Deadlock Clause Samples

Deadlock. In the event the parties are unable to agree on -------- any item in a Budget by the beginning of the fiscal year (a "Deadlock"), then until an agreement is reached, the Budget for the prior year shall be deemed to be adopted as the Budget for the current year. Notwithstanding the foregoing, the Policy Board, in its judgment, may impose reductions on a consistent basis to each of Budgeted Practice Expense and the Monthly Fee in the event that the Policy Board makes a determination that general economic conditions and/or regulatory developments adversely affecting the Medical Services provided by Practice render the present levels of the Budgeted Practice Expense and the Monthly Fee impractical. For purposes of illustration only, and without limitation, such general economic conditions and/or regulatory developments could include proposed or actual cuts in Medicare/Medicaid reimbursement for procedures that are a material component of the Medical Services performed by Practice. Following resolution of any Deadlock, Budgeted Practice Expense and the Monthly Fee (and the corresponding Monthly Practice Expense and Base Management Fee as calculated in Article VI hereof) shall be recomputed retroactive to the beginning of the fiscal year based upon the parameters agreed to in the new Budget, and appropriate adjustments in payments owing to Practice and/or Business Manager, as the case may be, resulting from such recomputation shall be made promptly. Notwithstanding the foregoing, if after six months the parties are still unable to agree on a Budget, then the dispute shall be submitted to arbitration in accordance with Section 8.6 hereof. Until the arbitrator renders a judgment or the dispute is otherwise resolved, the adjustments described in this Section 4.10(a)(iii) shall continue to apply. Notwithstanding anything to the contrary contained herein, nothing in this Section 4.10(a)(iii) shall affect the payment of Office Expense, which shall be paid in full in accordance with the provisions of this Agreement.

Deadlock. A deadlock shall be deemed to exist wherever a proposal, motion or resolution made by any Trustee is neither adopted nor rejected by a majority vote, or where a proposal, motion, or resolution is unable to be made at a meeting due to lack of a quorum at two (2) consecutively called meetings. In the event of a deadlock, a meeting of the Trustees shall be held at least ten (10) days after the deadlock has arisen for the purpose of either resolving the matter in dispute or agreeing upon the designation of a mediator to assist in the resolution of the matter in dispute. In the event a meeting is not held within ten (10) days after the deadlock has arisen, the dispute shall proceed to arbitration in accordance with s. 10.19(c);

Deadlock. 17.1 The Shareholders shall use all reasonable endeavours, in relation to any matter which requires their unanimous agreement to agree a common position and, subject to agreement being reached on such common position, to exercise their votes (and votes of the nominated Directors) in each Company jointly and in furtherance of the common position. 17.2 If there is a dispute or disagreement between the Shareholders as to any question which either of them (in its sole judgement) shall consider is of fundamental importance to the future of the Joint Venture Company, or its Business, then at the option of either Shareholder (as applicable), the matter in question shall be considered at the next meeting of the Board of the Joint Venture Company. 17.3 If at the next meeting of the Board of the Joint Venture Company, no resolution is carried in relation to the matter by reason of an equality of votes for and against any proposal for dealing with it, or for any other reason, then a Shareholder may give notice in writing (a “Deadlock Notice”) to the other referring to the matter in dispute and specifying that the provisions of Clause 17.4 shall apply. 17.4 Following service of a Deadlock Notice, either Shareholder may request the matter be referred to the Chief Executive Officers or such appropriate senior executives as such Shareholder may nominate by written notice to the other (the “Nominated Senior Executives”). The Nominated Senior Executives shall meet within 20 days and seek in good faith to resolve the matter in dispute. If the matter in dispute has not been resolved at the meeting referred to above or following such further period as the Nominated Senior Executives may agree (the “Deadlock Period”), then either of the Shareholders (the “Offeror”) may give notice in writing (the “Offer Notice”) within the period of 10 Business Days following expiry of the Deadlock Period to the other (the “Offeree”) offering to sell to the Offeree all of the Shares and Shareholder Loans relating to the Joint Venture Company (the “Deadlock Company”) which are owned by the Offeror for the amount per Share (the “Share Amount”) and/or amount per $1 outstanding on such Shareholder Loans (the “Loan Amount” and together with the Share Amount the “Amounts”) specified in the Offer Notice (the “Offer”). 17.5 Subject to Clause 17.6, the Offeree shall have a period of 20 Business Days (the “Acceptance Period”) commencing with the Business Day following the date of receipt of the Offer No...

Deadlock. In the event the Joint Venturers are divided on a material issue and cannot agree on the conduct of the business and affairs of the Joint Venture, then a deadlock between the Joint Venturers shall be deemed to have occurred. Upon the occurrence of a deadlock, one Joint Venturer (hereinafter referred to as the "Offeror") may elect to purchase the Joint Venture interest of the other Joint Venturer (hereinafter referred to as the "Offeree") at a price calculated as the Offeree's percentage interest in a total purchase price for all of the assets of the Joint Venture. The Offeror shall notify the Offeree in writing of the offer to purchase, stating the total purchase price for all of the assets of the Joint Venture, and the price offered for the Offeree's Joint Venture interest expressed as the Offeree's percentage interest in the Joint Venture assets multiplied by the total purchase price for all of the assets of the Joint Venture. The Offeree shall have the right to buy the interest of the Offeror at the designated price and terms, or to sell the Offeree's interest to the Offeror at the designated price and terms, whichever the Offeree may elect. The offer, when made by the Offeror, is irrevocable for thirty (30) days. The Offeree shall have ten (10) days from the receipt of such offer to make its election, that is, either to buy such interest of the Offeror or to sell its own interest, which shall be made in writing executed by the Offeree and stating the nature of the election. A Joint Venturer which is obligated to purchase the interest of another Joint Venturer pursuant to the provisions hereof shall have twenty (20) days from the date of receipt of the written election from such other Joint Venturer to pay the designated price and satisfy the terms of such purchase. Should the Joint Venturer who has received an offer to sell or buy fail to make the election required herein in a timely fashion, then such non-responding party shall be deemed to have elected and agreed to sell or buy, as the case may be, according to the terms of the offer.

Deadlock. In the event of a Deadlock, either Shareholder may notify the other in writing that a Deadlock exists (a “Deadlock Notice”). Upon delivery of a Deadlock Notice, the Shareholders shall endeavor to resolve the Deadlock in good faith. If such Deadlock has not been resolved within forty-five (45) days after the delivery of such Deadlock Notice, then either Shareholder may at any time thereafter deliver to the other a written request (the “Deadlock Meeting Request”) that the matter that is the subject of the Deadlock be considered by the respective chief executive officers of Fosun Pharma and Chindex who shall meet together in person within thirty (30) days after delivery of the Deadlock Meeting Request and use their reasonable efforts to resolve the Deadlock. Such meeting shall be held (i) in Shanghai, China or (ii) at such other location as may be mutually acceptable to such chief executive officers. The chief executive officers may agree to extend any of the time periods specified above with respect to any Deadlock. If the chief executive officers resolve such Deadlock, they shall jointly issue a statement setting out the terms of such resolution, and JVCO and the Shareholders shall cause the terms of such resolution to be implemented. If such Deadlock is not resolved by the two chief executive officers after at least three such meetings, then (A) if such Deadlock is a Special Deadlock Matter, the Special Deadlock Matter may be resolved by the chief executive officer of Fosun Pharma in a written document describing such resolution and delivered to the Board of Directors of JVCO (and, if applicabale, the Governing Board of any other JV Company where such Deadlock originated) or (B) if such Deadlock is not a Special Deadlock Matter, either Shareholder may, by written notice to the other Shareholder and to the Board of Directors of JVCO, cause the JV to be liquidated.

Deadlock. In the event that the Research Committee cannot reach agreement with respect to any matter that is subject to its decision-making authority, then the matter shall be referred to the Steering Committee for resolution.

Deadlock. (1) If (a) the parties are unable to agree upon Performance Targets, Annual Business Plan or Minimum Distribution Levels, or (b) if Distributor has failed to achieve the applicable Performance Targets, Annual Business Plan or Minimum Distribution Levels or fails to comply with any specific requirements of the Distributor under this Agreement, including Section 3 (Distributor’s Duties), Section 10 (trade marketing and promotional programs), Section 13(f) (sales velocity), and Section 13(g) (promotional activities), in any material respect, commencing with the 2015 Contract Year in accordance with Sections 13(b), 13(c) and 13(d) respectively, (clauses (a) and (b) above, collectively referred to as a “Deadlock”) then either party may, at any time after providing the other party with written notice identifying the specific issues resulting in the Deadlock and making a good faith attempt to resolve the Deadlock with the other party, but not more than three times per twelve month period, upon written notice to the other party (the “Meet and Confer Notice”), require that representatives of the other party’s senior management meet and confer with representatives of the notifying party’s senior management at the dates, times and place reasonably agreed by the parties. Such meet and confer shall begin no later than seven (7) days after Distributor’s receipt of such Meet and Confer Notice and shall end no later than fifteen (15) days after Distributor’s receipt of such Meet and Confer Notice (the “Initial Meeting Period”). Representatives of the parties’ senior management shall meet and confer during such Initial Meeting Period until (x) resolution of the Deadlock to the parties’ mutual satisfaction or (y) conclusion of the Initial Meeting Period, whichever occurs first. (2) If the parties are unable to resolve the Deadlock in accordance with Section 12(a)(i)(D)(1) above, then MEC may, at any time after the Initial Meeting Period, upon written notice to Distributor and KO (the “Second Meet and Confer Notice”), require representatives of Distributor’s senior management and representatives of management of the applicable KO business unit (and/or at MEC’s reasonable request, such other representative of senior management of KO), to meet and confer with representatives of MEC’s senior management at the dates, times and place reasonably agreed by MEC, Distributor and KO (including via videoconference or teleconference). Such meet and confer shall begin no later than seven...

Deadlock. The Parties and their respective PERMITTED NOMINEES expressly agree and confirm that in case of any major impasse / deadlock having arisen in the operation of the JVC which pertains and is material to the further or future operation of the business of JVC, the Parties shall cause their nominated directors to prepare and circulate to the other Party or Parties a memorandum or a statement setting out its position on the issue on which there is disagreement and its reasons for adopting such position. Each such memorandum or statement shall then be considered by the chairman of managing board of GPL, SEIL and TIC then holding office who shall use their best endeavours to resolve such an impasse / deadlock. Such process shall be completed within a period of 45 (forty-five) days of the impasse/deadlock having arisen, unless such period is extended by mutual agreementby three chairman. An impasses / deadlock arises on the date one Party receives a written communication from the other conveying the basis of such other Party coming to the conclusion of which the deadlock is and how it has arisen. Despite the aforesaid if the panel of the chairman is unable to resolve the impasse / deadlock, that the deadlock shall be deemed to be a major impasse / deadlock and in the event ultimate solution of any major impasses/deadlock shall be as provided hereinafter in this Clause. In the event any Party(hereinafter referred to as “Selling Party”) desires to sell its shareholding in the JVC, the other Parties(hereinafter referred to as “Purchasing Parties”) shall have the first right to inquire it including its PERMITTED NOMINEES to sell its shareholding to themselves at a fair price which shall be determined in accordance with Clause 5.3 of this Agreement. In case Purchasing Parties have notified Selling Party in writing that it or its PERMITTED NOMINEES do not wish to purchase the entire shareholding of Selling Party including its PERMITTED NOMINEES, in that event, Selling Party shall be entitled to sell all the share held by it/its PERMITTED NOMINEES to a third party at a price not less than the fair price referred to in Clause 14.1, provided that such a third party is acceptable to Purchasing Parties and agree in writing as a condition precedent to the transfer of share to it to be bound by the terms and conditions of this Agreement as though it was a signatory to this Agreement. Once an impasses/ deadlock has deemed to have arisen till such time the impasses/ deadlock is r...

Deadlock. In the event that the members cannot come to an agreement on any matter the members agree to submit the issue to mediation to be paid for by the limited liability company. In the event the mediation is unsuccessful, they agree to seek arbitration under the rules of the American Arbitration Association.