Common use of Deadlock Provisions Clause in Contracts

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) business days after the last timely bid is submitted, will have the right to purchase the Membership Interest of the other Voting Member. The Transfer of such Membership Interest will be closed not later than thirty (30) days following the certification of the highest bid by the independent accountants or other Third Party; and (e) If one Voting Member wishes to purchase the Membership Interest of the other Member and the other Voting Member opted to sell or dissolve, then for a period of ninety (90) days (the “Deadlock Negotiation Period”) after the date the last notice from the Members is given, the Voting Members will negotiate, in good faith, in an attempt to mutually agree on a Transfer price and other terms and conditions of any Transfer between them. If the Voting Members fail to reach agreement on a Transfer price or terms during the Deadlock Negotiation Period, the Members will attempt to agree on an independent Third Party appraiser of national reputation who then will determine the fair market value of the selling Member’s Membership Interest within sixty (60) days after appointment by the parties. If the Voting Members are unable to agree on an independent Third Party appraiser within ten (10) days after the end of the Deadlock Negotiation Period, each Voting Member will appoint an independent Third Party appraiser of national reputation within ten (10) days after the end of the Deadlock Negotiation Period which appraisers will within ten (10) days of the date of the later of the two was appointed, agree on a third independent Third Party appraiser of national reputation who is qualified to make the fair market value determination and has no material relationship with either NatureWorks or Sinoven or any of their Affiliates. Within sixty (60) days of the appointment of the third independent Third Party appraiser, the three appraisers will report back to the Voting Members with a fair market value of the Membership Interest to be sold that is agreeable to all three appraisers; or, absent agreement of the appraisers, will each report their fair market value assessment and the fair market value at which the Membership Interest will be sold will be the average of the three appraisals. The Transfer of the Membership Interest of the selling Member will be closed not later than thirty (30) days following the final determination of the selling price of such Membership Interest and the purchase price will be fully paid in cash upon the closing of such transaction to the selling Member. (f) If one Voting Member wishes to sell its Membership Interests and the Company as an ongoing Entity to a Third Party and the other Voting Member desires to dissolve the Company, the Voting Members will, in good faith, negotiate a resolution. If the Voting Members are unable to negotiate a resolution within thirty (30) days, the Company will be dissolved.