Common use of Deadlock Clause in Contracts

Deadlock. In the event the Joint Venturers are divided on a material issue and cannot agree on the conduct of the business and affairs of the Joint Venture, then a deadlock between the Joint Venturers shall be deemed to have occurred. Upon the occurrence of a deadlock, one Joint Venturer (hereinafter referred to as the "Offeror") may elect to purchase the Joint Venture interest of the other Joint Venturer (hereinafter referred to as the "Offeree") at a price calculated as the Offeree's percentage interest in a total purchase price for all of the assets of the Joint Venture. The Offeror shall notify the Offeree in writing of the offer to purchase, stating the total purchase price for all of the assets of the Joint Venture, and the price offered for the Offeree's Joint Venture interest expressed as the Offeree's percentage interest in the Joint Venture assets multiplied by the total purchase price for all of the assets of the Joint Venture. The Offeree shall have the right to buy the interest of the Offeror at the designated price and terms, or to sell the Offeree's interest to the Offeror at the designated price and terms, whichever the Offeree may elect. The offer, when made by the Offeror, is irrevocable for thirty (30) days. The Offeree shall have ten (10) days from the receipt of such offer to make its election, that is, either to buy such interest of the Offeror or to sell its own interest, which shall be made in writing executed by the Offeree and stating the nature of the election. A Joint Venturer which is obligated to purchase the interest of another Joint Venturer pursuant to the provisions hereof shall have twenty (20) days from the date of receipt of the written election from such other Joint Venturer to pay the designated price and satisfy the terms of such purchase. Should the Joint Venturer who has received an offer to sell or buy fail to make the election required herein in a timely fashion, then such non-responding party shall be deemed to have elected and agreed to sell or buy, as the case may be, according to the terms of the offer.

Appears in 5 contracts

Samples: Joint Venture Agreement (Quanta Inc), Joint Venture Agreement (eCrypt Technologies, Inc.), Joint Venture Agreement (Oxford City Football Club, Inc.)

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Deadlock. In the event the Joint Venturers are divided on a material issue and cannot agree on the conduct of the business and affairs of the Joint Venture, then a deadlock between the Joint Venturers shall be deemed to have occurred. Upon the occurrence of a deadlock, one Joint Venturer (hereinafter referred to as the "Offeror") may elect to purchase the Joint Venture interest of the other Joint Venturer (hereinafter referred to as the "Offeree") at a price calculated as the Offeree's percentage interest in a total purchase price for all of the assets of the Joint Venture. The Offeror shall notify the Offeree in writing of the offer to purchase, stating the total purchase price for all of the assets of the Joint Venture, and the price offered for the Offeree's Joint Venture interest expressed as the Offeree's percentage interest in the Joint Venture assets multiplied by the total purchase price for all of the assets of the Joint Venture. The Offeree shall have the right to buy the interest of the Offeror at the designated price and terms, or to sell the Offeree's interest to the Offeror at the designated price and terms, whichever the Offeree may elect. The offer, when made by the Offeror, is irrevocable for thirty (30) days. The Offeree shall have ten (10) days from the receipt of such offer to make its election, that is, either to buy such interest of the Offeror or to sell its own interest, which shall be made in writing executed by the Offeree and stating the nature of the election. A Joint Venturer which is obligated to purchase the interest of another Joint Venturer pursuant to the provisions hereof shall have twenty (20) days from the date of receipt of the written election from such other Joint Venturer to pay the designated price and satisfy the terms of such purchase. Should the Joint Venturer who has received an offer to sell or buy fail to make the election required herein in a timely fashion, then such non-responding party shall be deemed to have elected and agreed to sell or buy, as the case may be, according to the terms of the offer.

Appears in 3 contracts

Samples: Joint Venture Agreement (Bravatek Solutions, Inc.), Joint Venture Agreement (Bravatek Solutions, Inc.), Joint Venture Agreement (Bravatek Solutions, Inc.)

Deadlock. In the event a Joint Venturer(s) shall refuse to consent to the exercise of any power set forth in Section 6.03.a when the majority of the percentage ownership (as set forth in Article III) of the Joint Venture have so agreed or consented, or in the event the Joint Venturers are divided on a material issue and cannot agree on the conduct of the business and affairs of the Joint Venture, then a deadlock between the Joint Venturers shall be deemed to have occurred. Upon the occurrence of a deadlock, one the other Joint Venturer Venturers (hereinafter referred to as the "OfferorOfferors") may elect to purchase the Joint Venture interest of the other Joint Venturer Venturer(s) refusing to consent to the exercise of such power or to proposals relative to the conduct of the business and affairs of the Joint Venture (hereinafter referred to as the "Offeree") at a the price calculated as the Offeree's percentage interest in a the total purchase price value (as determined solely by the Offerors without the need for outside assistance) of all of the assets of the Joint Venture, but such total value shall never be less than their book value. The Offeror Offerors shall notify the Offeree in writing of the offer election to purchase, stating the total purchase price for value of all of the assets of the Joint Venture, and the price offered for the Offeree's Joint Venture interest expressed as the Offeree's percentage interest in the Joint Venture assets (as set forth in Article III) multiplied by the total purchase price for value of all of the assets of the Joint Venture. The Offeree shall have the right to buy the interest of the Offeror at Offerors on the designated price and termssame terms based upon the Offerors' percentage interests in the total value of all Joint Venture assets (as stated by the Offerors), or to sell the Offeree's interest to the Offeror Offerors at the designated price and terms, whichever the Offeree may elect. The offer, when made by the Offeror, is irrevocable for Offeree shall have thirty (30) days. The Offeree shall have ten (10) days from the receipt of such offer to make his, her or its election, that is, either to buy such interest of the Offeror Offerors or to sell his, her or its own interest, which shall be made in writing executed by the Offeree and stating the nature of the election. A Joint Venturer which who is then obligated to purchase the interest of another Joint Venturer pursuant to the provisions hereof shall have twenty (20) days from the date of receipt of the written election from such other Joint Venturer to pay the designated specified price and satisfy the terms of such purchase. Should the Joint Venturer who has received an offer to sell or buy fail to make the election required herein in a timely fashion, then such non-responding party shall be deemed to have elected and agreed to sell or buy, as the case may be, according to the terms of the offer.

Appears in 1 contract

Samples: Joint Venture Agreement (Back Yard Burgers Inc)

Deadlock. In the event the Joint Venturers Parties are divided on a material issue and cannot agree on the conduct of the business and affairs there's of the Joint Ventureproject, then a deadlock between the Joint Venturers parties shall be deemed to have occurred. Upon the occurrence of a deadlock, one Joint Venturer (hereinafter referred to as the "Offeror") party may elect to purchase the Joint Venture interest of the other Joint Venturer (hereinafter referred to as the "Offeree") at a price calculated as the Offeree's percentage interest in a total purchase price for all of the assets of the Joint VentureProject. The Offeror offeror shall notify the Offeree offeree in writing of the offer to purchase, stating the total purchase price for all of the assets of the Joint VentureProject, and the price offered for the Offeree's Joint Venture ’s project interest expressed as the Offeree's percentage interest in the Joint Venture Project assets multiplied by the total purchase price for of all of the assets of the Joint VentureProject. The Offeree shall have the right to buy the interest of the Offeror Offer were at the designated price and terms, or to sell the Offeree's interest to the Offeror offeror at the designated price and terms, terms whichever the Offeree offeree may elect. The offer, when made by the Offeror, offeror is irrevocable for thirty (30) 30 days. The Offeree shall have ten (10) 10 days from the receipt of such offer to make its election, that is, either to buy such interest of the Offeror Offer or to sell its own interest, which shall be made in writing executed by the Offeree and stating the nature of the election. A Joint Venturer party which is obligated to purchase the interest of another Joint Venturer Party pursuant to the provisions hereof shall have twenty (20) 20 days from the date of receipt of the written election from such other Joint Venturer party to pay the designated price and satisfy the terms of such purchase. Should the Joint Venturer Party who has received an offer to sell or buy fail failed to make the election required herein in a timely fashion, then such non-responding party shall be deemed to have elected and agreed to sell or buy, as the case may be, according to the terms of the offer.

Appears in 1 contract

Samples: Option Agreement (Modern International Ventures Inc)

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Deadlock. In the event the Joint Venturers are divided on a material issue and cannot agree on the conduct of the business and affairs of the Joint Venture, then a deadlock between the Joint Venturers shall be deemed to have occurred. Upon the occurrence of a deadlock, one Joint Venturer Ventures (hereinafter referred to as the "Offeror") may elect to purchase the Joint Venture interest of the other Joint Venturer Ventures (hereinafter referred to as the "Offeree") at a price calculated as the Offeree's ’s percentage interest in a total purchase price for all of the assets of the Joint Venture. The Offeror shall notify the Offeree in writing of the offer to purchase, stating the total purchase price for all of the assets of the Joint Venture, and the price offered for the Offeree's ’s Joint Venture interest expressed as the Offeree's ’s percentage interest in the Joint Venture assets multiplied by the total purchase price for all of the assets of the Joint Venture. The Offeree shall have the right to buy the interest of the Offeror at the designated price and terms, or to sell the Offeree's ’s interest to the Offeror at the designated price and terms, whichever the Offeree may elect. The offer, when made by the Offeror, is irrevocable for thirty (30) days. The Offeree shall have ten (10) days from the receipt of such offer to make its election, that is, either to buy such interest of the Offeror or to sell its own interest, which shall be made in writing executed by the Offeree and stating the nature of the election. A Joint Venturer which is obligated to purchase the interest of another Joint Venturer pursuant to the provisions hereof shall have twenty (20) days from the date of receipt of the written election from such other Joint Venturer to pay the designated price and satisfy the terms of such purchase. Should the Joint Venturer who has received an offer to sell or buy fail to make the election required herein in a timely fashion, then such non-responding party shall be deemed to have elected and agreed to sell or buy, as the case may be, according to the terms of the offer.

Appears in 1 contract

Samples: Joint Venture Agreement (Ameri Metro, Inc. (Formerly Yellowwood))

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