Removal of the Manager. The Manager may be removed as Manager under this Agreement by the vote or written consent of Members holding not less than 80% of the total number of votes eligible to be cast by all Members.
Removal of the Manager. (a) The Manager’s appointment and this Agreement may be terminated upon notice of the Board of Directors of the Company only if:
Removal of the Manager. The Manager may be removed by the Company at any time upon sixty (60) days’ prior written notice to the Manager, which right shall not be contingent upon the finding of a replacement manager.
Removal of the Manager. Upon at least 60 days written notice to the Manager and all Investors in this Fund, the Manager may be required to withdraw as manager of this Fund by a vote of Investors owning not less than 50% of the Units of this Fund. Any such removal shall be effective as of the end of the calendar quarter in which such vote occurs.
Removal of the Manager. Economic Members of the Company acting by way of a Super Majority Vote may elect to remove the Manager at any time if the Manager is found by a non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with a Series or the Company and which has a material adverse effect the Company. The Manager shall call a meeting of all of the Economic Members of the Company within thirty (30) calendar days of such final non-appealable judgment of a court of competent jurisdiction, at which the Economic Members may (i) by Super Majority Vote, remove the Manager of the Company and each relevant Series in accordance with this ARTICLE X and (ii) if the Manager is so removed, by a plurality, appoint a replacement Manager or the liquidation and dissolution and termination the Company and each of the Series in accordance with ARTICLE XI. If the Manager fails to call a meeting as required by this Article X, then any Economic Member shall have the ability to demand a list of all Record Holders of the Company pursuant to Section 8.1(b) and to call a meeting at which such a vote shall be taken. In the event of its removal, the Manager shall be entitled to receive all amounts that have accrued and are then currently due and payable to it pursuant to this Agreement but shall forfeit its right to any future distributions. Prior to its admission as a Manager of any Series, any replacement Manager shall acquire the Interests held by the departing Manager in such Series for fair market value and in cash immediately payable on the Transfer of such Interests. For the avoidance of doubt, if the Manager is removed as Manager of the Company it shall also cease to be Manager of each of the Series.
Removal of the Manager. The Manager’s status as the Manager of the Company may not be terminated, nor may the Manager be removed as Manager, except by the unanimous approval of the Members. Each Member’s approval shall be required notwithstanding that such Member has a relationship with the Manager including, without limitation, as a stockholder, director or officer of the Manager. Each Member shall be entitled to withhold its approval in its sole and absolute discretion and shall not be liable to any other Member for failing to give its approval under any circumstances or under any legal theory.
Removal of the Manager. The Manager shall automatically be removed if the Manager is removed as the general partner of the MLP pursuant to Section 11.2 of the MLP Agreement. Such removal shall be effective concurrently with the effectiveness of the removal of the Manager as the general partner of the MLP pursuant to the terms of the MLP Agreement. The Manager may also be removed by Members owning a Supermajority of the Voting Interests.
Removal of the Manager. (A) Removal as a Result of Change in Ownership. In the event that XXXX is no longer entitled to serve as the Manager as provided by Section 5.07(b)(i) hereof, NHI shall have the right to remove XXXX as Manager by delivering written notice (the “Removal Notice”) to XXXX at any time within thirty (30) days after XXXX ceases to be entitled to serve as the Manager. The Removal Notice shall specify the effective date of removal of XXXX as Manager which effective date may not be earlier than ten (10) days after the date of the Removal Notice. Upon the effective date of removal of a Person as Manager pursuant to this Section 5.07(b)(iii)(A), such Person shall automatically be removed as the Manager, and in the event that NHI meets the requirements to serve as the Manager as provided in Section 5.07(b)(i), XXXX shall be replaced in that capacity by NHI. If NHI does not meet the requirements set forth above to serve as the Manager or declines to serve as the Manager, then the Manager shall be chosen by a majority vote of the Qualifying Members.
Removal of the Manager. In the event that the Member not Affiliated with the Manager (the "Removing Member") believes that an occurrence of "Cause" as defined in Section 8.10(c) has taken place, Removing Member shall deliver written notice thereof to Manager, together with reasonable backup documentation specifying the nature of the Cause (the "Cause Notice"). Manager shall have a period of time (not to exceed thirty (30) days unless expressly set forth otherwise herein) after receipt of the Cause Notice, to cure the alleged cause. In the event Manager fails to cure such cause, Manger may, after expiration of the cure period set forth above, on written notice delivered to Removing Member within ten (10) days after the end of such cure period, submit such dispute to arbitration, in which event such dispute shall be finally resolved by binding expedited arbitration, conducted in New York, New York, by three (3) arbitrators applying Delaware law, and shall otherwise be conducted in accordance with the National Rules of the American Arbitration Association governing real estate disputes; provided that only the Cause events set forth in clauses (i) (unless the alleged fraud was theft from the Company or its Subsidiaries or the Manager or its principals have been charged or indicted for a criminal act), (ii) and (iii) in Section 8.10(c) hereof are subject to the foregoing arbitration. In agreeing to arbitrate any such dispute, Manager and Removing Member agree, recognize and understand that they are mutually waiving their right to a jury trial and that their decision to do so is voluntary and with full knowledge of all pre-existing and future rights and entitlements as may otherwise be provided by law. In any such arbitration, Manager and Removing Member agree that the costs and fees of the arbitrators shall be paid by the non-prevailing party within ten (10) days after such determination. If a Cause has been finally determined to have occurred then Removing Member shall be entitled to proceed as provided in Section 8.10(a) below. Notwithstanding anything to the contrary contained herein, if Removing Member delivers a Cause Notice in bad faith, as determined by binding arbitration as set forth above, then Removing Member shall no longer have the right to deliver a subsequent Cause Notice.
