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; (b) If both Voting Members desire to dissolve the Company and sell the assets of the Company on other than an ongoing concern basis, then the provisions of Article XIII will apply; (c) If both Voting Members desire to sell their Membership Interests (and the Company as an ongoing concern), then both Voting Members will cooperate in an effort to sell their Membership Interests to a Third Party Entity; (d) If both of the Voting Members desire to purchase the Membership Interest of the other Voting Member, then each of the Voting Members will, within sixty (60) days after the date the last notice from the Voting Members is given, submit a sealed bid to the independent accountants of the Company (or other mutually acceptable independent Third Party) specifying the price at which said Voting Member is willing to purchase the Membership Interest of the other Voting Member for cash at closing. The Voting Member submitting the highest timely bid, as certified by the independent Third Party within two (2)...
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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. 12.1 The Offeror shall include in the Offer Notice: (a) an offer: (i) to sell all of its Shares (the "Sell Shares") to the Offeree (a "Sell Offer"); and (ii) to buy all the Shares (the "Buy Shares") held by the Offeree (a "Buy Offer"); (b) the fixed price per Share (the "Offer Price") payable or receivable by the Offeree in the case of a Sell Offer or a Buy Offer respectively (together the "Offers") and, in each case, the Offer Price shall be the same, and once an Offer Notice has been sent it shall immediately preclude the sending by the other Shareholder of an Offer Notice. 12.3 The Offers shall remain open for written acceptance by the Offeree for ten (10) Business Days from the date of its receipt of an Offer Notice (the "Offer Period") and the Offeree shall either accept the Sell Offer or the Buy Offer, failing which the Offeree shall be deemed to have accepted the Buy Offer.
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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) (b) Either Member shall have the right to offer in writing to either buy all of the Units of the other Member or sell all of its Units to the other Member at the price per Unit and on the terms stated by the offering Member in his written offer (the "Offered Price and Terms"). The other Member shall, within ninety (90) days of the receipt of the written offer from the offering Member, either agree to buy the offered Units at the Offered Price and Terms or agree to sell all of its own Units to the offering Member at the Offered Price and Terms. The other
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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. 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. 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: a. The Company Board shall set the Key Issue or the Fundamental Issue aside for a period of forty-five (45) days. During that period, the Representatives of the Company Board shall consider in good faith ways of alleviating or avoiding the Deadlock. b. At the end of the said period, the Company Board shall again meet to discuss the suggestions for alleviating and/or avoiding the Deadlock. If no such resolution is achieved, the Key Issue or the Fundamental Issue shall be referred to the chief executive officers of the Shareholders for resolution by such chief executive officers. If the matter has not been resolved by such chief executive officers in writing at the close of business on the forty-fifth (45th) day of such referral (unless the chief executive officers agree to extend such period), a Deadlock shall be deemed to have occurred in relation to the Key Issue or Fundamental Issue which Deadlock shall be notified in writing to each Shareholder within five (5) Business Days from declaration of the Deadlock.
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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. • 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 
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Related to Deadlock Provisions

  • Lock-Up Provisions (a) The Subject Party hereby agrees not to, during the period commencing from the Closing and ending on the earliest of (x) six (6) months after the date of the Closing and (y) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of the Purchaser Common Stock for cash, securities, or other property (the “Lock-Up Period”): (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”). (b) The foregoing shall not apply to the transfer of any or all of the Restricted Securities (I) to any Permitted Transferee or (II) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (I) or (II), it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject Party, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject Party’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of the Subject Party or the immediate family of the Subject Party, (3) if the Subject Party is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownership. The Subject Party further agrees to execute such agreements as may be reasonably requested by the Purchaser that are consistent with the foregoing or that are necessary to give further effect thereto.

  • Controlling Provisions In the event of any inconsistencies between the provisions of this Amendment and the provisions of any other Loan Document, the provisions of this Amendment shall govern and prevail. Except as expressly modified by this Amendment, the Loan Documents shall not be modified and shall remain in full force and effect.

  • 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).

  • Governing Provisions This Agreement is made under and subject to the provisions of the Plan, and all of the provisions of the Plan are also provisions of this Agreement. If there is a difference or conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan will govern. By signing this Agreement, the Grantee confirms that he or she has received a copy of the Plan.

  • Concluding provisions Section 7.1 - Entire Agreement. All prior understandings, letters of intent, and agreements between the parties are merged in and superseded by this Agreement (including all Exhibits hereto).

  • CLOSING PROVISIONS (a) Subscriber agrees to be identified as a customer of JetBrains and agrees that JetBrains may refer to Subscriber by name, trade name and trademark, if applicable, and may briefly describe Subscriber’s business in JetBrains marketing materials, on JetBrains Site, and in public or legal documents. Subscriber hereby grants JetBrains a worldwide, non- exclusive, royalty-free license to use Subscriber’s name and any of Subscriber’s trade names and trademarks solely pursuant to this marketing section. (b) This Agreement is governed by the laws of the Czech Republic. All disputes arising from the present Agreement and/or in connection with it shall be finally brought to and decided by any relevant competent common court in the Czech Republic. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. (c) JetBrains may modify this Agreement at any time by posting a revised version of the Agreement on JetBrains Site. The modified terms will become effective upon posting of a revised version of the Agreement on JetBrains Site. By continuing to use Service after the effective date of any modification to this Agreement, Subscriber agrees to be bound by the modified terms. It is Subscriber’s responsibility to check JetBrains Site regularly for modifications to this Agreement. (d) The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, or a fiduciary or employment relationship between the parties. (e) Sections 7, 8, 9, 10, 12 (c), 12(d), 14(a), 14(b), and 14(c) shall survive any termination or expiration of this Agree- ment. (f) There are no third-party beneficiaries to this Agreement. (g) If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

  • Entire Agreement, Severability and Force Majeure This Agreement contains the entire agreement between Issuer and Escrow Agent regarding the Escrow Account. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. Furthermore, no party shall be responsible for any failure to perform due to acts beyond its reasonable control, including acts of God, terrorism, shortage of supply, labor difficulties (including strikes), war, civil unrest, fire, floods, electrical outages, equipment or transmission failures, internet interruptions, vendor failures (including information technology providers), or other similar causes.

  • Scheduling Provisions The scheduling and premium provisions relating to consecutive weekends off in Article 16 do not apply to employees who accept positions under this provision.

  • Term; Termination; Survival of Provisions The term of this Agreement shall commence on the date hereof and shall continue, unless earlier terminated pursuant to the provisions of this section, for twelve (12) months, automatically renewed thereafter for monthly periods unless either Party informs the other in writing thirty (30) days prior to the end of the current term of its intent to terminate this Agreement. This Agreement may be terminated prior to the end of the current term, by mutual written consent of the Parties hereto, or: a. by any Party, upon thirty (30) days’ prior written notice; and b. by either Co-Manager (with respect to such Co-Manager, but not to the other Co-Manager) in the event that Client fails to pay any amount due hereunder within thirty (30) days of that due date or otherwise breaches its obligations to such Co-Manager. Termination of this Agreement will not affect either Co-Manager’s right to receive continuing compensation with respect to investments made prior to such termination. It is understood and agreed that the provisions of this Agreement relating to the payment of fees and expenses, confidentiality, and indemnification shall survive any termination of this Agreement.

  • Protective Provisions In addition to any other vote or consent required herein or by law, unless the directors designated by the holders of the shares of the Series A Preferred Stock originally issued under the Purchase Agreement (as defined herein) control the Board of Directors of the Corporation with respect to all actions, for so long as any shares of the Series A Preferred Stock originally issued under the Purchase Agreement remain outstanding (subject to equitable adjustments for stock splits, stock dividends and the like with respect to the Series A Preferred Stock), except where the vote or written consent of the holders of a greater number of shares of the Corporation is required by law or by the Amended and Restated Articles of Incorporation, and in addition to any other vote required by law or by the Amended and Restated Articles of Incorporation, the Corporation shall not, and the Corporation shall cause its subsidiaries not to, as applicable, without the prior vote or written consent of the holders of at least 75% of the shares of the Series A Preferred Stock originally issued under the Purchase Agreement then outstanding: (a) amend the articles or bylaws in any manner that would alter or change any of the rights, preferences, privileges or restrictions of the Series A Preferred Stock or the shares issuable upon conversion of the Series A Preferred Stock; (b) reclassify any outstanding securities into securities having rights, preferences or privileges senior to, or on a parity with, the Series A Preferred Stock; (c) authorize or issue any additional shares of capital stock (other than to holders of the Series A Preferred Stock); (d) merge or consolidate with or into any corporation or other Person; (e) sell all or substantially all their respective assets in a single transaction or series of related transactions; (f) license all or substantially all of their respective intellectual property in a single transaction or series of related transactions; (g) liquidate or dissolve; (h) alter any rights of the holders of the Series A Preferred Stock or change the size of the Board of Directors; (i) declare or pay any dividends (other than dividends payable to the Corporation or its subsidiaries) on or declare or make any other distribution, directly or indirectly, on account of any shares of Common Stock now or hereafter outstanding; (j) repurchase any outstanding shares of capital stock (other than repurchases or redemptions of the Series A Preferred Stock in accordance with the terms hereof); (k) approve or modify by 10% or more the aggregate amount of any annual or other operating or capital budget, or approve or modify by 50% or more any single line item of any such operating or capital budget; (l) increase the salary of any officer or employee or pay any bonus to any officer, director or employee not contemplated in a budget or bonus plan approved by directors designated by the holders of the shares of the Series A Preferred Stock originally issued under the Purchase Agreement then outstanding; (m) retain, terminate or enter into any salary or employment negotiations or employment agreement with any employee or any future employee; (n) incur indebtedness (other than trade payables) or enter into contracts or leases that require payments in excess of $5,000 in the aggregate; (o) make or incur any single capital expenditure; (p) award stock options, stock appreciation rights or similar employee benefits or determine vesting schedules, exercise prices or similar features; (q) make any material change in the nature of its business or enter into any new line of business, joint venture or similar arrangement; (r) pledge its assets or guarantee the obligations of any other individual or entity; (s) recommend approval of any new equity incentive plan; (t) form or acquire any subsidiary, joint venture or similar business entity; or (u) directly or indirectly enter into, or permit to exist, any material transaction with any affiliate of the Corporation, any director or officer or any affiliate of a director or officer, or transfer, pay, loan or otherwise obligate the Corporation to give cash, services, assets or other items of value to affiliates, officers or directors or any affiliate of a officer or director or commit to do any of the preceding after the date hereof, except for employee compensation or for reimbursement of ordinary business expenses.

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