Common use of Deadlocks Clause in Contracts

Deadlocks. (a) The parties agree that all Deadlocks on the Company Board, the ITGL Board or the ITGE Board shall be resolved in accordance with this Article 11. (b) A deadlock (a "Deadlock") shall be deemed to have occurred upon the failure of the Company Board, the ITGL Board or the ITGE Board, as the case may be, to reach a decision with respect to any of the following matters after a vote has been taken by the requisite voting representatives on the Company Board, the ITGL Board or the ITGE Board, as the case may be,: (i) approval of any annual budget; (ii) approval of a Capital Call in excess of the Stop Loss; (iii) approval of financings (debt or equity); (iv) approval of any acquisition or disposition in excess of GB,1,000,000; (v) approval of any material change in the purpose and strategic direction of the JV Business from that set forth in the Business Plan; or (vi) decisions relating to the hiring, firing or compensation of the chief executive officer of the Company. (c) If a Deadlock occurs on the Company Board, the ITGL Board or the ITGE Board, as the case may be, any voting representative on the Company Board, the ITGL Board or the ITGE Board, as the case may be, within twenty (20) days of the vote which give rise to such Deadlock, by written notice to the other voting representatives on such board, and to the Founders Committee, refer the Deadlock for resolution pursuant to Section 11.1(d). If no such voting representative refers such Deadlock to the Founders Committee for resolution within such 20-day period, no further action shall be taken by the Company Board, the ITGL Board or the ITGE Board, as the case may be, with respect to the proposal which gave rise to such Deadlock, but such proposal may be presented at a subsequent meeting of such board and any resulting Deadlock shall again be resolved in accordance with this Section 11.1(c). (d) If a Deadlock is referred to the Founders Committee for resolution, the Founders Committee shall have thirty (30) days to consider and attempt to resolve such Deadlock. If the Deadlock cannot be resolved by the Founders Committee within such 30-day period, the Founders Committee shall designate either (i) any voting representative serving on the Company Board, the ITGL Board or the ITGE Board, as the case may be, that is not an Affiliate of either Venturer or (ii) another person that is not an Affiliate of either Venturer and is qualified to act as an arbitrator with respect to the particular proposal that is the subject of the Deadlock (such representative or other person being herein referred to as, the "Third Party Arbitrator"). Such Third Party Arbitrator shall arbitrate the subject of the Deadlock in accordance with the rules of the International Chamber of Commerce (the "ICC") in effect on the date hereof and shall have thirty (30) days from his designation to recommend a course of action with respect to such Deadlock by sending written notices setting forth such course of action to the Company Board, the ITGL Board or the ITGE Board, as the case may be, and the Venturers (the "Resolution"). Unless during the 10-Business Day period following receipt of such notice the Venturers mutually agree upon a different course of action than the Resolution (in which event such different course of action shall for purposes of this Agreement be referred to as the "Venturer Resolution"), the Resolution or the Venturer Resolution, as the case may be, shall be final and binding on the Parties and the Venturers shall cause their voting representatives on the Company Board, the ITGL Board or the ITGE Board, as the case may be, to take action accordingly. (e) If there has been no Venturer Resolution and ITGI has not delivered a notice to SG pursuant to Section 11.1(f), following receipt of the notice of Resolution pursuant to Section 11.1(d), SG shall have the right at any time within a period of thirty (30) days from receipt thereof, by written notice to ITGI, to require ITGI to purchase all, but not less than all, of its Venture Interest for a cash price equal to one hundred-fifty percent (150%) of the applicable Reference Value. Such right shall be exercised by delivery of a written notice by SG to ITGI within such 30-day period. The date of such notice is referred to herein as the "Resolution Put Notice Date". Promptly following the Resolution Put Notice Date, the Venturers shall commence determining the Reference Value as set forth on SCHEDULE 1.1. (f) If there has been no Venturer Resolution and SG has not delivered a notice to ITGI pursuant to Section 11.1(e), following receipt of the notice of Resolution pursuant to Section 11.1(d), ITGI shall have the right at any time within a period of thirty (30) days commencing from the receipt thereof, by written notice to SG, to require SG to sell all, but not less than all, of its Venture Interest for a cash price equal to one hundred-fifty percent (150%) of the applicable Reference Value. Such right shall be exercised by delivery of a written notice by ITGI to SG within such 30-day period. The date of such notice is referred to herein as the "Resolution Call Notice Date." Promptly following the Resolution Call Notice Date, the Venturers shall commence determining the Reference Value as set forth on SCHEDULE 1.1. (g) The closing of a purchase and sale pursuant to Section 11.1(e) or 11.1(f) shall occur in accordance with Sections 12.5 and 12.6.

Deadlocks. If the Voting Members are unable to reach a determination on any matter for which the unanimous approval of the Voting Members is required pursuant to this Agreement, in each case within the time allotted under this Agreement for such decision, whether due to the failure of the Directors or the Voting Members, as applicable, to agree on any such matter or due to the failure of a Voting Member, or the Directors appointed by a Voting Member, to participate in the governance of the Company (including failure to attend meetings of the Board of Directors or the Voting Members, as applicable) (each, a “Deadlock”), then the following shall occur: (i) any relevant Voting Member or Board of Directors proposal giving rise to the Deadlock shall be deemed not to have passed and (ii) the status quo shall be maintained with respect to any matter that was the subject of such proposal, unless and until the Board of Directors or Voting Members so act(s) in accordance with the provisions of this Agreement. The Deadlock shall be addressed in the below manner. (a) The parties agree that all Deadlocks on Deadlock shall initially be referred to the Company BoardAspen Directors and the Coty Directors, the ITGL Board or the ITGE Board who shall be resolved negotiate in accordance with this Article 11good faith for a period of ten (10) days in an attempt to reach resolution. (b) A deadlock If the negotiations prescribed in section (a "Deadlock"a) are unsuccessful, the Deadlock shall be deemed to have occurred upon the failure of the Company Board, the ITGL Board or the ITGE Board, as the case may be, to reach a decision with respect to any of the following matters after a vote has been taken by the requisite voting representatives on the Company Board, the ITGL Board or the ITGE Board, as the case may be,: (i) approval of any annual budget; (ii) approval of a Capital Call in excess of the Stop Loss; (iii) approval of financings (debt or equity); (iv) approval of any acquisition or disposition in excess of GB,1,000,000; (v) approval of any material change in the purpose and strategic direction of the JV Business from that set forth in the Business Plan; or (vi) decisions relating escalated to the hiringChief Executive Officer of Coty and Founder, firing or compensation of the chief executive officer of the Company. (c) If a Deadlock occurs on the Company Board, the ITGL Board or the ITGE Board, as the case may be, any voting representative on the Company Board, the ITGL Board or the ITGE Board, as the case may be, within twenty (20) days of the vote which give rise to such Deadlock, by written notice to the other voting representatives on such board, and to the Founders Committee, refer the Deadlock who shall negotiate in good faith for resolution pursuant to Section 11.1(d). If no such voting representative refers such Deadlock to the Founders Committee for resolution within such 20-day period, no further action shall be taken by the Company Board, the ITGL Board or the ITGE Board, as the case may be, with respect to the proposal which gave rise to such Deadlock, but such proposal may be presented at a subsequent meeting of such board and any resulting Deadlock shall again be resolved in accordance with this Section 11.1(c). (d) If a Deadlock is referred to the Founders Committee for resolution, the Founders Committee shall have thirty (30) days to consider and attempt to resolve such Deadlock. If the Deadlock cannot be resolved by the Founders Committee within such 30-day period, the Founders Committee shall designate either (i) any voting representative serving on the Company Board, the ITGL Board or the ITGE Board, as the case may be, that is not an Affiliate of either Venturer or (ii) another person that is not an Affiliate of either Venturer and is qualified to act as an arbitrator with respect to the particular proposal that is the subject of the Deadlock (such representative or other person being herein referred to as, the "Third Party Arbitrator"). Such Third Party Arbitrator shall arbitrate the subject of the Deadlock in accordance with the rules of the International Chamber of Commerce (the "ICC") in effect on the date hereof and shall have thirty (30) days from his designation to recommend a course of action with respect to such Deadlock by sending written notices setting forth such course of action to the Company Board, the ITGL Board or the ITGE Board, as the case may be, and the Venturers (the "Resolution"). Unless during the 10-Business Day period following receipt of such notice the Venturers mutually agree upon a different course of action than the Resolution (in which event such different course of action shall for purposes of this Agreement be referred to as the "Venturer Resolution"), the Resolution or the Venturer Resolution, as the case may be, shall be final and binding on the Parties and the Venturers shall cause their voting representatives on the Company Board, the ITGL Board or the ITGE Board, as the case may be, to take action accordingly. (e) If there has been no Venturer Resolution and ITGI has not delivered a notice to SG pursuant to Section 11.1(f), following receipt of the notice of Resolution pursuant to Section 11.1(d), SG shall have the right at any time within a period of thirty (30) days from receipt thereof, by written notice in an attempt to ITGI, to require ITGI to purchase all, but not less than all, of its Venture Interest for a cash price equal to one hundred-fifty percent (150%) of the applicable Reference Value. Such right shall be exercised by delivery of a written notice by SG to ITGI within such 30-day period. The date of such notice is referred to herein as the "Resolution Put Notice Date". Promptly following the Resolution Put Notice Date, the Venturers shall commence determining the Reference Value as set forth on SCHEDULE 1.1reach resolution. (fc) If there has been no Venturer Resolution the negotiations prescribed in section (b) are unsuccessful, the Deadlock shall be submitted within fifteen (15) days for non-binding mediation administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules and SG has not delivered Mediation Procedures then in effect. The mediation will be conducted by a notice to ITGI pursuant to Section 11.1(e), following receipt single mediator selected in good faith by the mutual written agreement of the notice Voting Members; provided, that if the Voting Members do not jointly select such arbitrator within five (5) Business Days of Resolution pursuant to Section 11.1(d)submission of the Deadlock for mediation, ITGI such arbitrator shall have be selected by the right at any time within a AAA in accordance with its Commercial Arbitration Rules and Mediation Procedures then in effect. The Voting Members will cooperate in good faith with the AAA and with one another in selecting the mediator, and in scheduling the mediation. Such parties agree that they will participate in the mediation in good faith, and that they will share equally in the costs of utilizing the AAA and the mediator. The place of mediation will be New York, New York. In no event shall the mediation period of exceed thirty (30) days commencing from following the receipt thereof, by written notice to SG, to require SG to sell all, but not less than all, of its Venture Interest for a cash price equal to one hundred-fifty percent (150%) of the applicable Reference Value. Such right shall be exercised by delivery of a written notice by ITGI to SG within such 30-day period. The date of such notice is referred to herein as the "Resolution Call Notice Date." Promptly following the Resolution Call Notice Date, the Venturers shall commence determining the Reference Value as set forth on SCHEDULE 1.1submission. (gd) Prior to the fifth (5th) anniversary of the date of this Agreement, if a resolution of the Deadlock is not reached after the procedures set forth in Section 8.13(c) have been completed, then the matter shall be submitted within fifteen (15) days to the AAA for binding arbitration in accordance with its Commercial Arbitration Rules and Mediation Procedures then in effect. The closing arbitration will be conducted by a single arbitrator selected by the mutual written agreement of the parties to the dispute; provided, that if the Voting Members do not jointly select such arbitrator within five (5) Business Days of submission of the Deadlock for arbitration, such arbitrator shall be selected by the AAA in accordance with its Commercial Arbitration Rules and Mediation Procedures then in effect. The Voting Members will cooperate in good faith with the AAA and with one another in selecting the arbitrator, and in scheduling the arbitration. Such parties further agree that they will share equally in the costs of utilizing the AAA and the arbitrator. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. Sections 1-16, and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The place of arbitration will be New York, New York. Unless otherwise agreed by such parties, the mediator will be disqualified from serving as the arbitrator. (e) After the fifth (5th) anniversary of the date of this Agreement, if a purchase resolution of the Deadlock is not reached after the procedures set forth in Section 8.13(c) have been completed, and sale if one or more Deadlocks are in effect for consecutive or non-consecutive periods that exceed, in the aggregate, three hundred and sixty five (365) days (a “One Year Deadlock”), Coty shall, in its sole discretion, have the right to exercise its rights pursuant to Section 11.1(e) or 11.1(f) shall occur in accordance with Sections 12.5 and 12.611.3(d).

Deadlocks. (a) The parties agree Following a meeting of the Management Committee at which one (or more) Participants (via their Representatives) have voted in favour of a proposed resolution and other Participants (via their Representatives) have voted against the proposed resolution of the decision that all Deadlocks on is the Company Board, subject matter of the ITGL Board or the ITGE Board shall be resolved proposed resolution and such proposed resolution was not passed in accordance with this Article 11the agreement (Deadlock), a Participant (Initiating Participant) may give written notice (Deadlock Notice) to the other Participants (Other Participants) which: (i) identifies the proposed resolution which was not passed at the meeting of the Management Committee; and (ii) designates a senior representative of the Initiating Participant who will have the authority to resolve the Deadlock on its behalf. (b) A deadlock Within five (a "Deadlock"5) shall be deemed to have occurred upon the failure Business Days of the Company Boarddate of the Deadlock Notice, the ITGL Board or the ITGE Board, as the case may be, to reach a decision with respect to any of the following matters after a vote has been taken by the requisite voting representatives on the Company Board, the ITGL Board or the ITGE Board, as the case may be,: (i) approval of any annual budget; (ii) approval of a Capital Call in excess of the Stop Loss; (iii) approval of financings (debt or equity); (iv) approval of any acquisition or disposition in excess of GB,1,000,000; (v) approval of any material change in the purpose and strategic direction of the JV Business from that set forth in the Business Plan; or (vi) decisions relating to the hiring, firing or compensation of the chief executive officer of the Company. (c) If a Deadlock occurs on the Company Board, the ITGL Board or the ITGE Board, as the case may be, any voting representative on the Company Board, the ITGL Board or the ITGE Board, as the case may be, within twenty (20) days of the vote which give rise to such DeadlockOther Participants must promptly designate, by written notice to the other voting Initiating Participant, senior representatives on such board, and who will have authority to the Founders Committee, refer resolve the Deadlock for resolution pursuant on their behalf. (c) Each Participant's senior representatives designated under clauses 6.11(a) and 6.11(b) must meet and use all reasonable endeavours acting in good faith to Section 11.1(d). If no such voting representative refers such resolve the Deadlock to within ten (10) Business Days after the Founders Committee for resolution within such 20-day period, no further action shall be taken by date of the Company Board, the ITGL Board or the ITGE Board, as the case may be, with respect to the proposal which gave rise to such Deadlock, but such proposal may be presented at a subsequent meeting of such board and any resulting Deadlock shall again be resolved in accordance with this Section 11.1(c)Notice. (d) If a the Deadlock is referred to not resolved under clause 6.11(c), then within fifteen (15) Business Days of the Founders Committee for resolution, the Founders Committee shall have thirty (30) days to consider and attempt to resolve such Deadlock. If the Deadlock cannot be resolved by the Founders Committee within such 30-day period, the Founders Committee shall designate either (i) any voting representative serving on the Company Board, the ITGL Board or the ITGE Board, as the case may be, that is not an Affiliate of either Venturer or (ii) another person that is not an Affiliate of either Venturer and is qualified to act as an arbitrator with respect to the particular proposal that is the subject date of the Deadlock (such representative or other person being herein referred to asNotice, the "Third Party Arbitrator"). Such Third Party Arbitrator shall arbitrate the subject each chief executive officer of the Deadlock Ultimate Holding Company of each Participant must (including by telephone or video conference) meet and use all reasonable endeavours acting in accordance with good faith to resolve the rules of the International Chamber of Commerce (the "ICC") in effect on the date hereof and shall have thirty (30) days from his designation to recommend a course of action with respect to such Deadlock by sending written notices setting forth such course of action to the Company Board, the ITGL Board or the ITGE Board, as the case may be, and the Venturers (the "Resolution"). Unless during the 10-Business Day period following receipt of such notice the Venturers mutually agree upon a different course of action than the Resolution (in which event such different course of action shall for purposes of this Agreement be referred to as the "Venturer Resolution"), the Resolution or the Venturer Resolution, as the case may be, shall be final and binding on the Parties and the Venturers shall cause their voting representatives on the Company Board, the ITGL Board or the ITGE Board, as the case may be, to take action accordinglyDeadlock. (e) If there has been no Venturer Resolution and ITGI has not delivered Any resolution of a notice to SG pursuant to Section 11.1(f), following receipt Deadlock under this clause 6.11 will be a valid resolution of the notice of Resolution pursuant Management Committee to Section 11.1(d), SG shall the extent that the senior representatives or chief executive officers (as applicable) agree that the resolution will have the right at any time within a period of thirty (30) days from receipt thereof, by written notice to ITGI, to require ITGI to purchase all, but not less than all, of its Venture Interest for a cash price equal to one hundred-fifty percent (150%) of the applicable Reference Value. Such right shall be exercised by delivery of a written notice by SG to ITGI within such 30-day period. The date of such notice is referred to herein as the "Resolution Put Notice Date". Promptly following the Resolution Put Notice Date, the Venturers shall commence determining the Reference Value as set forth on SCHEDULE 1.1effect. (f) If there has been If: (i) the Joint Venture Interest of each Participant is no Venturer Resolution longer 50% of the aggregate Joint Venture Interests of all Participants; or (ii) Albemarle and SG has not delivered a notice MRL cease to ITGI pursuant to Section 11.1(ebe the Ultimate Holding Companies of AWPL and WLPL, respectively (or of any of their respective Transferee Subsidiaries under clause 12.2), following receipt then the Participants will use reasonable endeavours to negotiate and agree to amend this agreement to make provision for the resolution of the notice of Resolution pursuant to Section 11.1(d)Deadlocks other than on, ITGI shall have the right at any time within a period of thirty (30) days commencing from the receipt thereof, by written notice to SGor in addition, to require SG to sell all, but not less than all, the terms of its Venture Interest for a cash price equal to one hundred-fifty percent (150%) of the applicable Reference Value. Such right shall be exercised by delivery of a written notice by ITGI to SG within such 30-day period. The date of such notice is referred to herein as the "Resolution Call Notice Datethis clause 6.11." Promptly following the Resolution Call Notice Date, the Venturers shall commence determining the Reference Value as set forth on SCHEDULE 1.1. (g) The closing of a purchase and sale pursuant to Section 11.1(e) or 11.1(f) shall occur in accordance with Sections 12.5 and 12.6.