Deadlock Procedure Sample Clauses

Deadlock Procedure. 17.1 If at any time during this Agreement a resolution is proposed concerning a matter which: (a) is bona fide considered by the party procuring the proposal of such resolution to be of fundamental importance in the context of the joint venture; (b) is not consistent with the Objectives; and (c) has been duly proposed at a meeting of the Board and in respect of which the ‘A’ vote and ‘B’ vote are cast differently. the resolution shall be re-submitted to the Board for its reconsideration at a meeting to be held not less than 28 nor more than 42 days after the date of the meeting at which the resolution was first proposed during which time the members shall use all their respective reasonable endeavours, acting in the utmost good faith, to resolve the matter which is the subject of such resolution or agree that such resolution shall be withdrawn. If, the Board having failed to reach a decision regarding the matter which is the subject of the dispute or to agree that the resolution shall be withdrawn, when considering the resolution the second time the ‘A’ and the ‘B’ vote are again cast differently the following provisions of this clause 16 shall apply. 17.2 The parties shall negotiate in good faith (without imposing any obligation on either party) with a view to agreeing terms for one party to divest itself of all its Shares in favour of the other. 17.3 If the parties cannot reach any such agreement as is referred to in clause 17.2 and no other resolution or disposition is agreed within 30 days of the second Board meeting referred to in clause 17.1 or such longer period as the parties may agree in writing, either Shareholder shall be entitled within a further period of 90 days thereafter to serve a Dissolution Notice, as referred to in clause 16.1 in which event the provisions of clause 16 shall apply.

Deadlock Procedure. 5.7.1 In the event that the Board or the relevant general meeting of shareholders in the JV Company is unable to pass a resolution within fifteen (15) Business Days of such matter first being considered and put for a decision by the Board or the general meeting of shareholders (as the case may be), then a Party may serve a notice (the “Deadlock Notice”) to the other Party with the consequence that such matter is considered a deadlock matter (a “Deadlock Matter”). 5.7.2 Upon receipt of a Deadlock Notice, the Parties shall refer the Deadlock Matter to a committee (the ”Escalation Committee”), which shall consist of the CEO of each Party at the time, for consultation and negotiations in good faith with a view to resolve such Deadlock Matter. The consultation and negotiations shall always take into consideration the reasonable best interest of the JV Group as well as each Party’s purpose with its investment in the JV Company (as set out in herein). The negotiations shall commence as soon as reasonably possible, and in any event within ten (10) Business Days after the receipt of the Deadlock Notice. If the Escalation Committee has not been able to resolve the Deadlock Matter within thirty (30) Business Days following receipt of the Deadlock Notice, the Deadlock Matter shall be struck from the agenda of the relevant board meeting or the general meeting of shareholders (as applicable) and any proposal made in respect of the Deadlock Matter shall not proceed unless the issue has to be resolved upon according to mandatory applicable law or contractual obligations of the JV Group in relation to a third party or otherwise would jeopardize the existence of the JV Group (a “Mandatory Deadlock Matter”). 5.7.3 In case of a deadlock situation in accordance with this Clause 5.7, the Parties undertake to ensure that, during a reasonable time period, the JV Group continues to operate towards the Parties and third parties (including employees) so that (i) the deadlock situation does not have a material and adverse effect on the JV Group, (ii) the JV Group in all material respects honours its obligations and (iii) a Party can continue to deliver in accordance with its obligations, assuming that the Party had entered into such obligations on the basis of what could reasonably be expected from the JV Group on the basis of the most recent Business Plan. The Parties agree that the deadlock situation shall not impose an obligation of additional financing for the Parties. 5.7.4 The ...

Deadlock Procedure. If the Deadlock Matter is not resolved unanimously by the Resolution Appointees within 30 days of the matter being referred to them, then either Shareholder may give notice (a “Warning Notice”) that it intends to implement the deadlock procedure set out in this Clause 21.2 (Deadlock Procedure).

Deadlock Procedure. Section 15.1 If while the Agreement is in force a serious and repeated disagreement arises between Loews and its Permitted Transferees acting together as a group representing 50% of the share capital of the JV on the one hand, and RE arid his Permitted Transferee acting together as a group representing 50% of the share capital of the JV on the other hand resulting in a failure to reach a majority resolution regarding a matter that is submitted to either a Partners Meeting or the Board of Directors within the sphere of their respective competence which is essential for the normal running of the business or that prevents the normal development of the projects and activities of the JV or its Subsidiaries (a “Disagreement”), the parties agree to apply the following rules: (a) Once aware of the existence of a Disagreement between the parties, both undertake to negotiate in good faith, a solution to the Disagreement that results in a resolution of the Board of Directors or the Partners Meeting, or that in any other manner satisfies both parties and is reflected in a written agreement, for a period of 60 (sixty) calendar days (the “Negotiating Period”) from the receipt of written notification regarding the Disagreement by either of the parties from the other party, unless the parties otherwise agree. (b) If the Negotiating Period has transpired without the parties having been able to reach a satisfactory solution to the Disagreement they shall proceed, as provided for in Section 15.2 below, to a spin-off of the assets of the JV and its Subsidiaries (the “Spin-off’). Section 15.2 (a) Either of the parties may initiate the Spin-off procedure immediately after the expiry of the Negotiating Period by giving notice (the “Spin-off Notice”) to the other party if no solution, as provided for in Section 15.1 (b), has been reached. The purpose of the Spin-off shall be the division by the Independent Expert appointed in accordance with the procedure established in Section 15.2 (b), of all the assets and liabilities of the JV and its Subsidiaries (including the personnel) into two separate blocks, each of them with equivalent value and content and each capable of operating separately, and each of the blocks shall be transferred by the JV in accordance with the Plan to newly incorporated limited liability companies (the “Beneficiary Companies”), in accordance with the spin-off process established in articles 94 and related articles of the Law on Limited Liability Companies, (...

Deadlock Procedure