Board Deadlock Sample Clauses

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 2.4. If the Directors shall be unable to agree upon such an unrelated third party to resolve a deadlock or impasse, any Director may petition the Common Pleas Court of Cuyahoga County, Ohio to make such an appointment.
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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:
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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.
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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:
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Board Deadlock. If the board is deadlocked, the shareholder with the -------------- largest percentage of stock shall resolve the deadlock.
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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.
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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.
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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).
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Board Deadlock 
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Related to Board Deadlock

  • Deadlock Unless otherwise expressly set forth herein, in the event the Members are unable to reach agreement on or make a decision with respect to any matter on which the Members are entitled to vote, the matter shall be subject to the Internal Dispute Resolution Procedure described in Article 13 hereof.

  • Board Determination The Board of Directors of Pubco has unanimously determined that the terms of the Exchange are fair to and in the best interests of Pubco and its shareholders.

  • Notice of Change in Board of Directors With reasonable promptness, written notice of any change in the board of directors (or similar governing body) of Holdings or Company;

  • Superior Proposal Section 5.4(b)........................................37

  • Notice of Change in Control The Company will, within five Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control, give written notice of such Change in Control to each holder of Notes. Such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (b) of this Section 8.8 and shall be accompanied by the certificate described in subparagraph (e) of this Section 8.8.

  • Board Determinations In the event that any question or controversy shall arise with respect to the nature, scope or extent of any one or more rights conferred by the Option, or any provision of this Agreement, the good faith determination by the Board of the rights of the Optionee shall be conclusive, final and binding upon the Optionee and upon any other person who shall assert any right pursuant to this Option.

  • Selection of Reviewing Party; Change in Control If there has not been a Change in Control, any Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), any Reviewing Party with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnification of Expenses under this Agreement or any other agreement or under the Company's Certificate of Incorporation or Bylaws as now or hereafter in effect, or under any other applicable law, if desired by Indemnitee, shall be Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be entitled to be indemnified hereunder under applicable law and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. Notwithstanding any other provision of this Agreement, the Company shall not be required to pay Expenses of more than one Independent Legal Counsel in connection with all matters concerning a single Indemnitee, and such Independent Legal Counsel shall be the Independent Legal Counsel for any or all other Indemnitees unless (i) the employment of separate counsel by one or more Indemnitees has been previously authorized by the Company in writing, or (ii) an Indemnitee shall have provided to the Company a written statement that such Indemnitee has reasonably concluded that there may be a conflict of interest between such Indemnitee and the other Indemnitees with respect to the matters arising under this Agreement.

  • Arbitration Decision The arbitrator’s decision will be final and binding. The arbitrator shall issue a written arbitration decision revealing the essential findings and conclusions upon which the decision and/or award is based. A party’s right to appeal the decision is limited to grounds provided under applicable federal or state law.

  • Prior to a Change in Control If the Final Measurement Date occurs prior to a Change in Control, the Award will be settled in shares of Tyson Class A common stock no later than sixty (60) days after the Final Measurement Date; provided, however, that if the 60-day period for execution and non-revocation of a Release pursuant to Section 3.3 above will span two (2) calendar years, then the settlement of the Award will occur as soon as practicable after, but no earlier than, the first (1st) day of the second (2nd) calendar year.

  • Parent Stockholders’ Meeting (i) Parent will, in accordance with applicable Law and its certificate of incorporation and bylaws, establish a record date for, duly call and give notice of, and use its reasonable best efforts to convene and hold a meeting of holders of capital stock of Parent to consider and vote upon the issuance of Series C Common Stock in connection with the Merger (the “Parent Stockholders Meeting”) as promptly as practicable. Subject to the provisions of Section 6.3, the Parent board of directors shall include the Parent Recommendation in the Joint Proxy Statement/ Prospectus and recommend at the Parent Stockholders Meeting that the holders of capital stock of Parent approve the issuance of the Series C Common Stock in connection with the Merger and shall use its reasonable best efforts to obtain and solicit such approval. Notwithstanding the foregoing, if on a date preceding the date on which or the date on which the Parent Stockholders Meeting is scheduled, Parent reasonably believes that (i) it will not receive proxies representing the Parent Requisite Vote, whether or not a quorum is present, or (ii) it will not have enough shares of Parent Common Stock and Parent Preferred Stock represented to constitute a quorum necessary to conduct the business of the Parent Stockholders Meeting, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Stockholders Meeting as long as the date of the Parent Stockholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(c), Parent may postpone or adjourn the Parent Stockholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Parent has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Parent prior to the Parent Stockholders Meeting.

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