Deadlock Event. 14.1.1 There is a deadlock if a resolution is proposed to the General Meeting, but such resolution is not adopted within two (2) sequential General Meetings, to be held within 3 (three) months from the moment such matter was first discussed in the General Meeting, as a result of (i) insufficient affirmative votes by the Shareholders, or (ii) the relevant quorum for a General Meeting not being present, resulting in a material adverse effect on the interest of the Group and its business, (a "Deadlock Event"). In the event that the Shareholders do not reach agreement on whether an event qualifies as a Deadlock Event, the Management Board shall determine whether a Deadlock Event has occurred. The provisions of Clauses 14.2 (Deadlock Notice) and 14.3 (Cooling down procedure) shall apply if a Deadlock Event is deemed to have occurred.
14.1.2 Each of the Parties shall use their reasonably best efforts and act in good faith to prevent a Deadlock Event.
Deadlock Event. A "Deadlock Event" shall be deemed to have occurred if (i) after failing to approve a Proposed Budget or Proposed Business Plan for one Fiscal Year, the Partnership Board has failed to approve a Proposed Budget or Proposed Business Plan for the next succeeding Fiscal Year prior to the commencement of such succeeding Fiscal Year, or (ii) the position of Chief Executive Officer is vacant for a period of more than sixty (60) days after at least two Partners with an aggregate of at least thirty-three percent (33%) of the Voting Percentage Interests have proposed a candidate to fill such vacancy.
Deadlock Event. 19.6.1 If a Deadlock Matter relating to the Delivery Vehicle has been referred to mediation pursuant to Clause 19.5 and the Deadlock Matter has not been resolved within the relevant time period specified in Clause 19.5, then the Deadlock Matter shall crystallise into a “Deadlock Event” in relation to the Delivery Vehicle and the provisions of Clause 20 shall apply.
Deadlock Event. 13.2.1 For the purpose of this Clause 13 (Deadlock), a “Deadlock Event” (or “Deadlock”) shall be deemed to occur if a Shareholder gives notice to the other Shareholder that, by reason of a fundamental difference of view pertaining to the strategy for the Group or other circumstances seriously affecting the relationship of the Shareholders as shareholders in the Company (such to be determined in the sole discretion of the Shareholder giving such notice), it is the wish of that Shareholder to terminate the joint venture relationship as set out in this Agreement.
13.2.2 In the event of a Deadlock, the matter which gave rise to the Deadlock shall be referred to the respective CEOs of the Shareholders which shall use their respective best efforts to resolve the Deadlock.
13.2.3 If the Deadlock cannot be resolved within thirty (30) Business Days after such referral, either Shareholder may serve a notice to the other Shareholder (a “Warning Notice”) that it intends to implement the deadlock procedure contemplated by this Clause 13 (Deadlock).
13.2.4 If the Deadlock cannot be resolved within a further thirty (30) Business Days period after service of a Warning Notice, then either Shareholder (the “Terminating Shareholder”) may serve notice on the other Shareholder (the “Non-Terminating Shareholder”) that it wishes to sell its Interest (a “Termination Notice”).
Deadlock Event. In the case of a deadlock event, the parties agree to the following procedure: SAEI shall have 15 days after notice of the Deadlock Event to name a price for the business. TVE may purchase or sell based upon the named price. The price shall be amortized over 36 months with interest at 15%. TVE shall have 15 days to determine if it will buy or sell the business.
Deadlock Event. In the event that a proposal on a Reserved Matter is put forward for approval to the Shareholders or the Terminals Management Board or VTTI Supervisory Board and such proposal is not passed or no quorum is met on the second meeting convened to deliberate on the same Reserved Matter, an event of deadlock (“Deadlock Event”) is then deemed to have occurred and the provisions of clauses 9.2 through 9.4 apply.
Deadlock Event. If any disagreement between the Parties results in the inability of the Board to approve any action due to a tie vote between the Sanuwave Directors, on the one hand, and the JohnFK Directors, on the other hand, then a deadlock event (a “Deadlock Event”) shall be deemed to have occurred.
Deadlock Event. For the purposes of this clause 23, a Deadlock Event occurs if:
(a) a Founding Shareholder fails to give its consent to any matter requiring its consent under clause 9.4, such consent having been requested in writing by the other Security Holder(s) on at least two (2) occasions in respect of the same matter or the Security Holders fail to reach a majority decision or super-majority decision (to the extent required under applicable Law) in respect of the same matter;
(b) the Board fails to reach a majority decision on any matter which is, in the reasonable opinion of either Founding Shareholder material to the Business of the Group, and upon referral to a further Board meeting (which shall be held within fifteen (15) Business Days of the initial failure to agree) the Board again fails to agree on the matter; or
(c) there is no quorum at three (3) consecutive Board or Shareholder meetings where the matter of the type that could otherwise have triggered a Deadlock Event pursuant to clause 23.1(a) or 23.1(b) was to be tabled.
Deadlock Event. For the purposes of this clause 15, a Deadlock Event occurs if:
(a) either Shareholder has refused or fails to give its approval to any matter requiring its approval under clause 8.2 or under the Constitution or as a matter of law, such consent having been requested in writing by the other Shareholder or the Board on at least two occasions in respect of the same matter;
(b) a resolution reserved for Board approval is not passed at a duly convened meeting of the Board, and upon referral to a further Board meeting the Board again fails to pass the relevant resolution;
(c) there is no quorum at three consecutive Board meetings; or
(d) otherwise expressly provided for in this Agreement.
Deadlock Event. If a Deadlock Matter relating to the LLP has been referred to mediation pursuant to clause 6.5 and the Deadlock Matter has not been resolved within the relevant time period specified in clause 6.5, then the Deadlock Matter shall crystallise into a “Deadlock Event” in relation to the LLP and the provisions of clause 19 shall apply.
