Common use of DEADLOCK PROVISION Clause in Contracts

DEADLOCK PROVISION. The Members agree that “Member” for purposes of this Section 11 shall not include LPN Corporation, and the Interests held by LPN Corporation shall be included in the Interests held by LPN. In the event that the Members are divided on a material issue and cannot agree on the conduct of the business and affairs of the Company, then a deadlock between the Members shall be deemed to have occurred and the Members may proceed under this Section 11. Upon the occurrence of a deadlock, one Member (hereinafter referred to as the “Offeror”) may elect to sell its Interests in the Company to the other Member (hereinafter referred to as the “Offeree”) by notifying the Offeree in writing of the offer to sell, stating the aggregate amount payable in cash liv 4850-8819-3010\6 LP BIOSCIENCES LLC amended and restated operating agreement for which the Offeror would sell its entire Interests in the Company to the Offeree. The notice from the Offeror to Offeree must be accompanied by written proof of funds held by the Offeror (or a binding financing or funding commitment by a third party), in an amount sufficient for the Offeror to purchase the Interests of the Offeree, if the Offeree elects to sell its Interests in accordance with this Section. The Offeree shall have the right to purchase the entire Interests of the Offeror at the designated cash price and terms set forth in the written notice from the Offeror, or to sell the entire Interests of the Offeree to the Offeror at such designated cash price and terms, whichever the Offeree may elect, provided for clarity, Offeree’s option to sell its entire Interests to the Offeror shall be only for like Interests in the sale offer. The sale offer, when made by the Offeror, is irrevocable for thirty (30) days. The Offeree shall have thirty (30) days from the receipt of such sale offer to make its election, that is, either to purchase such Interests of the Offeror at the cash price set forth in the sale offer or to sell its own like Interests to the Offeror at the cash price set forth in the sale offer, which shall be made in writing executed by the Offeree and stating the nature of the election. The decision of the Offeree shall be binding upon both Members. The failure of the Offeree to timely respond to a sale offer under the provisions hereof shall be deemed to be the binding agreement of the Offeree to purchase the entire like Interests of the Offeror for the cash price and on the other terms set forth in the sale notice. A Member that is obligated to purchase the Interests of another Member pursuant to the provisions hereof shall have ninety (90) days from the date of delivery or receipt of the written notice binding such Member to purchase the Interests from such other Member (or deemed delivery of notice) to pay the designated cash price and satisfy the terms of such purchase.

DEADLOCK PROVISION. The Members agree that “Member” for purposes 21.1 If after the expiry of this Section 11 shall the Initial Period, an agreement with regard to a resolution of the Shareholders or of the Advisory Boards of JV Europe and JV US concerning a Special Majority Matter or Restricted Management Matter cannot include LPN Corporationbe reached, and the Interests held by LPN Corporation decision upon such approval shall be included adjourned and if so requested by Rockwood, the Shareholders or members of the Advisory Board, as the case may be, shall immediately following the meeting of the Shareholders or the Advisory Board in which consent to the Interests held by LPNmatter could not be reached enter into consultations on how to resolve the deadlock. In If the event that members of the Members are divided on a material issue and Advisory Board or the Shareholders, as the case may be, cannot agree on a mutual course of action with regard to the conduct relevant Special Majority Matter or Restricted Management Matter within a period of the business and affairs of the Company, then a deadlock 60 calendar days (or within any other period mutually agreed in writing between the Members shall Shareholders) following the meeting in which consent to the matter could not be deemed to have occurred and the Members reached, either Shareholder may proceed under this Section 11. Upon the occurrence of a deadlock, one Member deliver an offer by courier (hereinafter referred to as the any Shareholder making such offer being an “Offeror”) may elect in accordance with sections 21.2 and 21.3 below, to sell its Interests in acquire all Shares owned by the Company other Shareholder including a minimum price per Share based on a calculation method taking into account the average of the actual EBITDA figures for the two years prior to the other Member year in which such Offer has been made, as well as the year in which the Offer is made (hereinafter referred to forecast or budget, depending on what is available at such time) of the Joint Venture multiplied by six as set forth in detail in Annex 21.1 (the “Offer”). Within 30 calendar days following receipt of the Offer, the Shareholder receiving an Offer (being the “Offeree”) by notifying shall either notify the Offeree in writing Offeror of its acceptance of the offer to sell, stating the aggregate amount payable in cash liv 4850-8819-3010\6 LP BIOSCIENCES LLC amended and restated operating agreement for which Offer or notify the Offeror would sell its entire Interests that it will acquire all of the Offeror’s Shares on the same terms and conditions set out in the Company Offer (in each case an “Offer Notice”). To the extent both Shareholders make an Offer before having received an Offer of the other Shareholder, only the Offer received first by the relevant Offeree shall be considered and the later Offer shall have no effect. The Offer shall include all relevant provisions governing the transfer of the offered and accepted Shares. 21.2 In the Offer, the transferor shall warrant to the Offeree. The notice from transferee unencumbered title to the Offeror transferor’s Shares, corporate authority to Offeree must be accompanied by written proof enter into the Offer and attach (a) either a guarantee upon first demand (Bürgschaft auf erstes Anforderung unter Ausschluss der Einreden nach § 770 BGB) of funds held a reputable European or US American bank; or (b) a guarantee by the Offeror (ultimate shareholder listed on a stock exchange with the European Union or a binding financing or funding commitment by a third partythe Unites States of America substantially in the form as attached as Annex 21.2(b), in an the amount sufficient of the offered purchase price for the Offeror to purchase Shares being subject of its Offer. Any other representations and warranties and/or indemnification shall be excluded. 21.3 The Offer and the Interests of the Offeree, if the Offeree elects to sell its Interests in accordance with this Section. The Offeree Offer Notice shall have the right to purchase the entire Interests of the Offeror at the designated cash price and terms set forth be in the written notice from the Offeror, or to sell the entire Interests of the Offeree to the Offeror at such designated cash price form attached as Annex 21.3 and terms, whichever the Offeree may elect, provided for clarity, Offeree’s option to sell its entire Interests to the Offeror shall be only for like Interests in the sale offer. The sale offer, when made by the Offeror, is irrevocable for thirty (30) days. The Offeree shall have thirty (30) days from the receipt of such sale offer to make its election, that is, either to purchase such Interests of the Offeror at the cash price set forth in the sale offer or to sell its own like Interests to the Offeror at the cash price set forth in the sale offer, which shall be made in writing executed by the Offeree and stating the nature of the election. The decision of the Offeree shall be binding upon both Members. The failure of the Offeree to timely respond to a sale offer under the provisions hereof shall be deemed to be the binding agreement of the Offeree to purchase the entire like Interests of the Offeror for the cash price and on the other terms set forth in the sale notice. A Member that is obligated to purchase the Interests of another Member pursuant to the provisions hereof shall have ninety (90) days from the date of delivery or receipt of the written notice binding such Member to purchase the Interests from such other Member (or deemed delivery of notice) to pay the designated cash price and satisfy the terms of such purchasenotarial form.