Board Deadlock. In the event that any vote of the Board results in a Deadlock, except as otherwise expressly provided in this Agreement, such Deadlock shall be resolved pursuant to the dispute resolution procedures set forth in Article 22.
Board Deadlock. In the event that the Directors become deadlocked or otherwise reach an impasse with respect to any aspect of the management or operation of the Company or the Company's assets, the Directors, by majority vote of the Directors then serving, shall select an unrelated third party to resolve the deadlock or other impasse, and the resolution of such unrelated third party shall be binding on the Directors and all of the Shareholders. To this end, the Shareholders agree to elect as Directors, as the case may be, only those individuals who are willing, if required, to implement the terms of this subparagraph 2.
Board Deadlock. If at any time WPP and IDM or their respective successors (the “Deadlocked Parties”) reach a Deadlock (as defined below), and the Deadlocked Parties fail to resolve the Deadlock within forty-five (45) days, then the following procedures will apply.
(a) The Deadlocked Parties shall first submit the deadlocked issue to non-binding mediation by an internationally recognized business executive selected jointly by WPP and IDM, with at least ten (10) years experience in the international textile industry who is independent and has not been affiliated with WPP, WPH, IDM or any Affiliated Entities of any of them during the previous three (3) years.
(b) If WPP and IDM fail to agree on a mediator within fifteen (15) days of either party declaring that the Deadlock cannot be resolved by the parties, or if the Deadlock remains unresolved within thirty (30) days after the appointment of the mediator (the date of any such event being referred to as the “9.6(b) Date”), then either Deadlocked Party may declare the Deadlock irresolvable, in which case the Deadlocked Parties will implement the Buy-Sell Procedures with the effects specified in Section 9.2, provided that if the Buy-Sell procedures are implemented prior to the fifth anniversary of the Closing then
(i) WPP shall not have the option provided in Section 9.2(a) to require IDM to specify the price, but shall itself be required to make a Buy-Sell Offer to which IDM shall be required to respond in accordance with Section 9.2(b), and
(ii) the purchase price per share specified in such Buy-Sell Offer must not be less than an amount equal to an amount resulting from dividing (A) the value of all the Company’s assets as shown on the Company’s most recent regularly prepared balance sheet plus the amount of any outstanding irrevocable commitments of Company to purchase items of equipment which are not accounted for in the book value of Company’s assets, minus the value of all liabilities shown on such balance sheet, by (B) the total number of outstanding shares of the Company.
(c) A “Deadlock” shall be deemed to have occurred if
(i) at any two successive duly called meetings of the Board either or both, or any combination of, (A) or (B) occur: (A) a matter has been proposed by one party, has been brought to a vote, has received the support of at least two Directors nominated by the proposing party, and has failed to receive the vote of at least two Directors nominated by the other party, or (B) one or more Directors appoin...
Board Deadlock. A Board deadlock (“Board Deadlock”) will be deemed to occur where a duly convened meeting of the Board fails to take affirmative action on a matter set out in:
4.3.1 Clause 17.6.1 (Budgets)
4.3.2 Clause 17.6.3 (Additional Funding);
4.3.3 Clause 17.6.7 (Exploration Program);
4.3.4 Clause 17.6.13 (Budget Variations);
4.3.5 Clause 17.6.14 (Changes to the Business); or
4.3.6 Clause 17.6.16 (Related Party Agreements).
Board Deadlock. A Board deadlock (“Board Deadlock”) will be deemed to occur where a duly convened meeting of the Board fails to take affirmative action on a matter set out in:
Board Deadlock. In the event that the Board (i) fails to reach agreement and resolve to take action on any matter requiring Board approval under Section 5.6 (other than those matters described in Section 11.1 and Section 11.2), and (ii) the failure to reach agreement and take action both materially impairs the operation of the Plant or the ability of Project Company to satisfy its obligations under the Transaction Documents and persists for more than six months, then either Shareholder may implement the resolution procedures set forth in this Section 11.3 upon written notice to the other Shareholder:
(a) Within 10 Business Days after receipt of such notice, each Shareholder shall cause its Directors Representatives to prepare and circulate to the other party’s Directors Representatives no later than 30 days after the date of such notice a memorandum setting out such Shareholders’ position on the matter or matters in dispute and its reasons for adopting such position.
(b) At least one Senior Representative of each Shareholder shall meet together (which meeting may be by video conference or telephone conference ) within 10 Business Days following receipt of the memorandum and negotiate in good faith to agree to a course of action to resolve the Deadlock.
(i) If the Senior Representatives agree in writing upon a course of action, they shall jointly issue a statement setting out the terms of such agreement and each Shareholder shall exercise the voting rights and other powers of control available to it in relation to Project Company to ensure that the terms of such agreement are implemented and Project Company shall do all things within its power to implement such terms.
(ii) If the Senior Representatives are unable to agree upon a course of action within 40 Business Days following the first meeting of the Senior Representatives pursuant to Section 11.3(b), then either Shareholder may initiate the Dissolution Procedures and liquidation provisions set forth in Article XII by delivering a Dissolution Notice to the other Shareholder.
Board Deadlock. If the board is deadlocked, the shareholder with the -------------- largest percentage of stock shall resolve the deadlock.
Board Deadlock. Subject to Section 2.08, if the Messica Media Group Directors and the Xxxxx/XxxXxxxxxx Group Directors are unable to agree on whether or not to take any of the actions set forth below, and the respective Tie Breaker votes in favor of effecting such action, then either of the Messica Media Group Stockholders, on the one hand, or the Xxxxx/MacFarlane Group Stockholders (each of the Messica Media Group Stockholders and the Xxxxx/XxxXxxxxxx Group Stockholder, a “Deadlock Stockholder Group”), on the other hand, shall be entitled to exercise the buy-sell rights set forth in this Agreement by delivering a Buy-Sell Exercise Notice (as defined herein).
i. Effect a Change of Control;
ii. Amend, modify or waive the Certificate of Incorporation or this Agreement;
iii. Make any material change to the nature of the business conducted by the Company or enter into any other line(s) of business;
iv. Adopt or amend the budget of the Company;
v. Issue additional Shares or admit additional Stockholders to the Company;
vi. Incur any indebtedness, pledge or grant liens on any assets or guarantee, assume, endorse or otherwise become responsible for the obligations of any other Person in excess of $50,000.00 in a single transaction or series of related transactions, or in excess of $250,000.00 in the aggregate at any time outstanding, except in each case in the ordinary course of business consistent with past practice;
vii. Make any loan, advance or capital contribution to or in any Person, in excess of $250,000.00 in the aggregate at any time outstanding;
viii. Appoint or remove the Company's auditors or make any changes in the accounting methods or policies of the Company (other than as required by GAAP);
ix. Enter into, amend, waive or terminate any Related Party Agreement;
x. Enter into or effect any transaction or series of related transactions involving the purchase, lease, license, exchange or other acquisition (including by merger, consolidation, acquisition of stock or acquisition of assets) by the Company of any assets and/or equity interests of any Person, other than in the ordinary course of business consistent with past practice;
xi. Enter into or effect any transaction or series of related transactions involving the sale, lease, license, exchange or other disposition (including by merger, consolidation, sale of stock or sale of assets) by the Company of any assets, other than sales of inventory in the ordinary course of business consistent with past practice;
xii. E...
Board Deadlock. Subject to the delegation of management responsibilities under this Agreement and the Corporation's By-Laws, the Board of Directors shall be charged with the general management of the Corporation. In the case of an irreconcilable deadlock with respect to the approval of the Corporation's annual budget, the most recent approved budget shall remain in effect pending resolution of such deadlock. Non-Disclosure. Each of the Shareholders covenants and agrees that, subject to the following two sentences, it will not at any time disclose to anyone or use for any purpose whatsoever (except to the extent reasonable necessary for it to perform its duties for the Corporation, including obtaining distributors for Products and financing for the production of Products) any "confidential information", as such term is hereinafter qualified, concerning the business or affairs of the Corporation or its subsidiaries which it may have acquired in the course of or as incident to its being a Shareholder, and any of its designees being an officer or a director, of the Corporation, including, without limitation, business or trade secrets of the Corporation, or methods or techniques used by the Corporation in or about its business. For the purposes of this Section, confidential information shall not include information which was known to the public prior to the date of communication thereof by the Shareholder or which became known to the public thereafter other than through communications by a Shareholder. In addition, a Shareholder may disclose information of a kind which would be disclosable in a filing with a government agency in connection with a sale or offer of shares of Common Stock, but not information for which confidential treatment by the Commission might reasonably be requested.
Board Deadlock
