Common use of Deadlock Clause in Contracts

Deadlock. 18.1 If there is a Deadlock in respect of any of the matters, listed in Section 3.1 lit. a), k) to o) and lit q) to u) including such measures at controlled entities of the Company, each Party shall be entitled to send a conciliation notice (the “Conciliation Notice”) to the other Party requiring the Parties to negotiate in good faith to attempt to amicably resolve the Deadlock. If the Deadlock is not resolved within thirty (30) Business Days of the receipt of the Conciliation Notice, then such Deadlock shall jointly be referred to the respective chairman of the Parties who shall within thirty (30) Business Days, take necessary steps on the best efforts to amicably resolve the Deadlock in a commercially reasonable manner. 18.2 If the Deadlock is not resolved in accordance with the provisions of Section 18.1, the Parties are obliged to refer such matter, on which the Deadlock has occurred to the Advisory Board within ten (10) Business Days from expiry of the time period specified in Section 18. 1. The Advisory Board shall try to resolve the matter amicably by unanimous decision, however, the Advisory Board is authorised to decide on such matter by final and binding majority resolution. The Advisory Board shall, in respect of the matter present a decision as soon as practicable immediately after its notification but no later than twenty-one (21) Business Days from the date of its notification (the “Advisory Board Mediation Period”). 18.3 If a dispute is resolved under section 18.1 or 18.2, the Parties shall jointly sign a respective declaration and shall exercise all voting rights and other powers of control available to them to procure that such resolution is fully and promptly carried into effect. 18.4 If the Advisory Board has not provided its decision within the Advisory Board Mediation Period, such Deadlock shall be dropped and the Parties shall continue to carry on the Business in the usual way.

Deadlock. 18.1 13.1 If there is the Directors or the Shareholders are unable to meet or to make a Deadlock decision on a Reserved Matter described in respect of any of the matters, listed in Section 3.1 lit. sub-paragraphs (a), k(b), (e), (g) to oor (i) and lit q— (s), inclusive, of paragraph 5(1) to u) including such measures at controlled entities of the CompanyFifth Schedule to the Articles, or on a Special Reserved Matter described in paragraph 6(1) of the Fifth Schedule to the Articles, respectively, within one (1) month of the earlier of such Reserved Matter or such Special Reserved Matter being:- (a) first requested in writing by a Director or a Shareholder to the Company to convene a meeting of the Board or Shareholders, as the case may be, to consider same if no meeting is held; or (b) if a meeting is held, considered at such meeting by the Directors or the Shareholders, as the case may be, (in each Party shall be entitled case a “deadlock”), then each of the Shareholders shall, within seven (7) days after the expiry of such one (1) month period, cause its appointees on the Board to send a conciliation notice (the “Conciliation Notice”) prepare and circulate to the other Party requiring Shareholder a memorandum or other form of statement setting out their position on the Parties matter in dispute and their reasons for adopting that position. Each memorandum or statement shall be considered by the Shareholder to negotiate in good faith which it is addressed who shall endeavour to attempt to amicably resolve the Deadlockdeadlock. If the Deadlock is not resolved within thirty (30) Business Days Shareholders agree upon a resolution or disposition of the receipt of the Conciliation Notice, then such Deadlock shall jointly be referred to the respective chairman of the Parties who shall within thirty (30) Business Days, take necessary steps on the best efforts to amicably resolve the Deadlock in a commercially reasonable manner. 18.2 If the Deadlock is not resolved in accordance with the provisions of Section 18.1, the Parties are obliged to refer such matter, on which they shall execute a statement setting out the Deadlock has occurred to the Advisory Board within ten (10) Business Days from expiry of the time period specified in Section 18. 1agreed terms. The Advisory Board shall try to resolve the matter amicably by unanimous decision, however, the Advisory Board is authorised to decide on such matter by final and binding majority resolution. The Advisory Board shall, in respect of the matter present a decision as soon as practicable immediately after its notification but no later than twenty-one (21) Business Days from the date of its notification (the “Advisory Board Mediation Period”). 18.3 If a dispute is resolved under section 18.1 or 18.2, the Parties shall jointly sign a respective declaration and Shareholders shall exercise all their voting rights and other powers of control available to them in relation to the Company to procure that such resolution is the agreed terms are fully and promptly carried into effect. 18.4 13.2 If the Advisory Board has deadlock is not provided its decision resolved or disposed of in accordance with Clause 13.1 within thirty (30) days after expiry of the Advisory Board Mediation seven (7) day period, or such longer period as both Shareholders may agree in writing, then the holder of the issued Shares of either class (“the Seller”) may serve a written notice (“a Deadlock Notice”), in the case of the holder of the ‘A’ Shares, on the holder of the ‘B’ Shares, and in the case the Seller is the holder of the ‘B’ Shares, on the holder of the ‘A’ Shares (“the Buyer”), offering to sell (or procure the sale of) all the issued Shares of that class held by the Seller (“the Sale Shares”) to the Buyer or, failing which, to purchase all the Buyer’s Shares in accordance with the following provisions of this Clause. 13.3 The Deadlock Notice shall specify the price at which the Seller is prepared to sell the Sale Shares to the Buyer (“the Deadlock Price”) but shall not include any other condition whatsoever as the provisions of this Agreement shall apply to the Deadlock Notice and the consequential sale or purchase of Shares. 13.4 The Deadlock Notice shall be deemed to: 13.4.1 constitute an offer by the Seller, open for acceptance by the Buyer for one (1) month from the date of service of the Deadlock Notice (“the Buyer Purchase Period”), to sell all (but not some only) of the Sale Shares to the Buyer on the Transfer Terms at the Deadlock Price; and 13.4.2 constitute an alternative offer by the Seller to purchase all (but not some only) of the Buyer’s Shares within seven (7) days after the end of the Buyer Purchase Period on the Transfer Terms at the Deadlock Price if the Buyer does not elect to purchase all the Sale Shares before the expiry of the Buyer Purchase Period, such Deadlock and shall be dropped irrevocable without the written consent of the other Shareholder. For the purposes of this Clause “Transfer Terms” means free from all claims, equities, liens and encumbrances whatsoever together with all rights attaching thereto at the date of service of the Deadlock Notice and subject to the provisions of this Agreement. 13.5 The Buyer may at any time before the expiry of the Buyer Purchase Period serve notice in writing upon the Seller of its desire to accept the offer referred to in Sub-Clause 13.4.1 and to purchase all (but not some only) of the Sale Shares on the terms set out in this Clause (“a Buyer Purchase Notice”) which may not be expressed to be subject to the fulfilment of any condition whatsoever. Upon service of a Buyer Purchase Notice on the Seller the latter shall be bound to sell (upon payment of the Deadlock Price), and the Parties Buyer who has served a Buyer Purchase Notice shall continue be bound to carry purchase (at the Deadlock Price), all the Sale Shares, which the Seller shall transfer on the Business Transfer Terms. 13.6 If the Buyer does not serve a Buyer Purchase Notice before the expiry of the Buyer Purchase Period, the Buyer shall be deemed to have declined the offer by the Seller referred to in sub-clause 13.4.1 and shall be deemed to have accepted the usual waySeller’s alternative offer in Sub-clause 13.4.2 and the Buyer shall be bound to sell (upon payment of the Deadlock Price), and the Seller shall be bound to purchase (at the Deadlock Price), all the Buyer’s Shares within such seven (7) day period, which the Buyer shall transfer on the Transfer Terms. 13.7 In the following sub-clauses, “the Seller” means the holder of the Sale Shares and “the Buyer” means the person who, in accordance with the foregoing provisions of this Clause, has become bound to purchase them.

Deadlock. 18.1 If there 21.1 If:- 21.1.1 ULIMEC and FASC are unable to mutually agree to any Shareholders’ Reserved Matter; or 21.1.2 a quorum is not present at two successive general meetings (or proposed general meetings, including adjourned general meetings) duly convened, and which impasse or lack of quorum has or could have a Deadlock in respect of any of material adverse effect on the matters, listed in Section 3.1 lit. a), k) to o) and lit q) to u) including such measures at controlled entities of Business or the Company, each Party there shall be entitled deemed to send be a conciliation notice deadlock (in this Clause 21 called “the “Conciliation NoticeDeadlock”) between the Shareholders. 21.2 In the event of a Deadlock, the chairman of the respective board of directors of ULIMEC and FASC shall meet and use their reasonable endeavours to the other Party requiring the Parties to negotiate in good faith to attempt to amicably resolve the Deadlock. If the Deadlock is not resolved within thirty (30) Business Days they agree upon a resolution or disposition of the receipt matter, they shall jointly execute a statement setting forth the terms of the Conciliation Notice, then such Deadlock resolution or disposition and the Shareholders shall jointly be referred exercise their voting rights and other powers available to them in relation to the respective chairman of Company to procure that the Parties who shall within thirty (30) Business Days, take necessary steps on the best efforts to amicably resolve the Deadlock in a commercially reasonable mannerresolution or disposition is fully and promptly carried into effect. 18.2 21.3 If the Deadlock is not resolved in accordance with the provisions of Section 18.1, Clause 21.2 within a period of 45 days from the Parties are obliged to refer such matter, date on which the Deadlock has occurred arises or becomes apparent, or such longer period as ULIMEC and FASC may agree in writing, then any Shareholder may, during a period of 60 days thereafter, offer to purchase all the Advisory Board Shares held by the others. 21.4 If no agreement to purchase is reached within ten (10) Business Days from expiry the 60 day time period stipulated in Clause 21.3, then the Company shall be dissolved and the Shareholders shall do all acts and things and execute all necessary documents to dissolve the Company. In the event of a dissolution of the time period specified in Section 18. 1. The Advisory Board shall try to resolve the matter amicably by unanimous decision, howeverCompany, the Advisory Board is authorised Shareholders shall use their best endeavours to decide on such matter by final and binding majority resolution. The Advisory Board shall, in respect procure the due fulfilment of the matter present a decision as soon as practicable immediately after its notification but no later than twenty-one (21) Business Days from obligations of the date of its notification (Company under any contract, agreement and/or arrangement pursuant to which the “Advisory Board Mediation Period”)Company is to provide work, material or services to any person, subject always to commercial and legal considerations. 18.3 If a dispute is resolved under section 18.1 or 18.2, the Parties shall jointly sign a respective declaration and shall exercise all voting rights and other powers of control available to them to procure that such resolution is fully and promptly carried into effect. 18.4 If the Advisory Board has not provided its decision within the Advisory Board Mediation Period, such Deadlock shall be dropped and the Parties shall continue to carry on the Business in the usual way.

Deadlock. 18.1 If there 7.1 This clause applies in any case where: 7.1.1 a matter relating to the affairs of the Company or a Subsidiary has been considered by a meeting of the Board; and 7.1.2 no resolution has been carried at the meeting in relation to the matter by reason of the "A" Shareholder or the "B" Shareholders exercising their rights to prohibit a Restricted Transaction in accordance with clause 4.3.4; and 7.2 the matter is not resolved within 14 days from the date of the meeting as a Deadlock in respect result of any intervention by the Shareholders. Any such case is referred to as a "deadlock". 7.3 In any case of deadlock each of the mattersShareholders shall, listed in Section 3.1 lit. a), k) to o) and lit q) to u) including such measures at controlled entities within seven days of the Companydeadlock arising, each Party shall be entitled cause its appointees on the Board to send a conciliation notice (the “Conciliation Notice”) prepare and circulate to the other Party requiring Shareholder and other Directors a memorandum or other form of statement setting out its position on the Parties matter in dispute and its reasons for adopting that position. Each memorandum or statement shall be considered by the managing director of the "A" Shareholder and to negotiate in good faith Justin Mundy on behalf of the "B" Shareholders (together referred to attempt ▇▇ ▇▇e "Deadlock Representatives") who shall endeavour to amicably resolve the Deadlockdeadlock. If the Deadlock is not resolved within thirty (30) Business Days Representatives agree upon a resolution or disposition of the receipt of the Conciliation Notice, then such Deadlock shall jointly be referred to the respective chairman of the Parties who shall within thirty (30) Business Days, take necessary steps on the best efforts to amicably resolve the Deadlock in a commercially reasonable manner. 18.2 If the Deadlock is not resolved in accordance with the provisions of Section 18.1, the Parties are obliged to refer such matter, on which they shall execute a statement setting out the Deadlock has occurred to the Advisory Board within ten (10) Business Days from expiry of the time period specified in Section 18. 1agreed terms. The Advisory Board shall try to resolve the matter amicably by unanimous decision, however, the Advisory Board is authorised to decide on such matter by final and binding majority resolution. The Advisory Board shall, in respect of the matter present a decision as soon as practicable immediately after its notification but no later than twenty-one (21) Business Days from the date of its notification (the “Advisory Board Mediation Period”). 18.3 If a dispute is resolved under section 18.1 or 18.2, the Parties shall jointly sign a respective declaration and Shareholders shall exercise all the voting rights and other powers of control available to them in relation to the Company to procure that such resolution is the agreed terms are fully and promptly carried into effect. 18.4 7.4 If the Advisory deadlock is not resolved or disposed of in accordance with clause 7.3 within 30 days after expiry of the seven day period, or such longer period as the Shareholders agree in writing, and if it prevents the Company or a Subsidiary from continuing to achieve its business purposes, any Shareholder may by notice in writing to the other Shareholders require that the provisions of this clause 7.4 be applied. Within seven days of the notice in that behalf the Shareholders shall procure that their appointees on the Board has not provided its decision within shall: 7.4.1 make or concur in the Advisory Board Mediation Period, such Deadlock shall be dropped making of a statutory declaration in the terms mentioned in section 89 of the Insolvency Act 1986 (if the state of the Company's affairs admits); and convene an extraordinary general meeting of the Company to consider: the matter from which the deadlock arose; and the Parties passing of a special or extraordinary resolution to place the Company in members' voluntary liquidation (if a declaration is made in accordance with this clause) or (in any other case) in creditors' voluntary liquidation; 7.4.2 where the state of the Company's affairs does not admit of the making of a declaration under clause 7. 4.1 convene a meeting of the Company's creditors in accordance with section 98 of the Insolvency Act 1986. 7.5 In no circumstances shall continue any Shareholder create an "▇▇▇▇▇▇cial deadlock" and then exercise its rights under clause 7.4 to require the winding up of the Company. For this purpose, an "artificial deadlock" is a deadlock caused by any Shareholder, or its appointees on the Board, voting against a proposal the approval of which is required to enable the Company to carry on the Business properly and efficiently in accordance with the usual waygeneral trading principles set out in clause 4.

Deadlock. 18.1 If there is 16.1 This Clause shall apply in any case where a Deadlock in respect of any matter relating to the affairs of the mattersHolding Company has been considered by the Board of Directors but the Board of Directors is unable to reach a unanimous decision where required by Clause 10.2, listed on the matter or in Section 3.1 lit. a), k) to o) and lit q) to u) including such measures at controlled entities the event that a meeting of the CompanyBoard of Directors has been convened in accordance with 10.7 herein and no quorum in accordance with 10.8 has been achieved at said meeting or subsequent reconvened meeting called within the next 10 Days. Any such case is hereinafter referred to as a "deadlock". For purposes of this Clause 16, Drillpetro and Techdrill shall be deemed to be one Shareholder for as long as they are under common control. 16.2 In any case of deadlock, each Party of the Shareholders shall be entitled within seven (7) Days of such deadlock having arisen or become apparent, cause its appointees on the Board of Directors to send a conciliation notice (the “Conciliation Notice”) prepare and circulate to the other Party requiring Shareholders and other Directors a memorandum or other form of statement setting out its position on the Parties matter in dispute and its reasons for adopting such position. Each such memorandum or statement shall be considered by the Managing Director (or equivalent officer) of each Shareholder then holding office who shall respectively use their reasonable endeavours to negotiate in good faith to attempt to amicably resolve the Deadlocksuch dispute. If the Deadlock is not resolved within thirty (30) Business Days of the receipt of the Conciliation Notice, then such Deadlock shall jointly be referred to the respective chairman of the Parties who shall within thirty (30) Business Days, take necessary steps on the best efforts to amicably resolve the Deadlock in they agree upon a commercially reasonable manner. 18.2 If the Deadlock is not resolved in accordance with the provisions of Section 18.1, the Parties are obliged to refer such matter, on which the Deadlock has occurred to the Advisory Board within ten (10) Business Days from expiry of the time period specified in Section 18. 1. The Advisory Board shall try to resolve the matter amicably by unanimous decision, however, the Advisory Board is authorised to decide on such matter by final and binding majority resolution. The Advisory Board shall, in respect resolution or disposition of the matter present a decision as soon as practicable immediately after its notification but no later than twenty-one (21) Business Days from the date of its notification (the “Advisory Board Mediation Period”). 18.3 If a dispute is resolved under section 18.1 or 18.2, the Parties they shall jointly sign execute a respective declaration statement setting forth the terms of such resolution or disposition and the Shareholders shall exercise all the voting rights and other powers of control available to them in relation to the Holding Company to procure that such resolution or disposition is fully and promptly carried into effect. 18.4 16.3 If the Advisory Board dispute has not been resolved in accordance with the provisions set out above within fifteen (15) Days after delivery of the memorandum or statement mentioned herein or such longer period as the Shareholders may agree in writing then any Shareholder (the "Offeror") may serve a notice in writing (the "Offer Notice") on both of the other Shareholders (the "Offerees") of its desire to resolve the position by offering to sell its Shares (the "Offerors Shares") to the Offerees pro-rata to each of the Offerees participation in the Holding Company or, failing which, to purchase one or both of the Offerees, Shares at the same price. 16.4 The Offer Notice shall be expressed to: (i) constitute an offer, open for acceptance by each Offeree for 90 Days from the date of service of the Offer Notice ("Offeree Purchase Period") by the Offeror to sell at a specified price (the "Sale Price") (but on no other conditions) all (but not some only) of the Offeror's Shares to each of the Offerees pro-rata to the Offerees participation in the Holding Company; (ii) constitute an Offer by the Offeror to purchase all (but not some only) of each of the Offeree's Shares at the Sale Price in accordance with the provisions of this paragraph on the business day (as defined in Clause 20.3) falling 30 Days after the end of the Offeree Purchase Period provided that such Offeree has not exercised its decision within right to purchase the Advisory Board Mediation Offerors Shares before the end of the Offeree Purchase Period; and (iii) be irrevocable without the written consent of all Shareholders. 16.5 Each Offeree may at any time before the expiry of the Offeree Purchase Period serve notice in writing upon the Offeror of its desire to purchase all (but not some only) of the Offeror's Shares offered to it at the Sale Price (the "Offeree Purchase Notice") which may not be expressed to be subject to the fulfillment of any conditions whatsoever. Upon service of an Offeree Purchase Notice on the Offeror, the Offeror shall be bound to sell, and the Offeree shall be bound to purchase, all the Offerors Shares offered to it at the Sale Price, which the Offeror shall transfer free from all claims, equities, liens and encumbrances together with all rights attached thereto, 16.6 If either Offeree does not serve an Offeree Purchase Notice before the expiry of the Offeree Purchase Period, such Deadlock it shall be dropped deemed to have declined the offer constituted by the Offer Notice to sell the Offeror Shares to the Offeree and such Offeree shall be bound to sell, and the Parties Offeror shall continue be bound to carry purchase, all such Offeree's Shares at the Sale Price and which such Offeree shall transfer free from all claims, equities, liens, charges and encumbrances together with all rights attached thereto. 16.7 Completion of any sales and purchases contemplated by this Clause 16 shall take place within fourteen Days of such sale and purchase obligation becoming binding as above written and the selling party(ies) shall deliver to the purchasing party(ies) executed transfer(s) and documents of title in exchange for a banker's draft drawn on a first class U.S. bank for an amount equal to the relevant Sale Price. Each of the Shareholders appoints the other Shareholders irrevocably and by way of security for the performance of their respective obligations under this Clause 16 its attorney to execute any necessary document required to be executed by it under the provision of this Clause 16. 16.8 In the event that more than one Offer Notice is served, the notice first served shall prevail. In the event that more than one Offer Notice is served simultaneously, then the Offer Notice with the higher Sale Price shall prevail. 16.9 In the event that, at the time of any failure to find a resolution or disposition in accordance with sub-clause 16.3 above, there are only two Shareholders, the provisions of this Clause 16 shall apply mutatis mutandis. 16.10 In the event that a Party, pursuant to the provisions of this Clause 16 or those of Clause 14 (Transfer of Shares), has disposed or is disposing of the whole of its interest in the Holding Company (the "Disposing Party"), then if the Disposing Party has during the course of its participation in the joint venture been required to provide to any Lender or Lenders guarantee(s) of the performance by the Holding Company of any of its obligations under any loan or security documentation executed in favour of such Lender(s) or any counter indemnities in favour of any third party(ies) and such guarantee(s) or counter indemnities is/are still outstanding and in full force and effect at the time of the disposition by the Disposing Party of its interest in the Holding Company, then at the option of the Disposing Party and having regard to the requirements of any Lender(s), either:- (i) the acquirer of such interest from the Disposing Party or the remaining Shareholder(s) shall issue replacement guarantee(s)/counter indemnities in favour of and satisfactory to such Lender(s)/third party(ies) on the Business same terms as those guarantee(s)/counter indemnities originally provided to such Lender(s)/third party(ies) by the Disposing Party whose guarantee(s)/counter indemnities shall then be deemed terminated; or (ii) the acquirer of such interest or the remaining Shareholder(s) shall be obliged to procure the issue of an indemnity in favour of the Disposing Party and its Affiliate(s) in respect of such guarantee(s)/counter indemnities by a company of substance or reputable bank or lending institution acceptable to the Disposing Party and in a form reasonably satisfactory to the Disposing Party. 16.11 In the event that a Party, has pursuant to the provisions of this Clause 16 or those of Clause 14, disposed of the whole of its Interest in the usual wayHolding Company, that Party shall be entitled to receive for the benefit of its relevant Affiliate from the acquirer or acquirers of aforesaid interest an early termination fee for termination of management (if that occurs) equal to the aggregate of the number of Days of management fee lost between date of transfer of sale of shares and the final date of the firm term of the Charter discounted at ten per cent (10%) per annum.

Deadlock. 18.1 If there 21.1 If:- 21.1.1 ▇▇▇▇▇▇▇▇▇▇▇ # ▇ and FASC are unable to mutually agree to any Shareholders’ Reserved Matter; or 21.1.2 a quorum is not present at two successive general meetings (or proposed general meetings, including adjourned general meetings) duly convened, and which impasse or lack of quorum has or could have a Deadlock in respect of any of material adverse effect on the matters, listed in Section 3.1 lit. a), k) to o) and lit q) to u) including such measures at controlled entities of Business or the Company, each Party there shall be entitled deemed to send be a conciliation notice deadlock (in this Clause 21 called “the “Conciliation NoticeDeadlock”) between the Shareholders. 21.2 In the event of a Deadlock, the chairman of the respective board of directors of SHAREHOLDER # 1 and FASC shall meet and use their reasonable endeavours to the other Party requiring the Parties to negotiate in good faith to attempt to amicably resolve the Deadlock. If the Deadlock is not resolved within thirty (30) Business Days they agree upon a resolution or disposition of the receipt matter, they shall jointly execute a statement setting forth the terms of the Conciliation Notice, then such Deadlock resolution or disposition and the Shareholders shall jointly be referred exercise their voting rights and other powers available to them in relation to the respective chairman of Company to procure that the Parties who shall within thirty (30) Business Days, take necessary steps on the best efforts to amicably resolve the Deadlock in a commercially reasonable mannerresolution or disposition is fully and promptly carried into effect. 18.2 21.3 If the Deadlock is not resolved in accordance with the provisions of Section 18.1, Clause 21.2 within a period of 45 days from the Parties are obliged to refer such matter, date on which the Deadlock has occurred arises or becomes apparent, or such longer period as ▇▇▇▇▇▇▇▇▇▇▇ # ▇ and FASC may agree in writing, then any Shareholder may, during a period of 60 days thereafter, offer to purchase all the Advisory Board Shares held by the others. 21.4 If no agreement to purchase is reached within ten (10) Business Days from expiry the 60 day time period stipulated in Clause 21.3, then the Company shall be dissolved and the Shareholders shall do all acts and things and execute all necessary documents to dissolve the Company. In the event of a dissolution of the time period specified in Section 18. 1. The Advisory Board shall try to resolve the matter amicably by unanimous decision, howeverCompany, the Advisory Board is authorised Shareholders shall use their best endeavours to decide on such matter by final and binding majority resolution. The Advisory Board shall, in respect procure the due fulfilment of the matter present a decision as soon as practicable immediately after its notification but no later than twenty-one (21) Business Days from obligations of the date of its notification (Company under any contract, agreement and/or arrangement pursuant to which the “Advisory Board Mediation Period”)Company is to provide work, material or services to any person, subject always to commercial and legal considerations. 18.3 If a dispute is resolved under section 18.1 or 18.2, the Parties shall jointly sign a respective declaration and shall exercise all voting rights and other powers of control available to them to procure that such resolution is fully and promptly carried into effect. 18.4 If the Advisory Board has not provided its decision within the Advisory Board Mediation Period, such Deadlock shall be dropped and the Parties shall continue to carry on the Business in the usual way.