Board Deadlocks Sample Clauses

Board Deadlocks. (i) In the event that the Board fails to consent to or reject any matter requiring the consent of the Board (a “Board Deadlock”), each Electing Member will meet, either in person or telephonically, and attempt to resolve the Board Deadlock. If such Persons fail to resolve the Board Deadlock within 21 days following the date that the Board fails to consent to or reject the matter subject to the Board Deadlock (the “Deadlock Resolution Period”), the Board Deadlock will be referred to a non-binding mediation process. Each Electing Member will ensure that appropriately senior representatives with the authority to settle the Board Deadlock participate in the mediation process and that the relevant senior representatives will, in good faith, seek to resolve the Board Deadlock. The Electing Members will agree upon the identity of a mediator within ten days of the end of the Deadlock Resolution Period. Failing agreement within such period, a mediator with substantial knowledge of and experience with the oil and gas midstream services industry will be appointed by the American Arbitration Association (“AAA”), and the mediation will be conducted under the AAA Rules and Procedures, provided that the AAA shall appoint a replacement mediator only if it determines that the party objecting to the appointment of the original mediator appointed by the AAA has reasonable grounds for doing so. In either case:
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Board Deadlocks. If any matter or proposal requiring Unanimous Consent for approval thereof with regard to the Company is brought before the Board and is not approved (a “Deadlock”), then any Board Member, by giving written notice containing a brief description of the nature of the dispute and the position of the Board Member providing such notice to the other Board Members, may declare an impasse to be further negotiated. Within 10 Business Days after receipt of a notice of an impasse notice, the chief executive officer or president of each Parent, or such Person’s designee (each, an “Executive Officer”) of the Members shall meet in a good faith effort to reach accords that will end the impasse regarding the Deadlock. Unless otherwise agreed following such meetings, the matter that is the subject of the Deadlock shall be deemed disapproved and any action contemplated thereby shall not be taken. ****TEXT OMITTED AND FILED SEPARATELY CONFIDENTIAL TREATMENT REQUESTED BY XXXXXXXX CORPORATION UNDER 17C.F.R. SECTION 200.80(B)(4), 200.83 AND 240.24b-2
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Board Deadlocks. (a) If the Board has not unanimously agreed on an action (including a Proposed Budget) that requires Unanimous Board Approval when properly submitted to it for a vote (a “Business Dispute”), then the Managers will consult and negotiate with each other in good faith to find a solution that would be approved by the Board. If the Managers do not reach such a solution within ten (10) Business Days from the date the disagreement occurred, then either of Gulfport or Rice may give notice to the other Member that the Board’s failure to approve such action will, in such Member’s good faith judgment, materially and adversely affect the Company (a “Business Dispute Notice”).
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Related to Board Deadlocks

  • Deadlock Unless otherwise expressly set forth herein, in the event the Members are unable to reach agreement on or make a decision with respect to any matter on which the Members are entitled to vote, the matter shall be subject to the Internal Dispute Resolution Procedure described in Article 13 hereof.

  • Board Determination The Board of Directors of Pubco has unanimously determined that the terms of the Exchange are fair to and in the best interests of Pubco and its shareholders.

  • Notice of Change in Board of Directors With reasonable promptness, written notice of any change in the board of directors (or similar governing body) of Holdings or Company;

  • Board Determinations In the event that any question or controversy shall arise with respect to the nature, scope or extent of any one or more rights conferred by the Option, or any provision of this Agreement, the good faith determination by the Board of the rights of the Optionee shall be conclusive, final and binding upon the Optionee and upon any other person who shall assert any right pursuant to this Option.

  • Superior Proposal Section 5.4(b)........................................37

  • Prior to a Change in Control If the Final Measurement Date occurs prior to a Change in Control, the Award will be settled in shares of Tyson Class A common stock no later than sixty (60) days after the Final Measurement Date; provided, however, that if the 60-day period for execution and non-revocation of a Release pursuant to Section 3.3 above will span two (2) calendar years, then the settlement of the Award will occur as soon as practicable after, but no earlier than, the first (1st) day of the second (2nd) calendar year.

  • Number of Arbitrators The arbitration shall be conducted by three arbitrators, unless all parties to the Dispute agree to a sole arbitrator within thirty (30) Days after the filing of the arbitration. For greater certainty, for purposes of this Article 18.2(C), the filing of the arbitration means the date on which the claimant's request for arbitration is received by the other parties to the Dispute.

  • Change in Board of Directors Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date hereof or whose election for nomination for election was previously so approved (collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;

  • Nominating Committee Subject to the provisions of Article X, the Nominating Committee shall consist of such number of Directors (none of whom shall be an employee of the Corporation) as may be determined from time to time by the Board. Subject to the provisions of Article X, the Committee shall review the qualifications of potential candidates for the Equity Directors and shall propose nominees for the Equity Directors who are nominated by the Board. Subject to the provisions of Article X, in making their nominations, the Nominating Committee and the Board of Directors shall take into consideration that (i) the Board of Directors shall have meaningful representation of a diversity of interests, including floor brokers, floor traders, futures commission merchants, producers, consumers, processors, distributors and merchandisers of commodities traded on Chicago Mercantile Exchange Inc. (the “Exchange”) or Board of Trade of the City of Chicago, Inc. (the “CBOT”), participants in a variety of pits or principal groups of commodities traded on the Exchange or the CBOT and other market users or participants; (ii) at least 10% of the members of Board of Directors shall be composed of persons representing farmers, producers, merchants or exporters of principal commodities traded on the Exchange or the CBOT; and (iii) at least 20% of the members of the Board of Directors shall be composed of persons who do not possess trading privileges on either the Exchange or the CBOT, are not salaried employees of the Corporation and are not officers, principals or employees who are involved in operating the futures exchange related business of a firm entitled to members’ rates on either the Exchange or the CBOT. Notwithstanding the foregoing, the Nominating Committee shall include the Chief Executive Officer of the Corporation as a nominee for an Equity Director at any annual meeting of shareholders at which his or her term is scheduled to expire; provided, that if such term expiration occurs during the Transition Period, the Chief Executive Officer shall be nominated as a CME Director. Subject to the provisions of Article X, a majority of the Nominating Committee shall constitute a quorum necessary to transact business.

  • Joint Remediation Committee If the Sellers (acting reasonably) determine that the Purchasers have committed a Major Default, then, at the election of the Sellers, within three (3) Business Days of the Sellers providing the Purchasers written notice of such determination, the Sellers and the Purchasers shall establish a joint remediation committee of designated executives from the Sellers and the Purchasers (“Joint Remediation Committee”) consisting of three (3) members of each of the Sellers and the Purchasers. The Joint Remediation Committee shall be responsible for overseeing the development of a mutually agreeable plan in accordance with subsection 3 below to either (i) remediate any breaches giving rise to the Major Default to the extent such breaches can be remediated and/or (ii) prevent similar breaches from recurring in the future (clauses (i) and (ii), a “Corrective Action Plan”). Each member of the Joint Remediation Committee shall have sufficient authority on the part of his or her respective party to make decisions relating to matters reviewed by the Joint Remediation Committee, and shall be approved by the other party (such approval not to be unreasonably delayed, conditioned or withheld). The Joint Remediation Committee shall have access to Purchaser Personnel that are primarily responsible for the area of the business relationship (such as information technology, data security or regulatory) where the breaches giving rise to the Major Default arise (such Purchaser Personnel, collectively, the “Subject Matter Experts”). The Sellers and the Purchasers shall cause their respective members on the Joint Remediation Committee to, and the Purchasers shall cause the Subject Matter Experts to, act in good faith in connection with the development of the Corrective Action Plan.

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