Replacement of the Manager Sample Clauses

Replacement of the Manager. In the event that Xxxxxxx is no longer the CEO, Executive Chairman or otherwise employed by or a director of any Jagged Peak Employer, the Board of Directors of PubCo, with the approval of Quantum, shall select a replacement Manager.
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Replacement of the Manager. The Members may not remove the Person designated as the Manager without such Person’s prior written consent. In the event the Manager resigns, the holders of a majority of the outstanding Units may select a replacement Manager.
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Replacement of the Manager. The Manager may not resign from -------------------------- its obligations and duties as the Manager, nor may the Manager be terminated in whole or in part, unless a successor Manager ("Successor Manager") has been appointed by the Company with the approval of the Owner Trustees, the Owner Participants and the Indenture Trustees, and such Successor Manager has accepted such appointment and, the Company has received written confirmation from the Rating Agencies that, after giving effect to the selection of the Successor Manager, no lowering or withdrawal of the then current ratings on the Certificates will occur. Any Successor Manager shall be a nationally known corporation incorporated in the United States which is engaged in the railcar leasing or management business, be capable of performing the services under the Agreement and have a net worth in excess of $50,000,000. Any Successor Manager, however appointed, shall execute and deliver to the Company and to the predecessor Manager an instrument accepting such appointment, including customary confidentiality provisions in favor of the predecessor Manager and the Company, and thereupon such Successor Manager, without further act, shall become vested with all the rights, powers, duties and trusts of the predecessor Manager hereunder with like effect as if originally named the Manager herein.
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Replacement of the Manager. In the event the Manager is removed, retires, withdraws, or otherwise ceases to be a Manager, the Company will be governed by its Members unless a new Manager, who agrees to act as such, is appointed by written consent upon a Majority Vote of the Members. Any Member may request a meeting at which such vote may be taken, and will provide notice of that meeting to all Members not less than twenty days prior to the date set for such meeting. At such meeting, the Members may elect a successor Manager. The successor Manager will be governed by the terms and provisions of this Agreement and such successor Manager will agree, in writing, to be bound by and to accept all rights, duties, privileges, and obligations set forth herein as appertaining to the Manager.
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Replacement of the Manager. At any time, the Manager or the Parent may designate the Parent or any Controlled Entity of the Parent to replace the incumbent Manager as manager of the Company. The Person so designated to become a successor Manager shall be admitted to the Company as the Manager, effective immediately upon the successor Manager executing and delivering to the Company a counterpart signature page to this Agreement or other written evidence of such successor Manager’s acceptance of all of the terms and conditions of this Agreement. Upon any such admission of any such successor Manager in accordance with this Section 7.10, (a) the predecessor Manager shall be relieved of its obligations under this Agreement and shall cease to be a manager of the Company without any separate Consent of any Members or the consent or approval of any Member, and (b) the successor Manager shall promptly notify the Members in writing of such replacement. Any such successor shall carry on the business of the Company without dissolution. If the Manager resigns from the Company in violation of this Agreement, or otherwise dissolves or terminates or ceases to be the manager of the Company, and the Parent does not replace the Manager within thirty (30) days, then the Parent shall cause the Company to promptly notify the Members in writing of the same, and Members holding a majority of the outstanding Class A Units may select a successor Manager.
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Replacement of the Manager. 3.6.1 Upon the occurrence of a Manager Default, Southern Highlands shall have the unilateral right to remove Chris Homes and any successor Stuhmer-Controlled Manager by notice tx Xxxhmer and the Manager. Sucx xxxxxal shall be effective on the date xxxxxxied in such notice, not to be earlier than forty-five (45) days following the date of such notice and not before the time has expired to cure such Manager Default, as specified by this Agreement. Upon receipt of such notice of removal by Southern Highlands, Stuhmer shall have fifteen (15) days within which to irrevocably elexx xx xppoint a new Stuhmer-Controlled Manager, which Stuhmer-Controlled Manager shall bx xxxxxred to assume the obligatioxx xx xuccessor Manager not later than the expiration of the foregoing 45 day period. If Stuhmer fails or refuses for any reason to appoint a successor Stuhmxx-Xxxxrolled Manager within the time allowed, Southern Highlanxx xxxxl be authorized to unilaterally appoint a successor Manager. The only qualification for any successor Manager appointed by Southern Highlands is that such successor Manager must be approved by the Lender.
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Related to Replacement of the Manager

  • 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.

  • Appointment of the Manager The Trust is engaged in the business of investing and reinvesting its assets in securities of the type and in accordance with the limitations specified in its Declaration of Trust, as amended and supplemented from time to time, By-Laws (if any) and Registration Statement filed with the Securities and Exchange Commission (the "Commission") under the 1940 Act and the Securities Act of 1933 (the "Securities Act"), including any representations made in the prospectus and statement of additional information relating to the Funds contained therein and as may be amended or supplemented from time to time, all in such manner and to such extent as may from time to time be authorized by the Trust's Board of Trustees (the "Board"). The Board is authorized to issue any unissued shares in any number of additional classes or series. The investment authority granted to the Manager shall include the authority to exercise whatever powers the Trust may possess with respect to any of its assets held by the Funds, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer, and participate in class actions and other legal proceedings on behalf of the Funds. The Trust hereby appoints the Manager, subject to the direction and control of the Board, to manage the investment and reinvestment of the assets in the Funds and, without limiting the generality of the foregoing, to provide the other services specified in Section 2 hereof. The Trust hereby appoints the Manger to provide the Fundlevel duties and services as set forth in Section 2(b) hereof, for the compensation and on the terms herein provided, and the Manager hereby accepts such appointment. Each new investment portfolio established in the future by the Trust shall automatically become a "Fund" for all purposes hereunder as if it were listed on Schedule A, absent written notification to the contrary by either the Trust or the Manager.

  • Activities of the Manager The services of the Manager to the Fund hereunder are not to be deemed exclusive, and the Manager and any of its affiliates shall be free to render similar services to others. Subject to and in accordance with the Agreement and Declaration of Trust and By-Laws of the Trust and Section 10(a) of the 1940 Act, it is understood that trustees, officers, agents and shareholders of the Trust are or may be interested in the Manager or its affiliates as directors, officers, agents or stockholders; that directors, officers, agents or stockholders of the Manager or its affiliates are or may be interested in the Trust as trustees, officers, agents, shareholders or otherwise; that the Manager or its affiliates may be interested in the Fund as shareholders or otherwise; and that the effect of any such interests shall be governed by said Agreement and Declaration of Trust, By-Laws and the 1940 Act.

  • Status of the Manager The services of the Manager to the Fund, or with respect to the Portfolio, are not to be deemed exclusive, and the Manager shall be free to render similar services to others, as long as its services to the Fund or to the Portfolio are not impaired thereby. The Manager shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way, or otherwise be deemed an agent of the Fund.

  • Services of the Manager The Manager represents and warrants that it is registered as an investment adviser under the Investment Advisers Act of 1940 and will maintain such registration for so long as required by applicable law. Subject to the general supervision of the Board of Directors of the Fund, the Manager shall provide the following advisory, management, and other services with respect to the Series:

  • Duties of the Manager (a) The Manager shall, subject to the direction and control of the Trust’s Board of Trustees (i) (except to the extent an investment subadviser (each, a “Subadviser”), as defined below, has been retained in respect of some or all of the assets of the Fund) furnish continuously an investment program for the Fund and make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities; and (ii) provide reports on the foregoing to the Board of Trustees at each Board meeting.

  • Expenses of the Manager The Manager shall be responsible for the following expenses:

  • Employment of the Manager The Trust hereby employs the Manager to manage the investment and reinvestment of the Fund’s assets, to administer its affairs, and to provide or procure, as applicable, the administrative and other services described in Section 2.C. of this Agreement, as may be supplemented from time to time, subject to the direction of the Board of Trustees and the officers of the Trust, for the period and on the terms hereinafter set forth. The Manager hereby accepts such employment and agrees during such period to render the services and to assume the obligations herein set forth for the compensation herein provided. The Manager shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent the Fund or the Trust in any way or otherwise be deemed an agent of the Fund or the Trust.

  • Compensation of the Manager For the services to be rendered by the Manager as provided in this Agreement, the Fund shall pay to the Manager a fee computed on the aggregate net asset value of the Portfolio as of the close of each business day and payable monthly at the annual rate of 0.20%. In the event that this Agreement is terminated at other than a month-end, the fee for such month shall be prorated, as applicable.

  • Powers of the Manager (a) The Manager shall have no power to enter into any contract or subject the Company or the Managed Subsidiaries to any obligation, such power to be the sole right and obligation of the Company, acting through its Board of Directors and/or Company Officers, or of the applicable Managed Subsidiary, acting through its Board of Directors and/or officers.

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