thereof, or by any officer upon whom such power of removal may be conferred by the Member Management Committee (subject, in each case, to the rights, if any, of an officer under any contract of employment). Any officer may resign at any time by giving written notice to the Member Management Committee or to the Chief Executive Officer or the President or Secretary of the Company, without prejudice, however, to the rights, if any, of the Company under any contract to which such officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Appears in 1 contract

Samples: Operating Agreement (Cherokee International Finance Inc)

Removal and Resignation. Any officer may be removed, either with or without cause, by the Member Board, at any regular or special meeting thereof, or by any officer upon whom such power of removal may be conferred by the Member Board (subject, in each case, to the rights, if any, of an officer under any contract of employment). Any officer may resign at any time by giving written notice to the Member Board or to the Chief Executive Officer or the President or Secretary of the Company, without prejudice, however, to the rights, if any, of the Company under any contract to which such officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Appears in 1 contract

Samples: Operating Agreement (Pacific Entertainment Corp)

Removal and Resignation. Any officer may be removed, either with or without cause, by the Member Executive Officers at any regular or by any officer upon whom such power special meeting of removal may be conferred by the Member Executive Officers (subject, in each case, to the rights, if any, of an officer under any contract of employment). Any officer may resign at any time by giving written notice Notice to the Member Executive Officers, to the Chief Executive Officer or to the Secretary of the CompanySecretary, without prejudice, however, to the rights, if any, of the Company under any contract of employment to which such officer is a party. Any such resignation shall take effect at on the date of the Company’s receipt of such notice Notice or at any later time specified therein; , and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Appears in 1 contract

Samples: Operating Agreement (American Pacific Corp)

Removal and Resignation. Any officer may be removed, either with or without cause, by the Member Manager, at any regular or special meeting thereof, or by any officer upon whom such power of removal may be conferred by the Member Manager (subject, in each case, to the rights, if any, of an officer under any contract of employment). Any officer may resign at any time by giving written notice to the Member Manager or to the Secretary of the Company, without prejudice, however, to the rights, if any, of the Company under any contract to which such officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Appears in 1 contract

Samples: Operating Agreement (WD Media, LLC)

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