Deadlock Provisions Sample Clauses

Deadlock Provisions. (a) To the extent the Voting Members are unable to reach an agreement in a timely manner with respect to the items set forth in Schedule 12.3, provided however that (i) such inability to reach an agreement continues for a period of more than six (6 months and (i) the first anniversary of such inability falls after the second (2nd) anniversary of the date of this Agreement, a deadlock shall deemed to have occurred (a “Deadlock”). If a Deadlock arises, senior executives of each Voting Member shall meet and use their reasonable best efforts to resolve the Deadlock within sixty (60) days of the initial written submission of the issue by one Voting Member to the other. If the senior executives agree upon a resolution or disposition of the matter, they shall jointly execute a statement setting forth the term of the resolution or disposition and the Voting Members shall exercise their voting rights and other powers available to them in relation to the Company to procure that the resolution or disposition is fully and promptly carried into effect. If a Deadlock arises which has not been so resolved within the sixty (60) day time frame, each Voting Member will advise the other Voting Member, within thirty (30) days after the Deadlock is reached, whether it wishes (i) to dissolve the Company, (ii) to sell its Membership Interest to the other Member,(iii) to sell its Membership Interest to a Third Party Entity, or (iv) to purchase the Membership Interest of the other Member;
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Deadlock Provisions. 12.1 In the event of a deadlock of the Board or of the Shareholders, a Shareholder (the "Offeror") may serve a notice in writing on the Company with a copy to the other Shareholder (the "Offeree") declaring that deadlock has occurred (a "Offer Notice") and the provisions of this Clause 12 shall thereupon apply.
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Deadlock Provisions. Although the shareholders may agree on everything when the business is formed, they may have irreconcilable disagreements in the future. Although deadlock is commonly considered with a 50/50 corporation, deadlock can also occur in other ownership situations where both or all shareholders have to agree on an item to take action. For example, under the TBOC, approval of a merger of a corporation requires the affirmative vote of the holders of two-thirds of the voting shares. If the majority shareholder owns 60% and the minority shareholder owns 40%, the minority shareholder is able to block the approval of a merger and cause deadlock. Deadlock in a closely held corporation can result in relationships that are very strained, especially if one party desires to exit the business but cannot without losing significant value. Deadlocks can be resolved through various provisions, including the following which are referred to by various names, including “Russian Roulette”, and “Texas Shoot Out”: • Each shareholder submits a sealed bid specifying the value per share and the shareholder with the higher bid buys out the others; or • A shareholder provides notice to the other shareholder with a value per share. The other shareholders must either sell his shares at that price or allow the other shareholder to buy him out at the stated price; or • Each shareholder submits a sealed bid with the lowest price per share at which the shareholder would sell. The shareholder with the highest price buys out the others at the lower price submitted; or • The parties have a third party appraiser determine the value per share, and then the shareholder triggering the buy-sell will either buy the others’ shares at a set premium to the determined value or sell shares at an equivalent discount. The parties should consider setting a time limit on the process to provide some certainty. Other methods to resolve deadlock include an agreement to arbitrate disputes or granting a “springing vote” to a third party which can be used in the event of a deadlock. Drafting Considerations: • Are the parties in different financial situations which would make it difficult for one party to purchase shares? • What is the relative percentage ownership? It may be more difficult for a shareholder to purchase a large block. An example of a deadlock provision is in Exhibit B attached hereto.
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Deadlock Provisions. (a) In the event of a deadlock of the Board of Directors, at two consecutive meetings, with respect to the Strategic Plan or another matter that, as a result of such deadlock, threatens to have a materially adverse effect on the financial condition or operations of the Company, including matters relating to the Strategic Plan or Section 3.3 (b), each Member, acting through its Chief Executive Officer or other designated representative, shall consult in good faith during the period of 120 days following the second such Board of Directors meeting (the "Consultation Period") in an effort to resolve the deadlock. The Consultation Period may be extended by mutual consent of the Members, and the Members may submit the dispute to binding arbitration if they so elect. If no agreement has been reached between the Members with respect to the dispute within 30 days after the end of the Consultation Period, the Members shall endeavor to negotiate the purchase by one Member or all of the Units of the other Member. In the event that the Members are unable to negotiate an acceptable arrangement with respect to such a purchase of Units, either party may make the offer described in paragraph 8.3(b)
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Deadlock Provisions. 4.4.1 In the event the Company Board cannot agree with respect to a Key Issue or a Fundamental Issue the matter shall be resolved as follows:
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Deadlock Provisions. 7 9 If the Directors nominated by RADIANCE and the Directors nominated by GLOBE are unable to pass an identical resolution at two successive board of directors' meetings the Parties agree to negotiate for the sale of all of one Party's shares of RADIATEC to the other Party. If negotiations fail, either Party may demand the liquidation of RADIATEC, in which case each of the Parties shall vote its shares of RADIATEC at its general meeting of shareholders to approve liquidation of RADIATEC, so that RADIATEC will be liquidated in accordance with Section 11 below.
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Deadlock Provisions. In the event the Board of Directors fails to resolve, in accordance with Section 4.5 or 4.6 of this Agreement, any matter properly before the Board of Directors that materially and adversely affects the continued operation of the Company and provided that such failure is not caused by a material breach under this Agreement or any other Company agreement by IN Stockholder or TW Stockholder or the Affiliates of IN Stockholder or TW Stockholder, the Board of Directors shall schedule another meeting as soon as reasonably possible to discuss and resolve such matter. If the IN Directors and TW Directors fail to resolve such matter, or if a quorum is not present at such meeting, or if a quorum is not present for any two consecutive Board of Directors meetings, either such Stockholder may declare a deadlock ("Deadlock") and send written notice thereof to the other Stockholder.
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Deadlock Provisions 
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Related to Deadlock Provisions

  • Lock-Up Provisions (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (A) the one (1) year anniversary of the date of the Closing, (B) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of Xxxxxx, (III) to any Permitted Transferee (as defined below), (IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

  • Clawback Provisions Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

  • Concluding Provisions (1) It is expressly and clearly understood that if, at any time, the Comptroller deems it appropriate in fulfilling the responsibilities placed upon him by the several laws of the United States of America to undertake any action affecting the Bank, nothing in this Agreement shall in any way inhibit, estop, bar, or otherwise prevent the Comptroller from so doing.

  • Protective Provisions So long as shares of Series A Preferred --------------------- Stock and/or Series B Preferred Stock are outstanding, this corporation shall not without first obtaining the approval (by vote or written consent, as provided by law) of the holders of a majority of the then outstanding shares of Series A Preferred Stock and Series B Preferred Stock, voting together as a single class on an as converted basis:

  • Remaining Provisions Except as expressly modified by this Amendment, the Employment Agreement shall remain in full force and effect. This Amendment embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, oral or written, relative thereto.

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