Common use of Deadlocks Clause in Contracts

Deadlocks. (a) 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 is the subject matter of the proposed resolution and such proposed resolution was not passed in accordance with the 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) Within five (5) Business Days of the date of the Deadlock Notice, the Other Participants must promptly designate, by written notice to the Initiating Participant, senior representatives who will have authority to resolve the Deadlock 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 resolve the Deadlock within ten (10) Business Days after the date of the Deadlock Notice. (d) If the Deadlock is not resolved under clause 6.11(c), then within fifteen (15) Business Days of the date of the Deadlock Notice, each chief executive officer of the Ultimate Holding Company of each Participant must (including by telephone or video conference) meet and use all reasonable endeavours acting in good faith to resolve the Deadlock. (e) Any resolution of a Deadlock under this clause 6.11 will be a valid resolution of the Management Committee to the extent that the senior representatives or chief executive officers (as applicable) agree that the resolution will have such effect. (f) If: (i) the Joint Venture Interest of each Participant is no longer 50% of the aggregate Joint Venture Interests of all Participants; or (ii) Albemarle and MRL cease to be the Ultimate Holding Companies of AWPL and WLPL, respectively (or of any of their respective Transferee Subsidiaries under clause 12.2), then the Participants will use reasonable endeavours to negotiate and agree to amend this agreement to make provision for the resolution of Deadlocks other than on, or in addition, to the terms of this clause 6.11.

Deadlocks. (a) Following If the Voting Members are unable to reach a meeting determination on any matter for which the unanimous approval of the Management Committee at which one (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 more) Participants (via their Representatives) have voted in favour the Voting Members, as applicable, to agree on any such matter or due to the failure of a proposed resolution and other Participants (via their Representatives) have voted against Voting Member, or the proposed resolution Directors appointed by a Voting Member, to participate in the governance of the decision 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 is was the subject matter of such proposal, unless and until the proposed resolution and such proposed resolution was not passed Board of Directors or Voting Members so act(s) in accordance with the agreement provisions of this Agreement. The Deadlock shall be addressed in the below manner. (Deadlock), a Participant (Initiating Participanta) may give written notice (The Deadlock Notice) shall initially be referred to the other Participants Aspen Directors and the Coty Directors, who shall negotiate in good faith for a period of ten (Other Participants10) 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 days in an attempt to resolve the Deadlock on its behalfreach resolution. (b) Within If the negotiations prescribed in section (a) are unsuccessful, the Deadlock shall be escalated to the Chief Executive Officer of Coty and Founder, who shall negotiate in good faith for a period of thirty (30) days in an attempt to reach resolution. (c) If 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 Mediation Procedures then in effect. The mediation will be conducted by a single mediator selected in good faith by the mutual written agreement of the Voting Members; provided, that if the Voting Members do not jointly select such arbitrator within five (5) Business Days of submission of the Deadlock for mediation, 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 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 exceed thirty (30) days following the date of the Deadlock Notice, the Other Participants must promptly designate, by written notice to the Initiating Participant, senior representatives who will have authority to resolve the Deadlock 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 resolve the Deadlock within ten (10) Business Days after the date of the Deadlock Noticesubmission. (d) If Prior to the fifth (5th) anniversary of the date of this Agreement, if a resolution of the Deadlock is not resolved under clause 6.11(c)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 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 the date submission of the Deadlock Noticefor arbitration, each chief executive officer of such arbitrator shall be selected by the Ultimate Holding Company of each Participant must (including by telephone or video conference) meet AAA in accordance with its Commercial Arbitration Rules and use all reasonable endeavours acting Mediation Procedures then in effect. The Voting Members will cooperate in good faith to resolve with the DeadlockAAA 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) Any resolution After the fifth (5th) anniversary of the date of this Agreement, if a Deadlock under this clause 6.11 will be a valid resolution of the Management Committee to Deadlock is not reached after the extent procedures set forth in Section 8.13(c) have been completed, and if one or more Deadlocks are in effect for consecutive or non-consecutive periods that exceed, in the senior representatives or chief executive officers aggregate, three hundred and sixty five (as applicable365) agree that the resolution will have such effect. days (f) If: (i) the Joint Venture Interest of each Participant is no longer 50% of the aggregate Joint Venture Interests of all Participants; or (ii) Albemarle and MRL cease to be the Ultimate Holding Companies of AWPL and WLPL, respectively (or of any of their respective Transferee Subsidiaries under clause 12.2a “One Year Deadlock”), then Coty shall, in its sole discretion, have the Participants will use reasonable endeavours right to negotiate and agree exercise its rights pursuant to amend this agreement to make provision for the resolution of Deadlocks other than on, or in addition, to the terms of this clause 6.11Section 11.3(d).

Deadlocks. (a) Following a meeting of The parties agree that all Deadlocks on the Management Committee at which one (Company Board, the ITGL Board 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 is the subject matter of the proposed resolution and such proposed resolution was not passed ITGE Board shall be resolved in accordance with this Article 11. (b) A deadlock (a "Deadlock") shall be deemed to have occurred upon the agreement (Deadlock)failure of the Company Board, the ITGL Board or the ITGE Board, as the case may be, to reach a Participant (Initiating Participant) 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 give written notice (Deadlock Notice) to the other Participants (Other Participants) whichbe,: (i) identifies the proposed resolution which was not passed at the meeting approval of the Management Committee; andany annual budget; (ii) designates approval of a senior representative Capital Call in excess of the Initiating Participant who will have 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 authority purpose and strategic direction of the JV Business from that set forth in the Business Plan; or (vi) decisions relating to resolve the Deadlock on its behalfhiring, firing or compensation of the chief executive officer of the Company. (bc) Within five 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 (520) Business Days days of the date of the Deadlock Notice, the Other Participants must promptly designatevote which give rise to such Deadlock, by written notice to the Initiating Participantother voting representatives on such board, senior representatives who will have authority and to resolve the Founders Committee, refer the Deadlock on their behalf. (c) Each Participant's senior representatives designated under clauses 6.11(a) 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 6.11(b) must meet and use all reasonable endeavours acting any resulting Deadlock shall again be resolved in good faith to resolve the Deadlock within ten (10) Business Days after the date of the Deadlock Noticeaccordance 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 resolved under clause 6.11(c), then within fifteen an Affiliate of either Venturer or (15ii) Business Days another person that is not an Affiliate of either Venturer and is qualified to act as an arbitrator with respect to the date particular proposal that is the subject of the Deadlock Notice(such representative or other person being herein referred to as, each chief executive officer the "Third Party Arbitrator"). Such Third Party Arbitrator shall arbitrate the subject of the Ultimate Holding 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 each Participant must such notice the Venturers mutually agree upon a different course of action than the Resolution (including by telephone in which event such different course of action shall for purposes of this Agreement be referred to as the "Venturer Resolution"), the Resolution or video conference) meet the Venturer Resolution, as the case may be, shall be final and use all reasonable endeavours acting in good faith 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 resolve the Deadlocktake action accordingly. (e) Any resolution 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 Deadlock under this clause 6.11 will be a valid resolution written notice by SG to ITGI within such 30-day period. The date of such notice is referred to herein as the Management Committee to "Resolution Put Notice Date". Promptly following the extent that Resolution Put Notice Date, the senior representatives or chief executive officers (Venturers shall commence determining the Reference Value as applicable) agree that the resolution will have such effectset forth on SCHEDULE 1.1. (f) If: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. (ig) the Joint Venture Interest The closing of each Participant is no longer 50% of the aggregate Joint Venture Interests of all Participants; or (iia purchase and sale pursuant to Section 11.1(e) Albemarle or 11.1(f) shall occur in accordance with Sections 12.5 and MRL cease to be the Ultimate Holding Companies of AWPL and WLPL, respectively (or of any of their respective Transferee Subsidiaries under clause 12.2), then the Participants will use reasonable endeavours to negotiate and agree to amend this agreement to make provision for the resolution of Deadlocks other than on, or in addition, to the terms of this clause 6.1112.6.