Common use of Deadlock Clause in Contracts

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. If The Parties and their respective PERMITTED NOMINEES expressly agree and confirm that in case of any major impasse / deadlock having arisen in 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 operation of the Board JVC which pertains and is material to the further or future operation of Directors in accordance with Sections 5.4the business of JVC, 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 Parties shall cause their nominated directors to prepare and circulate to the other Directors that Party or Parties a memorandum or a statement setting out its position on the issue on which there is disagreement and its reasons for adopting such Disputed Matter position. Each such memorandum or statement shall then be voted on again considered by the Directors at a special meeting (the “Special Meeting”) that shall be held no later than ten (10) days following the date chairman of such notification. The Directors managing board of GPL, SEIL and TIC then holding office who shall use their commercially reasonable efforts best endeavours 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 resolve such matter at the Special Meetingan impasse / deadlock. If at the Special Meeting, the Directors are unable to come to agreement on the Disputed Matter, the Disputed Matter Such process shall be referred to completed within a senior member period of management of each Founder Member Group 45 (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 (20forty-five) days of the impasse/deadlock having arisen, unless such period is extended by mutual agreementby three chairman. An impasses / deadlock arises on the date one Party receives a written communication from the other conveying the basis of such other Party coming to the conclusion of which the deadlock is and how it has arisen. Despite the aforesaid if the panel of the Special Meeting (or within such shorter period chairman is unable to resolve the impasse / deadlock, that the deadlock shall be deemed to be a major impasse / deadlock and in the event ultimate solution of time any major impasses/deadlock shall be as may provided hereinafter in this Clause. In the event any Party(hereinafter referred to as “Selling Party”) desires to sell its shareholding in the JVC, the other Parties(hereinafter referred to as “Purchasing Parties”) shall have the first right to inquire it including its PERMITTED NOMINEES to sell its shareholding to themselves at a fair price which shall 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 determined in accordance with Clause 5.3 of this Agreement. The Founder Member Groups In case Purchasing Parties have notified Selling Party in writing that it or its PERMITTED NOMINEES do not wish to purchase the entire shareholding of Selling Party including its PERMITTED NOMINEES, in that event, Selling Party shall direct be entitled to sell all the Directors designated share held by them it/its PERMITTED NOMINEES to take all a third party at a price not less than the fair price referred to in Clause 14.1, provided that such actions a third party is acceptable to Purchasing Parties and agree in writing as may reasonably a condition precedent to the transfer of share to it to be necessary bound by the terms and conditions of this Agreement as though it was a signatory to reflect this Agreement. Once an impasses/ deadlock has deemed to have arisen till such agreementtime the impasses/ deadlock is resolved, including adopting any ratifying or confirmatory resolutions. If the Senior Officers are unable to reach agreement on the Disputed Matter within thirty (30) days directors of the date Boardshall function as trustees for the smooth and continued operation and functioning of the Special Meeting, then the Disputed Matter shall be considered not approved by the BoardJVC.

Deadlock. If the Directors become deadlocked and Steering Committee is unable to take decide or resolve an action with respect to, or because of a lack of quorum issue at a duly called meeting fail to vote on at which a quorum is present 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 unanimous written consent 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 Meetingall members, the Directors are unable to come to agreement on the Disputed Matter, the Disputed Matter issue shall be referred to a senior member of management of each Founder Member Group (a “Senior Officer”)*****. Each Such ***** shall meet promptly thereafter and shall negotiate in good faith to resolve 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)issue. If they cannot resolve 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 issue within thirty (30) days of commencing such negotiations and the date issue involves an alleged Material Breach, the Parties will *****. Network Services Division – Subcontract Agreement Amendment No. 10 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. Attachment VII To Exhibit C ***** Alcatel will contract Supplier to perform the *****. The scope of work associated to this project is incorporated as Exhibit X of the Special Meeting, then the Disputed Matter shall Subcontract Agreement. The scope of work can not change without written approval by Alcatel. Any work performed without prior approval will not be reimbursed and will not be considered not as part of the scope of work. If the scope of work changes to increase the overall cost of the project beyond the ***** cost, Supplier will be compensated for the increased scope at a mutually negotiated value. Any variance as a result of cost over runs due to anything other than approved Scope Change will be the sole responsibility of Supplier. In addition, Supplier is eligible for ***** following successful completion of each Phase of the entire Project. The ***** Project, which will involve Supplier, is divided into two phases: Phase 1 a and Phase 3. This ‘successful completion’ of each phase will be measured based on achieving the target cumulative number of ***** by the Boardmutually agreed date. Phase la completion requirements: ***** Phase 3 completion requirements: ***** In addition, ***** is dependent upon Alcatel’s successful receipt of Customer acceptance for each phase of the ***** Project, without delay due to the result of Supplier performance issues documented by either Alcatel or the Customer. Network Services Division – Subcontract Agreement Amendment No. 10 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.

Deadlock. If the Directors Managers become deadlocked and unable to take an action with respect toover, or because of a lack of quorum at a duly called meeting fail to vote on or approve, any matter requiring the their approval of the Board of Directors in accordance with Sections 5.4Section 5.7, 5.7 or otherwise if the Members fail to approve any matter requiring their approval under Section 5.8 hereof (but excluding Section 5.8(j)) (each matter, a “Disputed Matter”), then any Director appointed by a Founder Member Group Manager or Member, as applicable, may, within ten (10) days five Business Days of such deadlock or relevant meeting, notify the other Directors Managers or Members that such Disputed Matter shall be voted on again by the Directors Managers or Members at a special meeting (the “Special Meeting”) that shall be held no later than ten (10) days following five Business Days from the date of such notification. The Directors shall use their commercially reasonable efforts to discuss the Such Disputed Matter on which the Directors Managers or Members have been unable to agree shall be discussed by the Managers or Members for such five Business Day period and shall be voted upon during the period preceding the Special Meeting and shall vote on such matter special meeting at the Special Meetingend of the five Business Day period. If at the Special Meetingspecial meeting, the Directors Managers or Members are unable to come to agreement on the Disputed Matter, the Disputed Matter shall be referred raised, by providing written notice to a senior member the ECP Members and to ADA-ES, to the principal executive officer of management the ECP Members and the principal executive officer of each Founder Member Group (a “Senior Officer”). Each such Founder Member Group ADA-ES, who shall use commercially reasonable efforts to cause its Senior Officer to meet and engage in discussions obtain agreement on the Disputed Matter within twenty (20) days 15 Business Days of receipt of such notice. In the event that the principal executive officers 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 ECP Members 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 ADA-ES are unable to reach agreement on the Disputed Matter within thirty (30) days by the end of the date of the Special Meetingsuch 15 Business Day period, then the such Disputed Matter shall be considered deemed to be a “Deadlock,” and the ECP Members and ADA-ES shall have the rights set forth in Section 10.7(a), to the extent applicable. Notwithstanding the foregoing, any dispute between the Managers or the Members over (a) any budget item, expenditure, claim or other matter with a cost or potential income in the aggregate of less than $100,000 or (b) any determination to acquire, develop or construct an Additional Project as contemplated by Section 5.8(j), shall not approved by give rise to a Deadlock and shall not give rise to the Boardrights set forth in Section 10.7(a).

Deadlock. If the Directors become deadlocked and Steering Committee is unable to take decide or resolve an action with respect to, or because of a lack of quorum issue at a duly called meeting fail to vote on at which a quorum is present 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 unanimous written consent 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 Meetingall members, the Directors are unable to come to agreement on the Disputed Matter, the Disputed Matter issue shall be referred to a senior member of management of each Founder Member Group (a “Senior Officer”)*****. Each Such ***** shall meet promptly thereafter and shall negotiate in good faith to resolve 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)issue. If they cannot resolve 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 issue within thirty (30) days of commencing such negotiations and the date issue involves an alleged Material Breach, the Parties will *****. Network Services Division – Subcontract Agreement Amendment No. 10 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. Attachment VII To Exhibit C ***** Alcatel will contract Supplier to perform the *****. The scope of work associated to this project is incorporated as Exhibit X of the Special Meeting, then the Disputed Matter shall Subcontract Agreement. The scope of work can not change without written approval by Alcatel. Any work performed without prior approval will not be reimbursed and will not be considered not as part of the scope of work. If the scope of work changes to increase the overall cost of the project beyond the ***** cost, Supplier will be compensated for the increased scope at a mutually negotiated value. Any variance as a result of cost over runs due to anything other than approved Scope Change will be the sole responsibility of Supplier. In addition, Supplier is eligible for ***** following successful completion of each Phase of the entire Project. The ***** Project, which will involve Supplier, is divided into two phases: Phase 1 a and Phase 3. This ‘successful completion’ of each phase will be measured based on achieving the target cumulative number of ***** by the Boardmutually agreed date. Phase la completion requirements: ***** Phase 3 completion requirements: ***** In addition, ***** is dependent upon Alcatel’s successful receipt of Customer acceptance for each phase of the ***** Project, without delay due to the result of Supplier performance issues documented by either Alcatel or the Customer. Network Services Division – Subcontract Agreement Amendment No. 10 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.

Deadlock. If (a) In the Directors become deadlocked event that the Darling Member and unable to take an action with respect tothe Valero Member, or because of the Darling Managers and the Valero Managers, are deadlocked (a lack of quorum at a duly called meeting fail “Deadlock”) on any issue or dispute arising from or relating to vote on this Agreement or approve, any matter requiring otherwise related to the approval Company or its Business and operations (including the interpretation or performance of the Board Raw Material Supply Agreement or any of Directors in accordance with Sections 5.4, 5.7 or otherwise (each matter, a “Disputed Matter”the Valero Support Agreements), then any Director appointed by a Founder Member Group may, within ten (10) days of such deadlock issue 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 dispute shall be referred for resolution to the Members’ respective Authorized Senior Executive Officers, who shall attempt to resolve such issue within 15 Business Days after such Deadlock occurs (or, if mutually agreed in writing by such Authorized Senior Executive Officers, 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 longer period of time as may time, which shall be necessary to take the action that is the subject of the Disputed Matter or otherwise permit resolution of the Disputed Matter specified in a timely fashionsuch writing). If the Authorized 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 Executive Officers are unable to reach agreement on resolve such issue within such time period, the Disputed Matter Deadlock shall be mediated (the “Mediation”) within thirty (30) 15 days from the date a written request for mediation is made by either Member to the other. The Mediation shall take place in Houston, Texas and be administered by the Houston office of JAMS, unless otherwise agreed to in writing by the Darling Member and the Valero Member. The administration fees and expenses of the date of the Special Meeting, then the Disputed Matter Mediation shall be considered not approved borne equally by the BoardDarling Member and the Valero Member. The Mediation shall be conducted before a single mediator to be agreed upon by the Darling Member and the Valero Member, or in the absence of an agreement, a single mediator admitted to practice law for 10 years or more who specializes in commercial litigation disputes, and appointed by JAMS. Notwithstanding any provision in this Agreement to the contrary, any issues or disputes arising out of or relating to the Members Working Capital Facility shall not be the basis of any Deadlock or otherwise subject to the provisions of this Section 5.8, and each lender thereunder shall be entitled to exercise all rights and pursue all remedies under the Members Working Capital Facility without regard to or compliance with this Section 5.8.

Deadlock. If Section 16.1 In the Directors become deadlocked and event the Members are unable to take an action agree on any matter that requires a unanimous vote, approval or consent of the Members eligible to vote, approve or consent with respect to, or because of a lack of quorum at a duly called meeting fail to vote on or approve, such matter (including with regard to any matter requiring the approval of the Board of Directors constituting a Major Decision described in accordance with Sections 5.4, 5.7 or otherwise (each matter, a “Disputed Matter”Section 6.2 hereof), then any Director appointed by a Founder Member Group may, the Members agree to negotiate in good faith to resolve the deadlock within ten (10) days of such deadlock or relevant meeting, notify Business Days after the other Directors that such Disputed Matter shall be voted on again by time period provided for 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 Members to agree during upon the period preceding the Special Meeting and shall vote on such matter at issue (or, if no such time period is expressly provided in this Agreement with respect to such matter, then the Special Meeting. If at Members shall negotiate in good faith to resolve 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 deadlock within thirty (30) days after the Manager or a Member requests in writing that the Member(s) approve such matter). In the event that the Members are unable to agree on such matter within the foregoing time period, then any Member may thereafter, by written notice to the other Members, initiate a nonbinding mediation proceeding (the “Mediation Request”). The proceeding will be conducted in accordance with the then current procedures regularly followed by JAMS, The Resolution Experts (“JAMS”), with the following exceptions: (a) if the Members have not agreed within ten (10) Business Days of the Mediation Request on the selection of a mediator willing to serve, the mediator shall be selected by such procedures as JAMS regularly follows and shall be a retired judge or other mediator who is a member of JAMS; and (b) efforts to reach a settlement will continue until the conclusion of the proceedings, which shall be deemed to occur upon the earliest of the date that: (i) a written settlement is reached, (ii) the mediator concludes and informs the parties in writing that further efforts would not be useful, (iii) the Members agree in writing that an impasse has been reached or (iv) a period of twenty (20) Business Days has passed since the appointment of the Special Meetingmediator and none of the events specified in the foregoing clauses (i), then the Disputed Matter (ii) or (iii) has occurred. Each Member shall be considered not approved by the Boardpay its own expenses incurred in connection with any mediation proceeding initiated pursuant to this Section 16.1.

Deadlock. In the event of the Parties failing to agree any matter the matter may be referred at the request of either Party to the Referee Panel which will afford to the Parties an opportunity to make representations to it and whose decision shall be final and binding on the Parties. In attempting to resolve such disagreement the members of the Referee Panel will each have equal voting rights. If the Directors become deadlocked and unable to take an action with respect to, or because within two months of a lack disagreement between the Parties being referred to the Referee Panel pursuant to clause 20.1 the Referee Panel fails to agree a resolution to such disagreement either Party may declare by notice in writing to the other Party that a “Deadlock Situation” has arisen. (Subject to clause 22) in the event that either Party serves notice (“Deadlock Notice”) in writing pursuant to clause 20.2 (other than where the Deadlock Notice is served during the Pre-Decision Notice Period) above then either party at any time thereafter by serving written notice to the other Party (“Sale Notice”) may (subject to clause 20.5) require that the Site be disposed of quorum at (by way of appendix a duly called meeting fail to vote on or approve, - joint venture agreement with hca 38 28 June 2012 your council freehold disposal) and that any matter requiring the approval other assets of the Board Joint Venture are disposed of Directors and the provisions of Schedule 2 shall apply to such disposals. In any case where agreement is requisite to the continued operation of the Joint Venture, neither Party is to create or permit the creation or continuation of an Artificial Deadlock. If a Sale Notice is served by the Agency then the Council will be entitled to exercise the right of pre-emption in accordance with Sections 5.4, 5.7 or otherwise Schedule 4 by serving a notice in writing upon the Agency (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 MeetingPre-emption Notice”) that shall be held no later than ten (10) days following within 5 Working Days of the date of such notification. The Directors shall use their commercially reasonable efforts to discuss the Disputed Matter on relevant Sale Notice in which the Directors effect of the Sale Notice will be suspended until such time as the procedures under Schedule 4 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 Boardexhausted.