Board Deadlock. A Board deadlock (“Board Deadlock”) will be deemed to occur where a duly convened meeting of the Board fails to take affirmative action on a matter set out in:
Board Deadlock. In the event that the Directors become deadlocked or otherwise reach an impasse with respect to any aspect of the management or operation of the Company or the Company's assets, the Directors, by majority vote of the Directors then serving, shall select an unrelated third party to resolve the deadlock or other impasse, and the resolution of such unrelated third party shall be binding on the Directors and all of the Shareholders. To this end, the Shareholders agree to elect as Directors, as the case may be, only those individuals who are willing, if required, to implement the terms of this subparagraph 2.4. If the Directors shall be unable to agree upon such an unrelated third party to resolve a deadlock or impasse, any Director may petition the Common Pleas Court of Cuyahoga County, Ohio to make such an appointment.
Board Deadlock. If the board is deadlocked, the shareholder with the -------------- largest percentage of stock shall resolve the deadlock.
Board Deadlock. In the event that the Board (i) fails to reach agreement and resolve to take action on any matter requiring Board approval under Section 5.6 (other than those matters described in Section 11.1 and Section 11.2), and (ii) the failure to reach agreement and take action both materially impairs the operation of the Plant or the ability of Project Company to satisfy its obligations under the Transaction Documents and persists for more than six months, then either Shareholder may implement the resolution procedures set forth in this Section 11.3 upon written notice to the other Shareholder:
Board Deadlock. Subject to Section 2.08, if the Messica Media Group Directors and the Xxxxx/XxxXxxxxxx Group Directors are unable to agree on whether or not to take any of the actions set forth below, and the respective Tie Breaker votes in favor of effecting such action, then either of the Messica Media Group Stockholders, on the one hand, or the Xxxxx/MacFarlane Group Stockholders (each of the Messica Media Group Stockholders and the Xxxxx/XxxXxxxxxx Group Stockholder, a “Deadlock Stockholder Group”), on the other hand, shall be entitled to exercise the buy-sell rights set forth in this Agreement by delivering a Buy-Sell Exercise Notice (as defined herein).
Board Deadlock. If at any time WPP and IDM or their respective successors (the “Deadlocked Parties”) reach a Deadlock (as defined below), and the Deadlocked Parties fail to resolve the Deadlock within forty-five (45) days, then the following procedures will apply.
Board Deadlock. Subject to the delegation of management responsibilities under this Agreement and the Corporation's By-Laws, the Board of Directors shall be charged with the general management of the Corporation. In the case of an irreconcilable deadlock with respect to the approval of the Corporation's annual budget, the most recent approved budget shall remain in effect pending resolution of such deadlock. Non-Disclosure. Each of the Shareholders covenants and agrees that, subject to the following two sentences, it will not at any time disclose to anyone or use for any purpose whatsoever (except to the extent reasonable necessary for it to perform its duties for the Corporation, including obtaining distributors for Products and financing for the production of Products) any "confidential information", as such term is hereinafter qualified, concerning the business or affairs of the Corporation or its subsidiaries which it may have acquired in the course of or as incident to its being a Shareholder, and any of its designees being an officer or a director, of the Corporation, including, without limitation, business or trade secrets of the Corporation, or methods or techniques used by the Corporation in or about its business. For the purposes of this Section, confidential information shall not include information which was known to the public prior to the date of communication thereof by the Shareholder or which became known to the public thereafter other than through communications by a Shareholder. In addition, a Shareholder may disclose information of a kind which would be disclosable in a filing with a government agency in connection with a sale or offer of shares of Common Stock, but not information for which confidential treatment by the Commission might reasonably be requested.
Board Deadlock. In the event that any vote of the Board results in a Deadlock, except as otherwise expressly provided in this Agreement, such Deadlock shall be resolved pursuant to the dispute resolution procedures set forth in Article 22.
Board Deadlock
