Deadlock Resolution. 13.1 There is a deadlock if a resolution is proposed and one of the following applies:
Deadlock Resolution. (i) In the event of a Deadlock, any Shareholder may issue a written notice to the other Shareholders setting out particulars of the Deadlock and requesting consultation (“First Deadlock Notice”). Upon the receipt of a First Deadlock Notice, the Shareholders shall attempt to resolve the Deadlock promptly through good faith negotiations and consultations within a period of no longer than thirty (30) calendar days from the date of the First Deadlock Notice (“Consultation Period”).
Deadlock Resolution. In case of a deadlock with respect to the decision-making process of the JSC, Section 15.1 shall apply.
Deadlock Resolution. In the event a deadlock occurs with respect to the decision-making process of the JSC, such deadlock shall be subject to binding determination by an expert panel in the Hong Kong Special Administrative Region. The expert panel shall consist of [***] members, [***] of which [***] appointed by each Party and the [***] member shall be selected by the other [***] members (collectively, the “Experts”). The panel must be appointed within [***] days of the occurrence of a deadlock event or such longer period as the Parties may agree. Each Expert shall be a person having not less than [***] years’ experience in the area of expertise in the business of pharmaceuticals (including biologics) and having no conflict of interest with either Party. If the issues in dispute involve scientific, technical or commercial matters, the Experts chosen hereunder shall have educational training or industry experience sufficient to demonstrate a reasonable level of relevant scientific, medical and industry knowledge, as necessary to resolve the dispute. With respect to any dispute to be submitted to an Expert pursuant to this Agreement, the use of the Expert shall be the exclusive remedy of the Parties, and neither Party shall attempt to adjudicate such dispute in any other forum. The decision of the Experts shall be final and binding on the applicable Parties involved in such dispute and deadlock resolution procedure contemplated by this Section 15.1 and shall not be capable of challenge, whether by arbitration, in court or otherwise. All proceedings and communications shall be in English.
Deadlock Resolution. 14.1 In the event that a deadlock has occurred and/or in the event any misunderstanding, disagreement or dispute shall arise between the parties hereto concerning any aspect of this Contract Agreement, including any dispute touching the validity or the construction, meaning or effect of this Contract Agreement, or the rights or liabilities of the parties hereunder, or any matter arising out of the same, or connected herewith, the parties hereby covenant that, in keeping with the cordial relationship of good faith and mutual trust that exists between them, they will exercise xxxxxxx efforts and use their best endeavours to resolve any such misunderstanding, disagreement or dispute in an amicable manner so as to eliminate any discord and avoid any conflict.
Deadlock Resolution. Any deadlock or dispute that cannot be resolved by the Project Team or in the manner contemplated in Article 18 will be referred initially by the Parties to their respective chief executive officers (or such other persons as may be designated by the chief executive officer) for settlement in good faith. The chief executive officers or designees will meet within seven (7) days of the date on which the deadlock or dispute is so referred. If the deadlock or dispute cannot be resolved, then the chief executive officers will, within seven (7) days of the initial meeting, meet again in the presence of a Special Expert (who will be mutually agreed by the Parties and whose expenses shall be paid by the Parties equally) to attempt to settle the deadlock or dispute. If the deadlock or dispute is not resolved within seven (7) days of the initial referral to the chief executive officers, the Special Expert will make a decision to resolve the dispute and such decision will be binding on the Parties, subject to Article 19 of this Lease.
Deadlock Resolution. (a) In the event the Members are unable to unanimously agree as required by Section 5.1 to take or not take a certain action concerning the business and affairs of the Company (a "Deadlock"), either Member shall have the right to provide to the other Member a written notice describing in reasonable detail the nature of the Deadlock and the outcome such Member desires. Following the delivery of the notice provided for in the immediately preceding sentence, the Members shall negotiate in good faith to resolve the Deadlock. If the Members are unable to resolve the Deadlock within fifteen (15) days or a mutually-agreed upon longer or shorter period of time (the "Negotiation Period"), then the Members shall follow the procedures set forth in Section 5.2(b) through 5.2(e) to resolve the Deadlock.
Deadlock Resolution. (A) For the purposes of this clause 5, a “Deadlock” shall be deemed to have occurred if:
Deadlock Resolution. (a) In the event a matter requiring Supermajority Board Approval pursuant to Section 2.08 of this Agreement fails to obtain a Supermajority Board Approval but obtains a Majority Board Approval, the Board may, upon the affirmative vote of at least four Directors, elect to reconsider the matter at a second meeting of the Board to be called specifically for such purpose (the “Second Meeting”). The Second Meeting shall occur no less than 30 days following the Board meeting at which such matter was initially considered.
Deadlock Resolution. In the event the Shareholders are deadlocked and are unable to agree unanimously on any decision that requires the unanimous consent of the Shareholders, and the Shareholders are unable through good faith and the exercise of their reasonable efforts to break such deadlock for a period of sixty (60) days following notice from one Shareholder to the other Shareholder that a deadlock exists with regard to such a decision, the deadlock may be broken by the invocation of the provisions of this Section; provided, however, this Section may be invoked if and only if such deadlock occurs after the date which is twelve (12) months from the date hereof. Either Shareholder may initiate the buy/sell procedure by providing a written notice (the "Value Notice") to the other Shareholder. The Shareholder which initiates the buy/sell procedure, is referred to herein as the "Offeror." The Shareholder who receives the Value Notice is referred to herein as the "Offeree." The Value Notice shall include an offer by the Offeror to purchase all (and not less than all) of the shares in the Company owned by the Offeree and an offer by the Offeror to sell all (and not less than all) of the shares in the Company owned by the Offeror to the Offeree. The Value Notice shall specify an amount (the "Stated Amount") that shall be the purchase price per share of the Shares of the Company, which shall, after multiplied by the number of the Shares issued and outstanding be not less than the aggregate of all indebtedness owed at that time by the Company, and which shall be used in the calculations of the total purchase price for the Shares transferred pursuant to this Section. The Offeree shall have ten (10) days from its receipt of the Value Notice to provide a written notice (the "Election Notice") to the Offeror stating either that the Offeree will sell all (and not less than all) its Shares in the Company to the Offeror or that the Offeree will purchase all (and not less than all) the Offeror's Shares in the Company at the per Share purchase price referenced in the Value Notice. If the Offeree fails to give a timely Election Notice, the Offeree shall be deemed to have elected to sell all (and not less than all) its Shares to the Offeror. The Election Notice shall specify the date of closing (the "Buy-Sell Closing Date"), which date shall be at least sixty (60) days after the giving of the Election Notice, but in any event not later than the ninetieth (90th) day after such notice. If the Off...
