Deadlock Sample Clauses

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.

Deadlock. 17.1 The Shareholders shall use all reasonable endeavours, in relation to any matter which requires their unanimous agreement to agree a common position and, subject to agreement being reached on such common position, to exercise their votes (and votes of the nominated Directors) in each Company jointly and in furtherance of the common position. 17.2 If there is a dispute or disagreement between the Shareholders as to any question which either of them (in its sole judgement) shall consider is of fundamental importance to the future of the Joint Venture Company, or its Business, then at the option of either Shareholder (as applicable), the matter in question shall be considered at the next meeting of the Board of the Joint Venture Company. 17.3 If at the next meeting of the Board of the Joint Venture Company, no resolution is carried in relation to the matter by reason of an equality of votes for and against any proposal for dealing with it, or for any other reason, then a Shareholder may give notice in writing (a “Deadlock Notice”) to the other referring to the matter in dispute and specifying that the provisions of Clause 17.4 shall apply. 17.4 Following service of a Deadlock Notice, either Shareholder may request the matter be referred to the Chief Executive Officers or such appropriate senior executives as such Shareholder may nominate by written notice to the other (the “Nominated Senior Executives”). The Nominated Senior Executives shall meet within 20 days and seek in good faith to resolve the matter in dispute. If the matter in dispute has not been resolved at the meeting referred to above or following such further period as the Nominated Senior Executives may agree (the “Deadlock Period”), then either of the Shareholders (the “Offeror”) may give notice in writing (the “Offer Notice”) within the period of 10 Business Days following expiry of the Deadlock Period to the other (the “Offeree”) offering to sell to the Offeree all of the Shares and Shareholder Loans relating to the Joint Venture Company (the “Deadlock Company”) which are owned by the Offeror for the amount per Share (the “Share Amount”) and/or amount per $1 outstanding on such Shareholder Loans (the “Loan Amount” and together with the Share Amount the “Amounts”) specified in the Offer Notice (the “Offer”). 17.5 Subject to Clause 17.6, the Offeree shall have a period of 20 Business Days (the “Acceptance Period”) commencing with the Business Day following the date of receipt of the Offer No...

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.

Deadlock. In the event the parties are unable to agree on -------- any item in a Budget by the beginning of the fiscal year (a "Deadlock"), then until an agreement is reached, the Budget for the prior year shall be deemed to be adopted as the Budget for the current year. Notwithstanding the foregoing, the Policy Board, in its judgment, may impose reductions on a consistent basis to each of Budgeted Practice Expense and the Monthly Fee in the event that the Policy Board makes a determination that general economic conditions and/or regulatory developments adversely affecting the Medical Services provided by Practice render the present levels of the Budgeted Practice Expense and the Monthly Fee impractical. For purposes of illustration only, and without limitation, such general economic conditions and/or regulatory developments could include proposed or actual cuts in Medicare/Medicaid reimbursement for procedures that are a material component of the Medical Services performed by Practice. Following resolution of any Deadlock, Budgeted Practice Expense and the Monthly Fee (and the corresponding Monthly Practice Expense and Base Management Fee as calculated in Article VI hereof) shall be recomputed retroactive to the beginning of the fiscal year based upon the parameters agreed to in the new Budget, and appropriate adjustments in payments owing to Practice and/or Business Manager, as the case may be, resulting from such recomputation shall be made promptly. Notwithstanding the foregoing, if after six months the parties are still unable to agree on a Budget, then the dispute shall be submitted to arbitration in accordance with Section 8.6 hereof. Until the arbitrator renders a judgment or the dispute is otherwise resolved, the adjustments described in this Section 4.10(a)(iii) shall continue to apply. Notwithstanding anything to the contrary contained herein, nothing in this Section 4.10(a)(iii) shall affect the payment of Office Expense, which shall be paid in full in accordance with the provisions of this Agreement.

Deadlock. (1) If (a) the patties are unable to agree upon Performance Targets, the Annual Business Plan or Minimum Distribution Levels, or (b) if Distributor has failed to achieve the applicable Performance Targets, Annual Business Plan or Minimum Distribution Levels or fails to comply with any specific requirements of Distributor under this Agreement, including Section 3 (Distributor’s Duties), Section 10 (Promotion and Trade Marketing of Products), Section 13(f) (sales velocity), and Section 13(g) (promotional activities), in any material respect, commencing with the 2016 Contract Year in accordance with Sections 13(b), 13(c) and 13(d) respectively, (clauses (a) and (b) above, collectively referred to as a “Deadlock”) t hen either party may, at any time after providing the other party with written notice identifying the specific issues resulting in the Deadlock and making a good faith attempt to resolve the Deadlock with the other party, but not more than three (3) times per twelve (12) month period, upon written notice to the other party (the “Meet and Confer Notice”), require that representatives of the other party’s senior management meet and confer with representatives of the notifying party’s senior management at the dates, times and place reasonably agreed by the parties. Such meet and confer shall begin no later than seven (7) days after the other party’s receipt of such Meet and Confer Notice and shall end no later than fifteen (15) days after the other party’s receipt of such Meet and Confer Notice (the “Initial Meeting Period”). Representatives of the parties’ senior management shall meet and confer during such Initial Meeting Period until (x) resolution of the Deadlock to the parties’ mutual satisfaction or (y) conclusion of the Initial Meeting Period, whichever occurs first. (2) lf the parties are unable to resolve the Deadlock in accordance with Section 12(a)(i)(D)(l) above, then either party may, at any time after the Initial Meeting Period, upon written notice to the other party and to KO (the “Second Meet and Confer Notice”), require representatives of the other party’s senior management and representatives of management of the applicable KO business unit (and/or at MEC’s reasonable request, such other representative of senior management of KO), to meet and confer with representatives of the notifying party’s senior management at the dates, times and place reasonably agreed by MEC, Distributor and KO (including via videoconference or teleconference...

Deadlock. 17.1 If at any time a Deadlock exists or occurs: (a) any Shareholder may convene, by written notice to the other Shareholder, a meeting of at least one (1) representative of each Shareholder, at the registered office of the Company on the date specified in the notice. This date must not be less than seven (7) days and not more than fourteen (14) days after the date on which the notice is issued (“Notice Date”). (b) each of the Shareholders undertakes that its representative must use all reasonable efforts to resolve the Deadlock. (a) If the Deadlock is not resolved at the meeting referred to in Clause 17.1 or any subsequent meetings or negotiations within fourteen (14) days after the Notice Date, any Shareholder (the “Offeror”) may offer in writing (the “Offer”) to purchase the Shares of the other Shareholder (the “Offerees”) at the Prescribed Price. Within one (1) month of the making of the Offer, the Offeree shall either: (i) accept the Offer; or DRA (ii) elect to purchase the Shares of the Offeror at the same price pro rata which the Offeror shall then be obliged to accept. If the Offeree fails to respond to the Offer within one (1) month, it will be deemed to have accepted the Offer. Completion of the sale and purchase of the Shares pursuant to this Clause shall be subject to the Appropriate Approvals having been obtained. (b) Upon acceptance or deemed acceptance of the Offer, or election to purchase by the Offeree, the Shareholders shall effect the sale and purchase of the Shares, and the provisions of Clause 18 shall apply as if a Transfer Notice had been served in respect of all of the Shares by the selling Shareholder and accepted by the acquiring Shareholder at the Prescribed Price. (c) Upon any transfer of Shares under this Clause, the selling Shareholder shall cause all the Directors nominated by it to resign from their office without any claim or compensation for loss of office or otherwise. (d) If no Offer is made or accepted, or the Shareholders cannot otherwise agree on the transfer of Shares between themselves, any Shareholder may, by notice in writing to the other Shareholder, require a general meeting to be convened and other actions to be taken for the purpose of windingup the Company and the provisions of Clauses 24.1(b)(ii) and 24.1(b)(iii) shall apply mutatis mutandis.

Deadlock. A deadlock shall be deemed to exist wherever a proposal, motion or resolution made by any Trustee is neither adopted nor rejected by a majority vote, or where a proposal, motion, or resolution is unable to be made at a meeting due to lack of a quorum at two (2) consecutively called meetings. In the event of a deadlock, a meeting of the Trustees shall be held at least ten (10) days after the deadlock has arisen for the purpose of either resolving the matter in dispute or agreeing upon the designation of a mediator to assist in the resolution of the matter in dispute. In the event a meeting is not held within ten (10) days after the deadlock has arisen, the dispute shall proceed to arbitration in accordance with s. 10.19(c);

Deadlock. (a) In the event that, (i) for any two consecutive duly convened meetings of the Board, the Board is unable to reach a decision by the required vote concerning any Specified Action that was on the agenda for such meetings due to the failure of the KO Directors to approve such Specified Action, or (ii) if during the Initial Four-Year Period, an Annual Normal Operations Plan has not been approved by the KO Directors, either Shareholder may, within 14 days of the occurrence of either (i) or (ii) deliver a written notice (a “Notice of Board Impasse”) to the other Shareholder stating that in its opinion an impasse has occurred and identifying the matter in reasonable detail over which the Shareholders are at an impasse (“Impasse Matter”). During the period in which a Notice of Board Impasse may be delivered by any Shareholder and following delivery of a Notice of Board Impasse until the expiration of the KO Call Right, the right of CIBR to exercise the CIBR Call Right and the CIBR Put Right (if any) shall be suspended. (b) The Shareholders agree that following delivery of a Notice of Board Impasse, they shall refer the Impasse Matter in the first instance to the Chief Executive Officer of KOF (“KOF CEO”) and the President, Pacific Group of TCCC (“Pacific President”). If the KOF CEO and the Pacific President are unable to resolve the Impasse Matter within 90 days, then the Impasse Matter shall be escalated to the KOF Management Committee, and if the KOF Management Committee is not scheduled to meet during the following 90 day period, the Shareholders shall cause the KOF Management Committee to meet during such period. If the KOF Management Committee (with the participation and approval of the members thereof designated by TCCC) is unable to resolve the Impasse Matter within 90 days or the KOF Management Committee determines that a deadlock has occurred, then such Impasse Matter shall be deemed by the parties to be a “Deadlocked Matter” and such Impasse Matter shall be escalated to the Chief Executive Officer of FEMSA (“FEMSA CEO”) and the Chief Executive Officer of TCCC (“TCCC CEO”). In each escalation, the parties shall take steps in good faith to resolve the matter, including arranging a meeting to discuss the same. (c) If any Deadlocked Matter is not resolved within 90 days of being referred to the FEMSA CEO and the TCCC CEO (an “Unresolved Deadlock Event”), then the KO Shareholders may at their election, by providing written notice to CIBR within 90 days fol...

Deadlock. In the event that the Research Committee cannot reach agreement with respect to any matter that is subject to its decision-making authority, then the matter shall be referred to the Steering Committee for resolution.

Deadlock. In the event of any deadlock in respect of the Approval of any of the matters set out in Section 3.3(c), such matter shall be resolved as follows: (i) representatives of Barrick Member and Newmont Member will negotiate in good faith to resolve the deadlock; and (ii) if the deadlock is not resolved within 30 days of the commencement of negotiations in clause (i), the matter shall be submitted to the respective Presidents and Chief Executive Officers (or other comparable title) of the Parents, who shall form a committee (the “Dispute Committee”). The Dispute Committee will attempt in good faith to resolve such matter within 21 days of it being referred to them. If the Dispute Committee is able to resolve such matter, then, notwithstanding Section 3.3(c), Nevada JV shall be authorized to take such action, and the Members shall be authorized to cause Nevada JV to take such action, as may be necessary to implement the resolution mutually agreed by the Dispute Committee. If the Dispute Committee is unable to resolve such matter during such 21-day period, then the status quo shall remain in effect and no action will be taken with respect to such matter unless and until it receives the requisite approval.