Common use of Deadlock Clause in Contracts

Deadlock. (a) So long as there are only two Members and each Member holds, of record or beneficially through one or more controlled Affiliates, 50% of the aggregate Percentage Interests, if any action requiring a determination by the Board is proposed in good faith, and the Directors are unable to reach agreement on such proposed action at two successive meetings of the Board (including as a result of the failure by any Director to attend any meeting of the Board), in the case of any action to be taken by the Directors, then such matter (a “Deadlock”) shall be addressed in accordance with this Section 3.9. (i) A Deadlock may be referred by either Member for resolution to the chief executive officer of each Member (each such officer, a “Designated Executive”). The Designated Executives shall meet within 10 days after such referral to discuss the Deadlock and shall attempt in good faith to resolve the dispute. If the Designated Executives reach agreement with respect to the Deadlock, they shall jointly so notify the Board and the Members, and such agreement shall be implemented by the Board. (ii) If the Designated Executives are unable to resolve such Deadlock within 60 days of the last date on which their meeting should have occurred, either Member may submit such Deadlock to the Independent Directors for non-binding mediation. (iii) If the Members fail to resolve such Deadlock within 20 days of the date on which such Deadlock was submitted to non-binding mediation with the Independent Directors, then the Deadlock may be referred by either Member for resolution to the board of directors of each Member (each such board, a “Member Board”). The Member Boards shall meet first separately and then together as soon as practicable, but in any event, within 90 days after such referral to discuss the Deadlock and shall attempt in good faith to resolve the dispute. If the Member Boards reach agreement with respect to the Deadlock, they shall jointly so notify the Board and the Members, and such agreement shall be implemented by the Board. If the Member Boards fail to meet within the time period specified above or are unable to reach agreement within 60 days of the last date on which such initial meeting should have occurred, then the Deadlock shall be resubmitted to the Board for reconsideration. (b) Without prejudice to either Member’s remedies under applicable Law, until agreement with respect to a Deadlock is reached (or such Deadlock is otherwise resolved in accordance with this Agreement), the Company shall not implement the actions giving rise to such Deadlock and shall maintain the status quo, in accordance, to the extent commercially practicable, with the Business Plan then in effect (except that a 5% across-the-board increase shall be applied to the then-current operating budget), subject to and as modified by any duly approved Board actions. (c) For the avoidance of doubt, and notwithstanding anything to the contrary set forth herein, no action or failure to act of any kind by any Designated Executive or any member of any Member Board in connection with this Section 3.9 shall result in any liability on the part of any such Person, or any of their respective Affiliates, heirs, successors, assigns, agents and representatives, to the Company or its Members.

Deadlock. In the event of a Deadlock, either Shareholder may notify the other in writing that a Deadlock exists (a) So long as there are only two Members and each Member holdsa “Deadlock Notice”). Upon delivery of a Deadlock Notice, of record or beneficially through one or more controlled Affiliates, 50% of the aggregate Percentage Interests, if any action requiring a determination by Shareholders shall endeavor to resolve the Board is proposed Deadlock in good faith. If such Deadlock has not been resolved within forty-five (45) days after the delivery of such Deadlock Notice, and then either Shareholder may at any time thereafter deliver to the Directors are unable to reach agreement on such proposed action at two successive meetings other a written request (the “Deadlock Meeting Request”) that the matter that is the subject of the Board Deadlock be considered by the respective chief executive officers of Fosun Pharma and Chindex who shall meet together in person within thirty (including as a result 30) days after delivery of the failure by any Director Deadlock Meeting Request and use their reasonable efforts to attend any resolve the Deadlock. Such meeting of the Board), in the case of any action to be taken by the Directors, then such matter (a “Deadlock”) shall be addressed in accordance with this Section 3.9. held (i) A Deadlock in Shanghai, China or (ii) at such other location as may be referred by either Member for mutually acceptable to such chief executive officers. The chief executive officers may agree to extend any of the time periods specified above with respect to any Deadlock. If the chief executive officers resolve such Deadlock, they shall jointly issue a statement setting out the terms of such resolution, and JVCO and the Shareholders shall cause the terms of such resolution to be implemented. If such Deadlock is not resolved by the two chief executive officers after at least three such meetings, then (A) if such Deadlock is a Special Deadlock Matter, the Special Deadlock Matter may be resolved by the chief executive officer of each Member (each Fosun Pharma in a written document describing such officer, a “Designated Executive”). The Designated Executives shall meet within 10 days after such referral to discuss the Deadlock resolution and shall attempt in good faith to resolve the dispute. If the Designated Executives reach agreement with respect to the Deadlock, they shall jointly so notify the Board and the Members, and such agreement shall be implemented by the Board. (ii) If the Designated Executives are unable to resolve such Deadlock within 60 days of the last date on which their meeting should have occurred, either Member may submit such Deadlock to the Independent Directors for non-binding mediation. (iii) If the Members fail to resolve such Deadlock within 20 days of the date on which such Deadlock was submitted to non-binding mediation with the Independent Directors, then the Deadlock may be referred by either Member for resolution to the board of directors of each Member (each such board, a “Member Board”). The Member Boards shall meet first separately and then together as soon as practicable, but in any event, within 90 days after such referral to discuss the Deadlock and shall attempt in good faith to resolve the dispute. If the Member Boards reach agreement with respect to the Deadlock, they shall jointly so notify the Board and the Members, and such agreement shall be implemented by the Board. If the Member Boards fail to meet within the time period specified above or are unable to reach agreement within 60 days of the last date on which such initial meeting should have occurred, then the Deadlock shall be resubmitted delivered to the Board for reconsideration. of Directors of JVCO (band, if applicabale, the Governing Board of any other JV Company where such Deadlock originated) Without prejudice to either Member’s remedies under applicable Law, until agreement with respect to a Deadlock is reached or (or B) if such Deadlock is otherwise resolved in accordance with this Agreement)not a Special Deadlock Matter, the Company shall not implement the actions giving rise to such Deadlock and shall maintain the status quoeither Shareholder may, in accordance, by written notice to the extent commercially practicable, with the Business Plan then in effect (except that a 5% across-the-board increase shall be applied other Shareholder and to the then-current operating budget)Board of Directors of JVCO, subject cause the JV to and as modified by any duly approved Board actionsbe liquidated. (c) For the avoidance of doubt, and notwithstanding anything to the contrary set forth herein, no action or failure to act of any kind by any Designated Executive or any member of any Member Board in connection with this Section 3.9 shall result in any liability on the part of any such Person, or any of their respective Affiliates, heirs, successors, assigns, agents and representatives, to the Company or its Members.

Deadlock. (a) So long as there are only In the event that, (i) for any two Members and each Member holds, of record or beneficially through one or more controlled Affiliates, 50% consecutive duly convened meetings of the aggregate Percentage InterestsBoard, if any action requiring a determination by the Board is proposed unable to reach a decision by the required vote concerning any Specified Action that was on the agenda for such meetings due to the failure of the KO Directors to approve such Specified Action, or (ii) if during the Initial Four-Year Period, an Annual Normal Operations Plan has not been approved by the KO Directors, either Shareholder may, within 14 days of the occurrence of either (i) or (ii) deliver a written notice (a “Notice of Board Impasse”) to the other Shareholder stating that in good faithits opinion an impasse has occurred and identifying the matter in reasonable detail over which the Shareholders are at an impasse (“Impasse Matter”). During the period in which a Notice of Board Impasse may be delivered by any Shareholder and following delivery of a Notice of Board Impasse until the expiration of the KO Call Right, the right of CIBR to exercise the CIBR Call Right and the Directors CIBR Put Right (if any) shall be suspended. (b) The Shareholders agree that following delivery of a Notice of Board Impasse, they shall refer the Impasse Matter in the first instance to the Chief Executive Officer of KOF (“KOF CEO”) and the President, Pacific Group of TCCC (“Pacific President”). If the KOF CEO and the Pacific President are unable to reach agreement on resolve the Impasse Matter within 90 days, then the Impasse Matter shall be escalated to the KOF Management Committee, and if the KOF Management Committee is not scheduled to meet during the following 90 day period, the Shareholders shall cause the KOF Management Committee to meet during such proposed action at two successive meetings period. If the KOF Management Committee (with the participation and approval of the Board (including as members thereof designated by TCCC) is unable to resolve the Impasse Matter within 90 days or the KOF Management Committee determines that a result of the failure by any Director to attend any meeting of the Board), in the case of any action to be taken by the Directorsdeadlock has occurred, then such matter (Impasse Matter shall be deemed by the parties to be a “DeadlockDeadlocked Matter” and such Impasse Matter shall be escalated to the Chief Executive Officer of FEMSA (“FEMSA CEO”) shall be addressed in accordance with this Section 3.9. and the Chief Executive Officer of TCCC (i) A Deadlock may be referred by either Member for resolution to the chief executive officer of each Member (each such officer, a “Designated ExecutiveTCCC CEO”). The Designated Executives In each escalation, the parties shall meet within 10 days after such referral to discuss the Deadlock and shall attempt take steps in good faith to resolve the dispute. If matter, including arranging a meeting to discuss the Designated Executives reach agreement with respect to the Deadlock, they shall jointly so notify the Board and the Members, and such agreement shall be implemented by the Boardsame. (iic) If the Designated Executives are unable to resolve such Deadlock any Deadlocked Matter is not resolved within 60 90 days of the last date on which their meeting should have occurred, either Member may submit such Deadlock being referred to the Independent Directors for non-binding mediation. FEMSA CEO and the TCCC CEO (iii) If an “Unresolved Deadlock Event”), then the Members fail KO Shareholders may at their election, by providing written notice to resolve such Deadlock CIBR within 20 90 days of following the date on which such the Unresolved Deadlock was submitted to non-binding mediation with Event occurs (the Independent Directors“KO Call Right Notice”), then purchase all, but not less than all, of the Deadlock may be referred Shares owned by either Member for resolution CIBR at a price equal to the board of directors of each Member KOP Fair Market Value (each such board, a the “Member BoardKO Call Right”). In connection with the exercise of the KO Call Right, the KO Shareholders shall cause all indebtedness for borrowed money of the Company and its Subsidiaries (including accrued interest thereon) owed to CIBR to be repaid. The Member Boards purchase of Shares pursuant to the KO Call Right shall meet first separately and then together as soon as practicablebe consummated (the “KO Call Closing Date”) on the last day of the applicable monthly accounting period of TCCC (the “Accounting Cycle End Date”), but in any event, within 90 which Accounting Cycle End Date shall be no earlier than 10 days after such referral to discuss the Deadlock and shall attempt in good faith to resolve the dispute. If the Member Boards reach agreement with respect to the Deadlock, they shall jointly so notify the Board and the Members, and such agreement shall be implemented by the Board. If the Member Boards fail to meet within the time period specified above or are unable to reach agreement within 60 days of the last date on which such initial meeting should have occurred, then the Deadlock shall be resubmitted to the Board for reconsideration. (b) Without prejudice to either Member’s remedies under applicable Law, until agreement with respect to a Deadlock KOP Fair Market Value is reached (or such Deadlock is otherwise resolved finally determined in accordance with this Agreement. At the KO Call Closing Date, the KO Shareholders shall deliver to CIBR the price equal to the KOP Fair Market Value net of any applicable withholding (including the original or a certified copy of a receipt, or other evidence satisfactory to CIBR, evidencing payment thereof), and CIBR shall deliver to the Company KO Shareholders the Shares owned of record by CIBR and all other documents required to effect the sale of the Shares owned by CIBR, free of any liens, including appropriate documentation providing indemnities to the KO Shareholders regarding its title to the Shares held of record by CIBR in form and substance reasonably satisfactory to the KO Shareholders. The KO Shareholders and CIBR shall not implement each pay one-half of any sales, use, value added, stamp, documentary, filing, recordation, registration and other similar taxes, if any, together with any interest, additions, fines, costs or penalties thereon and any interest in respect of any additions, fines, costs or penalties, incurred in connection with such sale (the actions giving rise “Stamp Taxes”), whether levied on the KO Shareholders or CIBR. Unless otherwise required by applicable Laws, CIBR shall be responsible for preparing and timely filing any tax returns required with respect to any such Deadlock Stamp Taxes. Payment of any such Stamp Taxes by the KO Shareholders to CIBR pursuant to this paragraph shall be made to CIBR no later than two Business Days before the due date of the applicable payment. CIBR shall provide the KO Shareholders with the tax returns required with respect to any Stamp Taxes and proof of payment within five Business Days following the payment of any such Stamp Tax. The KO Shareholders and CIBR shall cooperate with each other in order to minimize applicable Stamp Taxes in a manner that is mutually agreeable and in compliance with applicable Law, and shall maintain the status quoin connection therewith execute such documents, agreements, applications, instruments, or other forms as reasonably required, and shall permit any such Stamp Taxes to be assessed and paid in accordance, to the extent commercially practicable, accordance with the Business Plan then in effect (except that a 5% across-the-board increase shall be applied to the then-current operating budget), subject to and as modified by any duly approved Board actions. (c) applicable Law. For the avoidance of doubt, and notwithstanding anything taxes imposed on CIBR with respect to any gain or income on the sale of the Shares to the contrary set forth hereinKO Shareholders shall be borne exclusively by CIBR and CIBR shall be responsible for preparing and timely filing any tax returns required with respect to any such taxes subject to applicable withholding by KO Shareholders, if any. (d) If during the Initial Four-Year Period the Board is unable to agree by the required vote on an Annual Normal Operations Plan for any period prior to the commencement of such period, the Shareholders agree to cause the Board to take all necessary action to approve a provisional Annual Normal Operations Plan for such period, which provisional Annual Normal Operations Plan shall provide that (i) to the extent the Board agrees by the required vote (which shall include the affirmative vote of the KO Directors) upon individual line items in the proposed Annual Normal Operations Plan, such agreed upon individual line items shall be included in such provisional Annual Normal Operations Plan, and (ii) to the extent that there is no action agreement by the required vote with respect to an individual line item in such Annual Normal Operations Plan, the individual line item from the Annual Normal Operations Plan for the immediately preceding corresponding period shall be included, subject to adjustment (without duplication) to reflect increases or failure decreases resulting from the following events: (A) the operation of escalation or de-escalation provisions in contracts in effect during the period covered by the prior Annual Normal Operations Plan; (B) increases or decreases in expenses attributable to act the annualized effect of employee additions or reductions during the last year of the period covered by the prior Annual Normal Operations Plan; (C) increases or decreases in expenses attributable to the actual growth of or decline of sales for the fiscal year immediately preceding the period covered by the provisional Annual Normal Operations Plan as compared to the actual sales that served as the basis for the preparation of the prior Annual Normal Operations Plan; (D) increases in any kind expenses in an amount equal to the total of the expenses reflected in the last year covered by any Designated Executive or any member the prior Annual Normal Operations Plan multiplied by the increase in the Consumer Price Index for the prior year; and (E) the continuation of any Member Board the effects of a decision consented to by the KO Directors that are not reflected in connection with the prior Annual Normal Operations Plan if and to the extent the effects of such decision was reasonably foreseeable at the time such decision was consented to by the KO Directors. For the avoidance of doubt, (i) the provisional Annual Normal Operations Plan pursuant to this Section 3.9 4.2(d), including any agreement as to any line item thereto by the KO Directors, shall result in not be deemed to resolve any liability on Impasse Matter or Deadlocked Matter and (ii) the part of provisional Annual Normal Operations Plan shall exclude any such Person, plan or decision relating to any of their respective Affiliates, heirs, successors, assigns, agents Specified Action and representatives, to the Company or its Membersany funding related thereto.

Deadlock. (a) So long as there are only two Members and each Member holds, of record or beneficially through one or more controlled Affiliates, 50% A deadlock of the aggregate Percentage Interests, Stockholders or Board of Directors (a "Deadlock") shall be deemed to exist (i) if any action requiring a determination by the Stockholders or the Board is proposed in good faith, and the of Directors are shall be unable to reach agreement by the required vote on such proposed action any significant issue that has been submitted for consideration at two successive meetings meetings, or (ii) if the Stockholders or Board of the Board (including as a result of the failure by any Director to attend any meeting of the Board), in the case of any action to be taken by the Directors, then such matter (a “Deadlock”) Directors shall be addressed in accordance with this Section 3.9unable to achieve a quorum for the conduct of business at two successive meetings. (ib) A If a Deadlock exists, the Stockholders or Board of Directors, as appropriate, shall negotiate in good faith and use their respective best efforts to resolve such Deadlock. If, however, after 20 Business Days such Deadlock remains, Charter or any Minority Stockholder, by giving notice to the other Stockholders, may request that such Deadlock be referred by either Member for resolution to the chief executive officer of each Member Charter and the chief executive officers of two of the Minority Stockholders (each designated by the consent of a majority of the aggregate shares of Voting Securities held by the Minority Stockholders at the time such officeraction is to be taken, a “Designated Executive”assuming, for purposes of this Section 2.10, that the Minority Stockholders hold all shares of Common Stock previously exchanged for Charter Common Stock that is, as of any date of determination, Exchange Common Stock) (the "Chief Executive Officers"). The Designated Executives Chief Executive Officers shall meet within 10 days after such referral to discuss the Deadlock 20 Business Days thereafter and shall attempt in good faith to resolve such Deadlock. Any resolution agreed to in writing by the disputeChief Executive Officers shall be final and binding on the Corporation and the Stockholders, so long as the resolution is not inconsistent with any provision of this Agreement. If the Designated Executives reach agreement with respect Notwithstanding anything herein to the contrary, at any time during the pendency of a Deadlock, they shall jointly so notify the Board and the Members, and such agreement Charter shall be implemented entitled to make an offer to purchase all of the Equity Securities held by the Board. Stockholders (iiother than Charter) If the Designated Executives are unable to resolve such Deadlock within 60 days of the last date on which their meeting should have occurred, either Member may submit such Deadlock pursuant to the Independent Directors for non-binding mediation. (iii) If the Members fail to resolve such Deadlock within 20 days of the date on which such Deadlock was submitted to non-binding mediation with the Independent Directors, then the Deadlock may be referred by either Member for resolution to the board of directors of each Member (each such board, a “Member Board”). The Member Boards shall meet first separately and then together as soon as practicable, but in any event, within 90 days after such referral to discuss the Deadlock and shall attempt in good faith to resolve the dispute. If the Member Boards reach agreement with respect to the Deadlock, they shall jointly so notify the Board and the Members, and such agreement shall be implemented by the Board. If the Member Boards fail to meet within the time period specified above or are unable to reach agreement within 60 days of the last date on which such initial meeting should have occurred, then the Deadlock shall be resubmitted to the Board for reconsideration. (b) Without prejudice to either Member’s remedies under applicable Law, until agreement with respect to a Deadlock is reached (or such Deadlock is otherwise resolved in accordance with this Agreement), the Company shall not implement the actions giving rise to such Deadlock and shall maintain the status quo, in accordance, to the extent commercially practicable, with the Business Plan then in effect (except that a 5% across-the-board increase shall be applied to the then-current operating budget), subject to and as modified by any duly approved Board actionsCharter Option. (c) For During the avoidance pendency of doubt, and notwithstanding anything any Deadlock relating to the contrary set forth herein, no action or failure to act approval of any kind by any Designated Executive Annual Operating Plan or any member Annual Capital Plan for an ensuing Fiscal Year, the Board of any Member Board Directors and the President shall conduct the Business of the Corporation in connection accordance with this Section 3.9 shall result in any liability on the part of any such Person, or any of their respective Affiliates, heirs, successors, assigns, agents Annual Operating Plan and representatives, to Annual Capital Plan for the Company or its Membersimmediately preceding Fiscal Year.

Deadlock. 9.1 Referral to Shareholder senior executives for good faith discussion (a) So long as there are only two Members and each Member holds, of record or beneficially through one or more controlled Affiliates, 50% of the aggregate Percentage Interests, if any action requiring If a determination by the Board is proposed Deadlock Matter in good faith, and the Directors are unable to reach agreement on such proposed action at two successive meetings of the Board (including as a result of the failure by any Director to attend any meeting of the Board), in the case of any action to be taken by the Directors, then such matter (a “Deadlock”) shall be addressed in accordance with this Section 3.9.respect of: (i) A Deadlock may be referred by either Member for resolution to the chief executive officer of each Member (each such officer, a “Designated Executive”). The Designated Executives shall meet within 10 days after such referral to discuss the Deadlock and shall attempt in good faith to resolve the dispute. If the Designated Executives reach agreement with respect to the Deadlock, they shall jointly so notify the Board and the Members, and such agreement shall be implemented by the Board.Shareholders; or (ii) If the Designated Executives are unable to resolve such Deadlock within 60 days Board of the last date on which their meeting should have occurredCommissioners, either Member may submit such Deadlock to the Independent Directors for non-binding mediation. (iii) If the Members fail to resolve such Deadlock within 20 days of the date on which such Deadlock was submitted to non-binding mediation with the Independent Directors, then the Deadlock may be referred by either Member for resolution to the board of directors of each Member (each such boardeach, a “Member BoardRelevant Deadlock Matter”). The Member Boards shall meet first separately and ) occurs, then together either Freeport or Inalum Group (for as soon long as practicable, but in any event, within 90 days after they hold at least 25% of the outstanding Ordinary Shares) may by giving notice to the other Shareholders (a “Deadlock Notice”) refer the Relevant Deadlock Matter to the Chief Executive Officer of each Shareholder (or a person with delegated authority from the Chief Executive Officer provided that such referral to discuss the Deadlock and shall attempt in good faith delegate has full authority to resolve the dispute. If Relevant Deadlock Matter) (the Member Boards reach agreement with respect to the Deadlock, they shall jointly so notify the Board and the Members, and such agreement shall be implemented by the Board. If the Member Boards fail to meet within the time period specified above or are unable to reach agreement within 60 days of the last date on which such initial meeting should have occurred, then the “Deadlock shall be resubmitted to the Board for reconsiderationAppointees”). (b) Without prejudice to either Member’s remedies under applicable Law, until agreement with respect to a Any Deadlock is reached Notice must set out: (or such Deadlock is otherwise resolved in accordance with this Agreement), i) the Company shall not implement the actions giving rise to such Deadlock and shall maintain the status quo, in accordance, to the extent commercially practicable, with the Business Plan then in effect (except fact that a 5% across-the-board increase shall be applied Relevant Deadlock Matter has occurred and the background for the Relevant Deadlock Matter as understood by that Shareholder; (ii) the proposed resolution and the dates on which the meeting of the Shareholders or the meeting of the Board of Commissioners (as applicable) was held; and (iii) the proposed dates, times and places (being within 28 days from the date of the Deadlock Notice) for the Deadlock Appointees to meet and discuss in good faith to attempt to resolve the then-current operating budget), subject to and as modified by any duly approved Board actionsRelevant Deadlock Matter. (c) For Within 14 days from receipt of the avoidance Deadlock Notice by all Deadlock Appointees, the Deadlock Appointees shall discuss in good faith with a view to resolving the Relevant Deadlock Matter and shall, in good faith and within 30 days of doubtreceipt of a Deadlock Notice by all Deadlock Appointees, schedule two meetings, with at least one meeting being in person, at a venue agreed by the Deadlock Appointees. (d) If a Deadlock Appointee intends to be accompanied at the meeting by an attorney and/or a consultant, each other Deadlock Appointee shall be given written notice of such intention at least three (3) Business Days in advance and notwithstanding anything to may also be accompanied at the contrary set forth herein, no action or failure to act of any kind meeting by any Designated Executive or any member of any Member Board in connection with this Section 3.9 shall result in any liability on the part of any such Person, or any of their respective Affiliates, heirs, successors, assigns, agents and representatives, to the Company or its Membersan attorney and/or a consultant.