Deadlock Provisions Sample Clauses

Deadlock Provisions. (a) To the extent the Voting Members are unable to reach an agreement in a timely manner with respect to the items set forth in Schedule 12.3, provided however that (i) such inability to reach an agreement continues for a period of more than six (6 months and (i) the first anniversary of such inability falls after the second (2nd) anniversary of the date of this Agreement, a deadlock shall deemed to have occurred (a “Deadlock”). If a Deadlock arises, senior executives of each Voting Member shall meet and use their reasonable best efforts to resolve the Deadlock within sixty (60) days of the initial written submission of the issue by one Voting Member to the other. If the senior executives agree upon a resolution or disposition of the matter, they shall jointly execute a statement setting forth the term of the resolution or disposition and the Voting Members shall exercise their voting rights and other powers available to them in relation to the Company to procure that the resolution or disposition is fully and promptly carried into effect. If a Deadlock arises which has not been so resolved within the sixty (60) day time frame, each Voting Member will advise the other Voting Member, within thirty (30) days after the Deadlock is reached, whether it wishes (i) to dissolve the Company, (ii) to sell its Membership Interest to the other Member,(iii) to sell its Membership Interest to a Third Party Entity, or (iv) to purchase the Membership Interest of the other Member;
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Deadlock Provisions. 12.1 In the event of a deadlock of the Board or of the Shareholders, a Shareholder (the "Offeror") may serve a notice in writing on the Company with a copy to the other Shareholder (the "Offeree") declaring that deadlock has occurred (a "Offer Notice") and the provisions of this Clause 12 shall thereupon apply.
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Deadlock Provisions. 7 9 If the Directors nominated by RADIANCE and the Directors nominated by GLOBE are unable to pass an identical resolution at two successive board of directors' meetings the Parties agree to negotiate for the sale of all of one Party's shares of RADIATEC to the other Party. If negotiations fail, either Party may demand the liquidation of RADIATEC, in which case each of the Parties shall vote its shares of RADIATEC at its general meeting of shareholders to approve liquidation of RADIATEC, so that RADIATEC will be liquidated in accordance with Section 11 below.
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Deadlock Provisions. (a) In the event of a deadlock of the Board of Directors, at two consecutive meetings, with respect to the Strategic Plan or another matter that, as a result of such deadlock, threatens to have a materially adverse effect on the financial condition or operations of the Company, including matters relating to the Strategic Plan or Section 3.3 (b), each Member, acting through its Chief Executive Officer or other designated representative, shall consult in good faith during the period of 120 days following the second such Board of Directors meeting (the "Consultation Period") in an effort to resolve the deadlock. The Consultation Period may be extended by mutual consent of the Members, and the Members may submit the dispute to binding arbitration if they so elect. If no agreement has been reached between the Members with respect to the dispute within 30 days after the end of the Consultation Period, the Members shall endeavor to negotiate the purchase by one Member or all of the Units of the other Member. In the event that the Members are unable to negotiate an acceptable arrangement with respect to such a purchase of Units, either party may make the offer described in paragraph 8.3(b)
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Deadlock Provisions. In the event the Board of Directors fails to resolve, in accordance with Section 4.5 or 4.6 of this Agreement, any matter properly before the Board of Directors that materially and adversely affects the continued operation of the Company and provided that such failure is not caused by a material breach under this Agreement or any other Company agreement by IN Stockholder or TW Stockholder or the Affiliates of IN Stockholder or TW Stockholder, the Board of Directors shall schedule another meeting as soon as reasonably possible to discuss and resolve such matter. If the IN Directors and TW Directors fail to resolve such matter, or if a quorum is not present at such meeting, or if a quorum is not present for any two consecutive Board of Directors meetings, either such Stockholder may declare a deadlock ("Deadlock") and send written notice thereof to the other Stockholder.
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Deadlock Provisions. 4.4.1 In the event the Company Board cannot agree with respect to a Key Issue or a Fundamental Issue the matter shall be resolved as follows:
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Deadlock Provisions 
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Related to Deadlock Provisions

  • Lock-Up Provisions (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (A) the one (1) year anniversary of the date of the Closing, (B) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of Xxxxxx, (III) to any Permitted Transferee (as defined below), (IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

  • Controlling Provisions In the event of any inconsistencies between the provisions of this Amendment and the provisions of any other Loan Document, the provisions of this Amendment shall govern and prevail. Except as expressly modified by this Amendment, the Loan Documents shall not be modified and shall remain in full force and effect.

  • Clawback Provisions Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

  • Governing Provisions This Agreement is made under and subject to the provisions of the Plan, and all of the provisions of the Plan are also provisions of this Agreement. If there is a difference or conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan will govern. By signing this Agreement, the Grantee confirms that he or she has received a copy of the Plan.

  • Concluding provisions Section 7.1 - Entire Agreement. All prior understandings, letters of intent, and agreements between the parties are merged in and superseded by this Agreement (including all Exhibits hereto).

  • CLOSING PROVISIONS (a) Subscriber agrees to be identified as a customer of JetBrains and agrees that JetBrains may refer to Subscriber by name, trade name and trademark, if applicable, and may briefly describe Subscriber’s business in JetBrains marketing materials, on JetBrains Site, and in public or legal documents. Subscriber hereby grants JetBrains a worldwide, non-exclusive, royalty-free license to use Subscriber’s name and any of Subscriber’s trade names and trademarks solely pursuant to this marketing section.

  • Scheduling Provisions The scheduling and premium provisions relating to consecutive weekends off in Article 16 do not apply to employees who accept positions under this provision.

  • Term; Termination; Survival of Provisions The term of this Agreement shall commence on the date hereof and shall continue, unless earlier terminated pursuant to the provisions of this section, for twelve (12) months, automatically renewed thereafter for monthly periods unless either Party informs the other in writing thirty (30) days prior to the end of the current term of its intent to terminate this Agreement. This Agreement may be terminated prior to the end of the current term, by mutual written consent of the Parties hereto, or:

  • Protective Provisions So long as shares of Series A Preferred --------------------- Stock and/or Series B Preferred Stock are outstanding, this corporation shall not without first obtaining the approval (by vote or written consent, as provided by law) of the holders of a majority of the then outstanding shares of Series A Preferred Stock and Series B Preferred Stock, voting together as a single class on an as converted basis:

  • Severance of Invalid Provisions If and for so long as any provision of this Agreement shall be deemed to be judged invalid for any reason whatsoever, such invalidity shall not affect the validity or operation of any other provision of this Agreement except only so far as shall be necessary to give effect to the construction of such invalidity, and any such invalid provision shall be deemed severed from this Agreement without affecting the validity of the balance of this Agreement.

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