Deadlock Events. In the event that the ASC is unable to agree with respect to any Material ASC Matter within [*******************], then on the [********************] a Deadlock Event shall be deemed to have occurred, and the determination of the said Material ASC Matter will be accelerated [*************************************]. If the [*********************] cannot reach resolution within [***************], then each Party will [************ ***************] (who shall not be [*******************************************] of such Party or a member of the ASC) to meet and negotiate in good faith to reach a fair and reasonable resolution to the controversy. If such board members cannot reach resolution within [***************], then the Parties shall promptly participate in mediation before an impartial mediator certified by the AAA and mutually agreeable to the Parties. Such mediation shall take place at a location Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. agreed upon by the Parties, and if they do not agree, the first such mediation shall take place in Washington, D.C., and the second such mediation shall take place in Boston, Massachusetts and thereafter the locations shall continue to alternate. The expenses of such mediator shall be shared by the Parties equally. Any decision made pursuant to this Section shall be binding on the Parties. If no decision is reached [***************] after mediation has occurred, then such Deadlock Event shall continue and be deemed an Unresolved Deadlock Event for purposes of this Agreement. (i) If a Deadlock Event occurs then CFFTI [*************************] CFFTI Funding Amount that [*******************] during the period in which the resolution procedures set forth in Section 2.2(d) are occurring with respect to the related Deadlock Event, and the Company [**********************************] Development Activities in support thereof; (ii) If an Unresolved Deadlock Event occurs and [**********************] Development Activities, this Agreement shall be terminated as set out in Section 10.3. (iii) If an Unresolved Deadlock Event occurs, and the Company determines to proceed thereafter with Development Activities, then CFFTI [***************************] CFFTI Funding Amount that [**************************] the end of the applicable Grace Period after the effecti...

Deadlock Events. If the Board shall fail to approve an Extraordinary Event at any meeting of the Board after the fifth (5th) anniversary of the date of this Agreement by reason of the failure resolve such Extraordinary Event as and if required by Section 6.02(i), the Directors shall negotiate in good faith for thirty (30) days to reach agreement on such Extraordinary Event. If, after such 30-day period, the Directors are unable to agree on resolution with respect to such matter (a “Deadlock Matter”), either the WindHQ Directors, on the one hand, or the Cipher Directors, on the other hand, may provide written notice to the Cipher Directors or the WindHQ Directors, as applicable, identifying such Deadlock Matter (the “Notice of Deadlock”). From the date of receipt of any Notice of Deadlock, [  ] (or the individual then occupying the position of [  ]), on behalf of the WindHQ Members (“WindHQ Deadlock Representative”), and [  ] (or the individual then occupying the position of [  ]), on behalf of the Cipher Members (“Cipher Deadlock Representative”), shall negotiate in good faith for a period of thirty (30) days to reach a resolution with respect to the Deadlock Matter subject of such Notice of Deadlock. If the WindHQ Deadlock Representative and the Cipher Deadlock Representative agree in writing upon a resolution of the matter, the Board shall promptly take all actions necessary to act in accordance with, and effect the terms of, such written agreement. If the WindHQ Deadlock Representative and the Cipher Deadlock Representative are unable to reach an agreement with respect to any Deadlock Matter within such 30-day period, then the Member Group that provided the Notice of Deadlock (the “Deadlock Offerors”) shall have ten (10) Business Days to deliver a written notice (the “Deadlock Offer”) to the Members of the other Member Group (the “Deadlock Offerees”), that the Deadlock Offerors are irrevocably offering to either (at the option of the Deadlock Offerees) (x) purchase all (but not less than all) of the issued and outstanding Units (the “Deadlock Offerees Units”) then held by the Deadlock Offerees, or (y) to sell all (but not less than all) of the issued and outstanding Units then held by the Deadlock Offerors (the “Deadlock Offerors Units”) to the Deadlock Offerees, in each case, at the purchase price per Unit specified in the Deadlock Offer (the “Deadlock Purchase Price”). Upon receipt of a Deadlock Offer, the Deadlock Offerees shall have ten (10) Business Days (or su...

Deadlock Events. In the case of a Deadlock Event, the Management Committee shall meet and use commercially reasonable efforts to resolve such dispute to the mutual satisfaction of Albany and Safran. In the event the Management Committee is unable to so amicably resolve such dispute within thirty (30) days, such dispute shall be delegated to the Chief Operating Officer of Albany and the Industrial Director (or equivalent officer) of Xxxxxx X.X. (together, the “Senior Representatives”) who shall endeavor to resolve the dispute to the mutual satisfaction of Albany and Safran, including by meeting and using commercially reasonable efforts to resolve such dispute. In the event the Senior Representatives are unable to resolve such dispute within thirty (30) days of its delegation to the Senior Representatives, the chief executive officer of Albany International and the chief executive officer of Xxxxxx X.X. shall meet and use commercially reasonable efforts to resolve such dispute for a period of no less than thirty (30) days.

Deadlock Events. If, in connection with any Operating Company Matter either: (A) less than the number of Members constituting a Simple-Majority-in-Interest have voted (or otherwise deemed to have voted pursuant to Section 7.3(b)(ii) above), whether favorably or unfavorably, prior to the applicable Operating Company Matter Voting Deadline; or (B) the voting is otherwise deadlocked (i.e. an approving or disapproving vote of at least a Simple- Accend Capital Illinois LLCrn

Deadlock Events. Disputes relating to Deadlock Events shall be governed by Section 12.4 of the Operating Agreement.

Related to Deadlock Events

Dissolution Events The Company shall be terminated and dissolved at such time or upon the happening of such events as shall be determined by the Member.
Liquidating Events The Company shall dissolve and commence winding up and liquidating upon the first to occur of the following (each, a “Liquidating Event”): (a) The sale of all or substantially all of the assets of the Company; and (b) The determination of the Managing Member to dissolve, wind up, and liquidate the Company. The Members hereby agree that the Company shall not dissolve prior to the occurrence of a Liquidating Event and that no Member shall seek a dissolution of the Company, under Section 18-802 of the Act or otherwise, other than based on the matters set forth in subsections (a) and (b) above. If it is determined by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Liquidating Event, the Members hereby agree to continue the business of the Company without a winding up or liquidation. In the event of a dissolution pursuant to Section 11.1(b), the relative economic rights of each class of Units immediately prior to such dissolution shall be preserved to the greatest extent practicable with respect to distributions made to Members pursuant to Section 11.3 in connection with such dissolution, taking into consideration tax and other legal constraints that may adversely affect one or more parties to such dissolution and subject to compliance with applicable laws and regulations, unless, with respect to any class of Units, holders of a majority of the Units of such class consent in writing to a treatment other than as described above.
Liquidation Events (a) In the event of (i) any Casualty to all or any portion of the Properties, (ii) any Condemnation of all or any portion of the Properties, or (iii) any claims made by any Mortgage Borrower under the applicable Owner’s Title Policy (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be paid to Lender. On the Payment Date next following the date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the Outstanding Principal Balance in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid first to any Other Obligations of a monetary nature then outstanding which are owed to Lender, and any balance disbursed to Borrower within 2 Business Days following all such payments to Lender. Any prepayment received by Lender pursuant to this Section 2.4.2 (a) on a date other than a Payment Date shall be held by Lender as collateral security for the Loan, and shall be applied by Lender on the next Payment Date. Other than following an Event of Default, no Yield Maintenance Premium shall be due in connection with any prepayment made as a result of any events described in this Section 2.4.2(a). (b) Borrower shall promptly notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any Property on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (ii) a refinancing of any Property, on the date on which a commitment for such refinancing has been entered into. The provisions of this Section 2.4.2(b) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing or voluntary prepayment of the Mortgage Loan or Transfer of any Property set forth in this Agreement, the other Loan Documents and the Mortgage Loan Documents.
Reorganization Events (a) In the event of: (i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing or surviving corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another Person); (ii) any direct or indirect sale, lease, assignment, transfer or conveyance of all or substantially all of the Company’s consolidated property or assets; (iii) any reclassification of Common Stock into securities, including securities other than Common Stock (other than changes in par value or resulting from a subdivision or combination); or (iv) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition); in each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (each, a “Reorganization Event”), each Purchase Contract outstanding immediately prior to such Reorganization Event shall, without the consent of Holders of the Purchase Contracts, become a contract to purchase the kind of securities, cash and/or other property that a holder of Common Stock would have been entitled to receive in connection with such Reorganization Event (such securities, cash and other property, the “Exchange Property” with each unit of Exchange Property being the kind and amount of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event) and, prior to or at the effective time of such Reorganization Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event.
Events If either Party hereto is at any time either during this Agreement or thereafter prevented or delayed in complying with any provisions of this Agreement by reason of strikes, walk-outs, labour shortages, power shortages, fires, wars, acts of God, earthquakes, storms, floods, explosions, accidents, protests or demonstrations by environmental lobbyists or native rights groups, delays in transportation, breakdown of machinery, inability to obtain necessary materials in the open market, unavailability of equipment, governmental regulations restricting normal operations, shipping delays or any other reason or reasons beyond the control of that Party, then the time limited for the performance by that Party of its respective obligations hereunder shall be extended by a period of time equal in length to the period of each such prevention or delay.
Additional Disruption Events Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by adding the words “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” after the word “regulation” in the second line thereof.
Triggering Events The events referred to in Sections 3(f) and 5(a) hereof are as follows:
Extraordinary Events No fault if failure due to an Extraordinary Event 15.1 Neither Party will be liable to the other for any failure to perform its obligations under this Contract where the failure is due to an Extraordinary Event. Obligations of the affected Party 15.2 A Party who wishes to claim suspension of its obligations due to an Extraordinary Event must notify the other Party as soon as reasonably possible. The Notice must state: a. the nature of the circumstances giving rise to the Extraordinary Event b. the extent of that Party's inability to perform under this Contract c. the likely duration of that non-performance, and d. what steps are being taken to minimise the impact of the Extraordinary Event on the delivery of Services. Alternative arrangements requiring immediate termination 15.3 If the Buyer, acting reasonably, requires the Services to be supplied during the period affected by an Extraordinary Event, then despite clause 15.4, the Buyer may terminate this Contract immediately by giving Notice.
Adjustment Events In the event the General Partner (i) declares or pays a dividend on any Class of its outstanding REIT Shares in REIT Shares or makes a distribution to all holders of any Class of its outstanding REIT Shares in REIT Shares, (ii) subdivides any Class of its outstanding REIT Shares, or (iii) combines any Class of its outstanding REIT Shares into a smaller number of REIT Shares with respect to any Class of REIT Shares, then a corresponding adjustment to the number of outstanding Partnership Units of the applicable Class necessary to maintain the proportionate relationship between the number of outstanding Partnership Units of such Class to the number of outstanding REIT Shares of such Class shall automatically be made. Additionally, in the event that any other entity shall become General Partner pursuant to any merger, consolidation or combination of the General Partner with or into another entity (the “Successor Entity”), the number of outstanding Partnership Units of each Class shall be adjusted by multiplying such number by the number of shares of the Successor Entity into which one REIT Share of such Class is converted pursuant to such merger, consolidation or combination, determined as of the date of such merger, consolidation or combination. Any adjustment to the number of outstanding Partnership Units of any Class shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event; provided, however, that if the General Partner receives a Notice of Redemption after the record date, but prior to the effective date of such dividend, distribution, subdivision or combination, or such merger, consolidation or combination, the number of outstanding Partnership Units of any Class shall be determined as if the General Partner had received the Notice of Redemption immediately prior to the record date for such dividend, distribution, subdivision or combination or such merger, consolidation or combination. If the General Partner takes any other action affecting the REIT Shares other than actions specifically described above and, in the opinion of the General Partner such action would require an adjustment to the number of Partnership Units to maintain the proportionate relationship between the number of outstanding Partnership Units to the number of outstanding REIT Shares, the General Partner shall have the right to make such adjustment to the number of Partnership Units, to the extent permitted by law, in such manner and at such time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances.
Adjustments Upon Specified Events Upon the occurrence of certain events relating to the Corporation’s stock contemplated by Section 7.1 of the Plan (including, without limitation, an extraordinary cash dividend on such stock), the Administrator shall make adjustments in accordance with such section in the number of Stock Units then outstanding and the number and kind of securities that may be issued in respect of the Award. No such adjustment shall be made with respect to any ordinary cash dividend for which dividend equivalents are credited pursuant to Section 5(b).

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