Deadlocks. A “Deadlock” shall be a fundamental breakdown in the relationship between the parties as evidenced by the sequence of events described below.
Deadlocks. (a) Subject to Section 6.22(c), from and after January 1, 2021, if a Fundamental Decision Approval is not obtained pursuant to Section 6.19 (or Section 6.15) or a Titanium Family Approval is not obtained pursuant to Section 6.20(a), in each case within twenty-one (21) Days after submission of such matter to the Board of Directors or the Titanium Family Designee, as applicable, then either the Silver Member or the Titanium Family Designee can send written notice thereof to the other (a “Deadlock Notice”), stating that failure to reach agreement on such matter within twenty-one (21) Days after delivery of the Deadlock Notice will give rise to a deadlock with respect thereto (a “Deadlock”); provided, that the Silver Member may not deliver more than two Deadlock Notices in any twelve (12) month period and the Titanium Family Designee may not deliver more than two Deadlock Notices in any twelve (12) month period. As promptly as practicable following the giving of a Deadlock Notice, the chief executive officer of Silver Parent and the Chief Executive Officer (and, at the election of the Titanium Family Designee, a representative of the Titanium Family Group) shall meet to negotiate in good faith in order to try to resolve the deadlock or disagreement over the disputed matter or matters (it being understood that a refusal to meet or negotiate on the part of any Person shall not preclude a Deadlock from occurring). If the representatives pursuant to the preceding sentence are unable to reach agreement on the disputed matter prior to the occurrence of a Deadlock as set forth in this Section 6.22(a), then the Company shall submit such Deadlock, and either the Silver Member or the Titanium Family Designee may cause such Deadlock to be submitted, to binding arbitration before a Qualified Expert under the rules of the American Arbitration Association that are in effect as of the date of this Agreement (or, in the event that the American Arbitration Association will not proceed on that basis, under the rules of the American Arbitration Association then in effect) (the “Rules”) and the procedures set forth in Section 6.22(b) shall be followed. The place of arbitration shall be New York, New York. A judgment on the award or decision rendered by the Qualified Expert may be entered in any court having jurisdiction thereof.
Deadlocks. If for any reason the JOC cannot resolve any matter properly referred to it, either Party may refer the matter to the Senior Executives for resolution. If after discussing the matter in good faith and attempting to find a mutually satisfactory resolution to the issue, the Senior Executives fail to come to consensus within five (5) Business Days of the date on which the matter is referred to the Senior Executives, the provisions of Sections 3.3(d), 3.4(b), and 3.5(b), as applicable, shall apply and resolutions reached through such provisions shall be binding on the Parties; provided that such decisions are made in good faith and are consistent with the provisions of this Agreement.
Deadlocks. The JDC shall attempt to resolve any and all disputes relating to Development of Licensed Product during the License Term by consensus. If the JDC is unable to reach a consensus with respect to a dispute within its purview related to Development of Licensed Product then the dispute shall be submitted to the Senior Representatives for review. If the Senior Representatives cannot reach an agreement regarding such dispute within thirty (30) days after submission to them for resolution, then, if the dispute is one over which the JDC has authority pursuant to this Agreement: (i) Biogen Idec shall have final-decision-making authority with respect to decisions related to Territory-Specific Clinical Trials and Post-Approval Clinical Trials required or reasonably useful in connection with Regulatory Approval or Commercialization of Licensed Product in the Licensed Territory, and (ii) AVEO shall have the final decision-making authority with respect to all other decisions related to Development, subject in each case to paragraphs (a) and (b) of this Section 4.8. Notwithstanding anything in this Agreement to the contrary, any decision within the purview of the JDC for which one of the Parties has exercised its final decision-making authority, as set forth in this Agreement, shall be considered a decision or approval of the JDC.
Deadlocks. 8.1 DEADLOCK RESOLUTION.
Deadlocks. In the event the Coordinating Committee is --------- deadlocked with respect to any issue over which it has decision making authority, the issue shall be presented to the President of XXX and to the General Manager of SRP for decision. If the President of XXX and the SRP General Manager cannot resolve the deadlock, they shall select a mutually acceptable independent third party mediator, and both XXX and SRP shall work in good faith to resolve the issue through mediation (which mediation shall be conducted in accordance with the Rules of Commercial Mediation established by the American Arbitration Association). If a good faith effort to mediate the issue fails to achieve a mutually satisfactory result, either party may demand arbitration (which shall be conducted in accordance with the Rules of Commercial Arbitration established by the American Arbitration Association).
Deadlocks. If (a) the Company Board is unable to reach agreement regarding any action requiring approval by at least one ETE Sigma Designee and one ETP Designee or (ii) the Parties are unable to agree on a Major Decision (each, a “Business Dispute”), then the Directors or the Parties, as the case may be, will consult and negotiate with each other in good faith to find a solution. If the Directors or the Parties, as the case may be, do not reach such a solution within thirty (30) days from the date the disagreement occurred, then either Party may give written notice to the other Party that the failure to approve such action will, in such Party’s judgment, adversely affect the Company (a “Dispute Notice”). Within five Business Days after the delivery of the Dispute Notice, either Party may submit such Business Dispute to arbitration pursuant to Section 2.08.
Deadlocks. If there is a deadlock at the level of the Board of Directors, the Members agree to use their reasonable best efforts to attempt to resolve the deadlock within ten (10) Business Days after receiving notice from the Board of Directors of such deadlock. If the dispute or controversy cannot be amicably resolved, it shall be brought to the attention of the Mediators, who shall, as mediators in good faith, use their best efforts to find an amicable solution. While any Board of Directors deadlock is pending, the Company and its business shall continue to be operated without interruption in a manner most likely to continue its operations in the ordinary course of business.
Deadlocks. In the event of a controversy arising pertaining to the affairs of the Agency wherein the members of the Board of Directors representing Star and the members of the Board of Directors representing Citizen are evenly divided, then:
Deadlocks. In the event of a deadlock relating to this Shareholders’ Voting Rights Agreement (excluding resolutions to be taken by unanimous vote under Section 5 above in relation to which this Section shall not apply and a dissenting vote shall prevent the adoption of the resolution as provided in such Section 5), JPL, CAS or MHT, as the controlling shareholders of the Holdings, shall have a binding personal casting vote in order to resolve the deadlock immediately. The casting vote shall be exercised in turns by each of JPL, CAS and MHT by order of the most senior individual alive (i.e. the first casting voteshall be exercised by JPL, the second by CAS, the third by MHT, the fourth by JPL, etc). Such right shall terminate upon the 75th (seventy-fifth) birthday of JPL, CAS or MHT, respectively. Such right shall not be transmitted to any successor by inheritance or otherwise and shall remain in effect so long as at least one of JPL, CAS and MHT are alive and less than 75 (seventy-five) years of age. Issues that are resolved by the exercise of this deadlock provision may only be brought again for resolution pursuant to this Section after a period of 2 (two) years.
