Deadlock Matters. In the event a Deadlock Matter in respect of the Board of Commissioners occurs, Clause 9 shall apply.
Deadlock Matters. (a) Subject to Clauses 5.11(b), all Deadlock Matters in respect of the Board of Directors must be referred to the Board of Commissioners for a decision.
(b) If a Deadlock Matter in respect of the Board of Directors occurs in relation to the approval of an Annual Financial Plan, the Deadlock Matter will be deemed resolved pursuant to Clause 9.3(a)(iv).
(c) If a Deadlock Matter in respect of the Board of Directors occurs in relation to a matter described in Clause 7.7(c), the Board of Directors will be deemed to have approved all matters that were approved by the Finance Committee.
(d) The Shareholders, the Board of Commissioners, the Board of Directors, the Operating Committee, the Finance Committee and any other committee of the Company established in accordance with this Agreement must each, to the extent required by (and subject to) all Applicable Laws or otherwise, and acting in the best interests of the Company, take all such action and do all such things (including pass any resolution or sign or date any document) necessary to effect any resolution that applies to a Deadlock Matter in respect of the Board of Directors under Clause 5.11(b).
Deadlock Matters. Deadlock Matters in respect of the Operating Committee will be referred to the Board of Directors for consideration.
Deadlock Matters. (a) Subject to Clauses 7.7(b) and 7.7(c), Deadlock Matters in respect of the Finance Committee will be referred to the Board of Directors for consideration.
(b) In respect of a Deadlock Matter in respect of the Finance Committee relating to the approval of a recommendation to the Board of Directors of a draft annual financial plan, the Deadlock Matter will be resolved by the Finance Committee being deemed to recommend to the Board of Directors the draft annual financial plan provided it satisfies the criteria set out in Clauses 9.3(a)(iv)(A) to 9.3(a)(iv)(E).
(c) In respect of a Deadlock Matter in respect of the Finance Committee relating to:
(i) the approval of a Reserved Matter, such Deadlock Matter will be referred to the Shareholders pursuant to Clause 8.3(f);
(ii) the approval of the manner in which any operating or capital costs to be incurred by the Company will be funded that is not set out or considered in the Annual Financial Plan, such Deadlock Matter will be resolved by the Finance Committee being deemed to approve that any operating or capital costs to be incurred by the Company will be funded by a cash capital contribution by the Shareholders; and
(iii) the approval of a recommendation to the Board of Directors of any distributions or dividends, which Deadlock Matter will be resolved by the Board of Directors being deemed to approve any distribution or dividend that is in accordance with the Dividend Policy or schedule 9.
Deadlock Matters. In the event a Deadlock Matter in respect of the Shareholders occurs, Clause 9 shall apply.
Deadlock Matters. (a) Prior to the earlier of the commencement of mining of Bitcoin by the Company at the Facility and the Initial Public Offering, if the Board of Managers becomes deadlocked with respect to the approval of any Special Consent Matter (each, a “Disputed Issue”), then the Board of Managers shall cause the Disputed Issue to be referred to a designated senior management member of each Member, who initially shall be Xxxx Xxxxxx with respect to the TeraWulf Member and Xxxx Xxxxxxxxx with respect to the Cumulus Member (each, a “Member Executive”), it being understood and agreed that each of the TeraWulf Member and the Cumulus Member may, from time to time and in its sole discretion, designate a new Member Executive to represent such Member. Promptly following any such referral, the Member Executives shall meet, confer and discuss in person or by telephone conference the Disputed Issue in a good faith attempt to resolve such Disputed Issue. If the Member Executives are not able to resolve the Disputed Issue within five (5) days after the referral to them of the Disputed Issue, then the Disputed Issue shall be deemed to have not been approved by the Board of Managers. Upon resolution of a Disputed Issue by the Member Executives, the Member Executives shall give joint written notice of such resolution to the Board of Managers and the Board of Managers shall approve such resolution as set forth in such written notice.
(b) Without limiting the foregoing, the Company shall continue to operate during any period of deadlock with respect to a Disputed Issue, and in no event shall any deadlock interfere with the right of the Board of Managers and the Officers to operate the Company; provided, however, that no action may be knowingly taken by the Board of Managers or the Officers that would, or would be reasonably likely to, prejudice the outcome of any matter in deadlock, except with approval of the Board of Managers.
Deadlock Matters. With respect to all other Unresolved Matters, neither Party shall have final decision-making authority (and such Unresolved Matter shall remain deadlocked and no action shall be taken by either Party with respect to such Unresolved Matter unless and until resolved by the Executive Officers, and such Unresolved Matter shall not be submitted for further resolution pursuant to Article X). For clarity, this clause (c) shall include Unresolved Matters with respect to […***…]. […***…] For clarity, each Party retains the right to control its day-to-day operational activities with respect to its activities performed under this Agreement; provided that such Party conducts such activities in accordance with the terms and conditions of this Agreement.
Deadlock Matters. For the avoidance of doubt, a Deadlock Matter shall be dealt with in accordance with Clause 9 and not this Clause 24.
Deadlock Matters. (A) If the number of votes for and against a proposed resolution of the Board are equal, then:
(i) if the matter(s) to which the proposed resolution relate constitute Related Party Matters, the vote of the majority of the Non-Affiliated Directors who are present and entitled to vote shall count as the casting vote in respect of such Related Party Matters, notwithstanding Clause 6.8 (No casting vote); or
(ii) if Clause 6.9(A)(i) does not apply (or if Clause 6.9(A)(i) does apply but no casting vote is exercised in accordance therewith), the relevant proposal shall be deemed to constitute a “Deadlock Matter”.
(B) Where a Deadlock Matter has arisen, any Director may notify the Shareholders that he/she considers a deadlock situation to have arisen with respect to the relevant proposed resolution of the Board (a “Deadlock Notice”).
(C) If the Shareholders are able to resolve the Deadlock Matter within twenty (20) Business Days following the date of the relevant Deadlock Notice having been given, then, if their agreement is that the proposed resolution:
(i) shall be passed (either in the terms originally proposed or in modified terms), it shall promptly be passed (in the original terms or in modified terms agreed in connection with the resolution of the Deadlock Matter, as applicable) as a resolution of the general meeting in accordance with Clause 7 (Proceedings of the general meeting) and, where applicable, Clause 9 (Reserved Matters); or
(ii) shall not be passed, then the proposed resolution shall fail.
(D) If, within twenty (20) Business Days of the date of a Deadlock Notice having been given, the Shareholders have failed to resolve the relevant Deadlock Matter as contemplated in Clause 6.9(C), then:
(i) if and to the extent the relevant Deadlock Matter constitutes a Project Budget Determination Matter, then:
(a) either Shareholder may refer the relevant Deadlock Matter for determination in accordance with the Expert Determination Procedure; and
(b) if and when the relevant Deadlock Matter is determined in accordance with the Expert Determination Procedure, the Shareholders shall promptly approve such determination as a resolution of the general meeting in accordance with Clauses 7 (Proceedings of the general meeting) and 9 (Reserved Matters); or
(ii) if the relevant Deadlock Matter does not constitute a Project Budget Determination Matter, then the proposed resolution shall fail.
(E) If and to the extent that any Deadlock Matter has been resolved in accordan...
Deadlock Matters
