Consultation between Sponsors; Deadlock Sample Clauses

Consultation between Sponsors; Deadlock. (a) The Sponsors shall use their reasonable best efforts to consult with each other in good faith and in a timely manner with respect to any matter hereunder requiring the joint action of the Sponsors and with respect to the exercise of any of their rights as Investors' Representatives. (b) Prior to any meeting of the Board, each Shareholder that has designated a Director for nomination shall use its reasonable best efforts to consult with the other such Shareholders (and any Director designated by it) in good faith and in a timely manner with respect to each of the items set forth in the agenda for such meeting. (c) In the event that, as of a Decision Date, the Sponsors after good faith negotiations are unable to agree with respect to the exercise of any rights described in Section 4.1(a)(i), or with respect to the voting of shares at any shareholders' meeting of the Company, either Sponsor shall by written notice to the other Sponsor (a "Deadlock Notice") require that the matter be resolved by the most senior management of the Sponsor Parents. If such matter has not been resolved by such senior management within five (5) Business Days after the date of the Deadlock Notice, notice of such deadlock shall be given to the Shareholders, and the senior management of GIC Infrastructure Pte Ltd ("GIC"), within ten (10) Business Days of a Deadlock Notice, shall choose which Sponsor's position regarding the deadlocked matter shall prevail, after consultation with the senior management of all Sponsors. GIC's agreement to act in this role shall not be construed to constitute it as the agent or representative of any of the other Parties, and no fiduciary relationship or other obligation to the other Parties hereto shall arise as result of such agreement or as a result of any decision made by GIC under this Section 4.3(c).
Sample 1
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Related to Consultation between Sponsors; Deadlock

  • Consultation Between the Parties ALPS and the Fund shall regularly consult with each other regarding ALPS’ performance of its obligations under this Agreement. In connection therewith, the Fund shall submit to ALPS at a reasonable time in advance of filing with the SEC reasonably final copies of any amended or supplemented registration statement (including exhibits) under the 1933 Act and the 1940 Act; provided, however, that nothing contained in this Agreement shall in any way limit the Fund’s right to file at any time such amendments to any registration statement and/or supplements to any prospectus or statement of additional information, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.

  • Negotiation Between Executives The parties shall first attempt to resolve any dispute arising out of this Order by prompt negotiation between executives who have authority to settle the matter.

  • Consultation Procedure If a party hereto is unable to meet the provisions of the Service Level Agreement, or in the event that a dispute arises relating to performance goals set forth in the Service Level Agreement, either party to this Agreement shall address any concerns it may have by requiring a consultation with the other party.

  • Consultation with Experts The Administrative Agent may consult with legal counsel, independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts.

  • Union Negotiating Committee Leave of absence shall be granted to not more than seven (7) employee representatives selected to negotiate the renewal of the Collective Agreement for necessary time off including travel time, direct negotiating time, and necessary preparation time. The Union shall reimburse the College for all pay during such leave except for the days scheduled by the parties for direct negotiations and up to a maximum of ten (10) days if required, for meetings of the Union Negotiating Committee to prepare for and to complete bargaining.

  • COOPERATION BETWEEN THE PARTIES The College and UFE shall supply each other with requested information reasonably needed to facilitate the processing of the grievance. Meetings to discuss any grievance shall be scheduled at mutually convenient times.

  • Consultation 10.1 The Employer agrees to consult the Employee timeously where the exercising of its powers will have amongst others- 10.1.1 A direct effect on the performance of any of the Employee’s functions; 10.1.2 Commit the Employee to implement or to give effect to a decision made by the Employer; and 10.1.3 A substantial financial effect on the Employer. 10.2 The Employer agrees to inform the Employee of the outcome of any decisions taken pursuant to the exercise of powers contemplated in clause 12.1 as soon as is practicable to enable the Employee to take any necessary action with delay.

  • Union Consultation The Union is entitled to consult the Employer or its representative, whenever it is alleged that Employees are required to work unreasonable amounts of overtime.

  • Termination Following a Change in Control (a) If the Executive's employment is terminated by the Company or any Subsidiary during the Severance Period, the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events: (i) The Executive's death; (ii) If the Executive becomes permanently disabled within the meaning of, and begins actually to receive disability benefits pursuant to, the long-term disability plan in effect for, or applicable to, Executive immediately prior to the Change in Control; or

  • Disputes between a Contracting Party and an Investor (1) Any dispute which may arise between an investor of one Contracting Party and the other Contracting Party in connection with an investment on the territory of that other Contracting Party shall be subject to negotiations between the parties in dispute. (2) If any dispute between an investor of one Contracting Party and the other Contracting Party continues to exist after a period of three months, investor shall be entitled to submit the case either to: (a) The International Centre for Settlement of Investment Disputes having regard to the applicable provisions of the Convention on the Settlement of Investment Disputes between States and Nationals of other States opened for signature at Washington D.C. on 18 March 1965, or in case both Contracting Parties have not become parties to this Convention, (b) An arbitrator or international ad hoc arb1 tral tribunal established under the Arbitration Rules of the United Nations Commission on International Trade Law. The parties to the dispute may agree in writing to modify these Rules. The arbitral awards shall be final and binding on both Parties to the dispute.Arbitration Rules of the United Nations Commission on International Trade Law. The parties to the dispute may agree in writing to modify these Rules. The arbitral awards shall be final and binding on both Parties to the dispute.

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