Deadlock Clause Samples

Deadlock. In the event the parties are unable to agree on 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. For purposes of Section 4.10(iii) and (iv), "Budgeted Practice Expense" and "Monthly Fee" shall refer to either Principal Services or Dispensary Business, as appropriate.

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, or if a mediator has not been appointed within 20 days after the deadlock has arisen, the dispute shall proceed to arbitration in accordance with s. 10.19(c);

Deadlock. If the Directors become deadlocked and unable to take an action with respect to, or because of a lack of quorum at a duly called meeting fail to vote on or approve, any matter requiring the approval of the Board of Directors in accordance with Sections 5.4, 5.7 or otherwise (each matter, a “Disputed Matter”), then any Director appointed by a Founder Member Group may, within ten (10) days of such deadlock or relevant meeting, notify the other Directors that such Disputed Matter shall be voted on again by the Directors at a special meeting (the “Special Meeting”) that shall be held no later than ten (10) days following the date of such notification. The Directors shall use their commercially reasonable efforts to discuss the Disputed Matter on which the Directors have been unable to agree during the period preceding the Special Meeting and shall vote on such matter at the Special Meeting. If at the Special Meeting, the Directors are unable to come to agreement on the Disputed Matter, the Disputed Matter shall be referred to a senior member of management of each Founder Member Group (a “Senior Officer”). Each such Founder Member Group shall use commercially reasonable efforts to cause its Senior Officer to meet and engage in discussions on the Disputed Matter within twenty (20) days of the date of the Special Meeting (or within such shorter period of time as may be necessary to take the action that is the subject of the Disputed Matter or otherwise permit resolution of the Disputed Matter in a timely fashion). If the Senior Officers of the Founder Member Groups reach agreement on the Disputed Matter, any such agreement will be set forth in writing and will be binding for all purposes as an action of the Company approved by the Board as if the action approved in such agreement were approved by the Board directly in accordance with this Agreement. The Founder Member Groups shall direct the Directors designated by them to take all such actions as may reasonably be necessary to reflect such agreement, including adopting any ratifying or confirmatory resolutions. If the Senior Officers are unable to reach agreement on the Disputed Matter within thirty (30) days of the date of the Special Meeting, then the Disputed Matter shall be considered not approved by the Board.

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. 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.

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. (a) In the event of a deadlock of either of the Boards on the corporate actions stated in Section 5.12 and on any issue material to the ongoing operation of either of VisEra Cayman or VisEra Taiwan, either Shareholder may request a meeting of the Shareholders with the applicable Board for the purpose of resolving the deadlock. Such request shall be in writing and given to the other Shareholder and the affected entity, and shall specify in reasonable detail the nature of the issue giving rise to the deadlock. Within thirty (30) days from the date of the request, an officer at the senior vice president level or its equivalent, or above, of each of the Shareholders shall meet with the affected Board to discuss the issue or issues that have given rise to the deadlock. (b) If the deadlock is not resolved within sixty (60) days of such meeting, then the rights and obligations of the Parties shall be as follows: (i) In the event the deadlock has been caused intentionally by a Shareholder without just cause, and the deadlock results in the frustration of the Purposes, then said Shareholder shall be deemed to be in a Material Breach (as defined below) and the provisions of Article 11 shall apply. (ii) In the event the deadlock results from a just cause through no fault of any Shareholder, in order to protect the Shareholders’ rights, interests or entitlements pursuant to and under this Amended Agreement and any of the other agreements between the Parties described herein, then the Shareholders shall meet within sixty (60) days of failure to resolve the deadlock to attempt to agree on mutually acceptable terms and conditions to terminate this Amended Agreement and to sell the shares of one Shareholder in VisEra Cayman to the other Shareholder; provided, however, that in the event the Shareholders fail to reach agreement on such terms and conditions within said sixty (60) day period, then both VisEra Cayman and VisEra Taiwan shall be wound up and liquidated in accordance with Article 13; and further provided that neither TSMC nor OmniVision will be under any additional ongoing obligation to provide any technical assistance to VisEra Taiwan during the interim except to the extent such assistance is required to wind down the operations of VisEra Taiwan or as is reasonably required to satisfy any obligations of VisEra Taiwan to third parties. (c) For purposes of this Section 5.16, “deadlock” shall mean an inability of the respective Board to reach a decision, with the r...

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 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.