Resolution of Deadlock. Upon the occurrence of a Deadlock, Panasonic and Tower shall discuss in good faith and promptly decide the resolution of the Deadlock, including (i) the sale of all the Shares held by a Shareholder to the other Shareholder (including the price of the Shares and the burden of expenses), (ii) dissolution and liquidation of the Company and (iii) divestiture of the Company Business. If, in spite of their good faith discussions, Panasonic and Tower fail to agree on the resolution of the Deadlock, the Parties will submit the issue to the determination of an arbitrator appointed pursuant to Section 13.5(b).
Resolution of Deadlock. 9.2.1 Subject to Clause 9.1.2, in the event of a JV Deadlock, the following steps shall be taken in attempting to resolve the same:
Resolution of Deadlock. If there is a Deadlock: (a) HBE and the Founders (through their respective senior management) will meet and in good faith try to resolve the Deadlock within 10 Business Days; (b) if HBE and the Founders are unable to resolve the Deadlock within 10 Business Days, HBE and the Founders must each must nominate a person with authority to settle the Deadlock for the purpose of resolving the Deadlock, and must ensure that their authorised representatives meet to endeavour to resolve the Deadlock within a further 10 Business Days; (c) the Business will continue at the same rate and otherwise in accordance with the then current Annual Business Plan and Budget while the Deadlock continues; and (d) if HBE and the Founders are ultimately unable to resolve the Deadlock pursuant to this clause 5.2, the Deadlock must be submitted to an expert appointed under, and subject to, the Resolution Institute Expert Determination Rules 2016 and the parties acknowledge and agree that: (i) the expert will act as an expert and not an arbitrator; (ii) the expert's decision will be binding on the parties in the absence of manifest error; and (iii) the allocation of costs between the parties and the procedures of the process will be as determined by the expert.
Resolution of Deadlock. Deadlock at Board level
Resolution of Deadlock. 12.1 Subject to clause 12.8 if within fourteen (14) days of the service of a Deadlock Notice the Shareholders fail to resolve the dispute to which such Deadlock Notice relates either Shareholder may serve a Deadlock Resolution Notice on the other Shareholder within five (5) Business Days. A Deadlock Resolution Notice is a notice served by a Shareholder on the other in which the server offers, at the price for each Share specified in the notice (in cash and not on deferred terms), either to: (i) sell all its Shares in the JVCo to the recipient of the notice; or (ii) to buy all the recipient's Shares in the JVCo.
Resolution of Deadlock. If a Deadlock occurs, then such Deadlock shall promptly be submitted, by any Member, to the dispute resolution procedure set forth in Section 12.17 hereof ("ADR"). If the Members or Representatives, as the case may be, are unable to resolve the dispute after complying with the procedures set forth on the ADR, then either Member may terminate the LLC in accordance with the provisions of Section 11.1. Further, if the dispute is not resolved and the LLC is dissolved as provided in the preceding sentence, the Neutral Party shall be instructed to issue an opinion whether or not, based on a preponderance of the evidence the Neutral Party has seen or observed during the ADR that either of the Members has used the provisions of this Section 8.1 as a means to force a dissolution of the LLC in order to avoid the transfer or withdrawal procedures set forth in Article X or dissolution and liquidation procedures set forth in Article XI. If the Neutral Party's opinion concludes that one of the Members has used the provisions of this Section 8.1 in such a manner then an "Improper Deadlock" shall be deemed to have occurred. In such case, the Member not responsible for improper use of the provisions of Section 8.1 shall be referred to as the "Non-deadlock Member." If an Improper Deadlock has occurred then the Non-deadlock Member shall have the right to terminate the Agreement and receive a Termination Transition Fee in accordance with Section 11.1(c) hereof.
Resolution of Deadlock. (a) Good-faith Discussions among Senior Executives of the Parties If any Deadlock occurs, each Party shall first delegate two (2) senior executives to participate in good-faith discussions to resolve the Deadlock. The Parties agree that such good-faith discussions shall be held at least three (3) times within 6 months after the service of the notice, unless the Deadlock is resolved at an earlier point in time.
Resolution of Deadlock. 10.1 A Deadlock Resolution Notice is a notice served by one Shareholder on the other in which the server offers, at the price for each Share specified in the notice (in cash and not on deferred terms), either to sell all its Shares in the Investment Vehicle to the recipient of the notice or to buy all the recipient's Shares in the Investment Vehicle.
Resolution of Deadlock. (a) If the Members are unable to agree upon any Major Decision with respect to an Investment for more than fifteen (15) days (such fifteen day period, the “Deadlock Notice Period”) following delivery of written notice from one to the other of the existence of a deadlock (each, a “Deadlock Notice”) then Ashford shall have the right to purchase the Investor’s indirect interest in the Subsidiary holding such Investment in accordance with the terms of this Section 7.05. Ashford shall notify the Investor in writing of its election within ten (10) days following the expiration of the Deadlock Notice Period (the “Ashford Election Period”), and such written notice shall be accompanied by a non-refundable deposit in the amount of five percent (5 %) of the Put Purchase Price payable by Ashford as determined pursuant to Section 7.05(c). Ashford shall thereafter close on the acquisition of the Investor’s indirect interest in such Subsidiary on such date as is specified in the Ashford Election, which shall not be more than seventy-five (75) days nor earlier than twenty (20) days following the expiration of the Deadlock Notice Period, all in accordance with the terms of Section 7.02 as if Ashford were the acquiring Member. Any failure by Ashford to deliver the Ashford Election within the Ashford Election Period shall constitute an election not to acquire the Investor’s indirect interest in such Subsidiary.
Resolution of Deadlock. In the event of a Deadlock Event, either Shareholder may deliver notice of a meeting of the Shareholders (an "EMERGENCY NOTICE") to the other Shareholder, and they shall immediately meet at a time and place mutually agreed upon or, if no time and place is agreeable, at Newco Finance's principal place of business at 10:00 a.m. on the fifteenth (15th) day after the date of such Emergency Notice. Notwithstanding anything in this Agreement to the contrary, if either Shareholder does not attend such meeting, either Shareholder may immediately invoke the provisions of SECTION 6.4.
