Deadlock Resolution. (a) In the event a matter requiring Supermajority Board Approval pursuant to Section 2.08 of this Agreement fails to obtain a Supermajority Board Approval but obtains a Majority Board Approval, the Board may, upon the affirmative vote of at least four Directors, elect to reconsider the matter at a second meeting of the Board to be called specifically for such purpose (the “Second Meeting”). The Second Meeting shall occur no less than 30 days following the Board meeting at which such matter was initially considered.
(b) In the event a Second Meeting is called to reconsider a matter as set forth in Section 2.14(a) of this Agreement, and such matter again fails to obtain a Supermajority Board Approval, then, upon the affirmative vote of at least four Directors, the Board shall call for a period of 45 days for all Directors to reconsider such matter (a “Reconsideration Period”); provided that in the event such matter relates to an Urgent Matter, a Reconsideration Period shall not apply.
(c) Following the Reconsideration Period, any Director nominated by NewCo or MDZ may call for a third meeting of the Board for the purpose of reconsidering such matter (the “Third Meeting”). The Third Meeting shall occur no less than 15 days following the end of the Reconsideration Period.
(d) In the event either (i) a Third Meeting is called to reconsider such matter, and such matter again fails to obtain a Supermajority Board Approval, or (ii) if such matter relates to an Urgent Matter, such matter fails to obtain a Supermajority Board Approval at the Second Meeting, then a deadlock shall be deemed to have occurred. The Board shall notify NewCo and MDZ in writing of such deadlock no later than five days following the occurrence of such deadlock (a “Deadlock Notification”).
(e) Following a Deadlock Notification, each of NewCo and MDZ may, in its sole discretion, submit a written offer to the Board and to such other Shareholder, within 30 days of receipt of the Deadlock Notification, to purchase all, but not less than all, of the Shares held by such other Shareholder immediately after the Closing Date (to the extent such Shareholder continues to hold such Shares). Such written offer shall state the cash price proposed by NewCo or MDZ, as applicable, for the other’s Shares, which cash price shall not be less than the greater of (i) the daily weighted average price per Share for the Company’s Shares for the 90-day period ending on the day prior to the date of such written offer, ...
Deadlock Resolution. Any deadlock or dispute that cannot be resolved by the Project Team or in the manner contemplated in Article 18 will be referred initially by the Parties to their respective chief executive officers (or such other persons as may be designated by the chief executive officer) for settlement in good faith. The chief executive officers or designees will meet within seven (7) days of the date on which the deadlock or dispute is so referred. If the deadlock or dispute cannot be resolved, then the chief executive officers will, within seven (7) days of the initial meeting, meet again in the presence of a Special Expert (who will be mutually agreed by the Parties and whose expenses shall be paid by the Parties equally) to attempt to settle the deadlock or dispute. If the deadlock or dispute is not resolved within seven (7) days of the initial referral to the chief executive officers, the Special Expert will make a decision to resolve the dispute and such decision will be binding on the Parties, subject to Article 19 of this Lease.
Deadlock Resolution. In case of a deadlock with respect to the decision-making process of the JSC, Section 15.1 shall apply.
Deadlock Resolution. In the event a deadlock occurs with respect to the decision-making process of the JSC, such deadlock shall be subject to binding determination by an expert panel in the Hong Kong Special Administrative Region. The expert panel shall consist of [***] members, [***] of which [***] appointed by each Party and the [***] member shall be selected by the other [***] members (collectively, the “Experts”). The panel must be appointed within [***] days of the occurrence of a deadlock event or such longer period as the Parties may agree. Each Expert shall be a person having not less than [***] years’ experience in the area of expertise in the business of pharmaceuticals (including biologics) and having no conflict of interest with either Party. If the issues in dispute involve scientific, technical or commercial matters, the Experts chosen hereunder shall have educational training or industry experience sufficient to demonstrate a reasonable level of relevant scientific, medical and industry knowledge, as necessary to resolve the dispute. With respect to any dispute to be submitted to an Expert pursuant to this Agreement, the use of the Expert shall be the exclusive remedy of the Parties, and neither Party shall attempt to adjudicate such dispute in any other forum. The decision of the Experts shall be final and binding on the applicable Parties involved in such dispute and deadlock resolution procedure contemplated by this Section 15.1 and shall not be capable of challenge, whether by arbitration, in court or otherwise. All proceedings and communications shall be in English.
Deadlock Resolution. Any deadlock in the vote of the Directors that cannot be resolved by the Stockholders (a “Dispute”), shall be resolved as follows: The Dispute shall be submitted to final and binding arbitration in Orange County, Florida, administered by JAMS, or its successor, in accordance with the rules and procedures of JAMS then in effect. The Stockholders agree that any and all Disputes that are submitted to arbitration in accordance with this Section shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in Delaware and who is experienced in commercial transactions. The directors and the Company will cooperate with JAMS and with one another in selecting an arbitrator from the JAMS panel of neutrals and in scheduling the arbitration proceedings. If the directors are unable to select the arbitrator within ten (10) business days after receipt of the arbitration notice, then JAMS shall designate the arbitrator. The arbitration shall be conducted in accordance with the rules and procedures of JAMS then in effect. Any director may commence the arbitration process by filing a written demand for arbitration with JAMS, with a copy to the other directors. Each of the directors will participate in the arbitration in good faith, and the Company shall pay the administrative costs and arbitrator’s fees associated with the arbitration. The arbitrator shall apply Delaware law without reference to conflicts of laws principles. Any award issued as a result of such arbitration shall be final and binding between the Stockholders and the Company, and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. Each Stockholder expressly acknowledges and understands that by entering into this Agreement, such Stockholder is waiving its rights to have any Dispute adjudicated by a court or by a jury.
Deadlock Resolution. 13.1 There is a deadlock if a resolution is proposed and one of the following applies:
Deadlock Resolution. If a decision in respect of a matter referred to in Section 4.3 hereof, is not approved pursuant to Section 4,3, then:
(a) the Shareholders shall consult with each other in good faith during a period of fifteen (15) Business Days to determine whether they can resolve the matter;
(b) if such consultation fails to resolve the deadlock then, within a further period of fifteen (15) Business Days, the Managing Director of JV Partner and the President of Global Green, as Global Green' designated representative, shall discuss possible resolutions;
(c) if such process of consultation results in a mutual decision that the relevant decision should be approved (whether in the original or a modified form), the Shareholders shall cause such decision to be approved;
(d) if such process of consultation fails to resolve fails to resolve the matter, Global Green shall be entitled to exercise its rights under Section 7.1(b) hereof.
Deadlock Resolution. 14.1 In the event that a deadlock has occurred and/or in the event any misunderstanding, disagreement or dispute shall arise between the parties hereto concerning any aspect of this Contract Agreement, including any dispute touching the validity or the construction, meaning or effect of this Contract Agreement, or the rights or liabilities of the parties hereunder, or any matter arising out of the same, or connected herewith, the parties hereby covenant that, in keeping with the cordial relationship of good faith and mutual trust that exists between them, they will exercise xxxxxxx efforts and use their best endeavours to resolve any such misunderstanding, disagreement or dispute in an amicable manner so as to eliminate any discord and avoid any conflict.
14.2 To that end, the parties hereto hereby agree that in the event that any such dispute shall fail to be amicably resolved by and between the parties themselves after xxxxxxx efforts have been made to arrive at a mutually acceptable resolution thereof and a period of FOURTEEN (14) DAYS has expired, the matter shall be resolved in accordance with the provisions of Clause 20 of the General Conditions (Schedule I hereof).
Deadlock Resolution. (i) In the event of a Deadlock, any Shareholder may issue a written notice to the other Shareholders setting out particulars of the Deadlock and requesting consultation (“Deadlock Notice”). Upon the receipt of a Deadlock Notice, the
Deadlock Resolution. 9.1. For the purposes of this clause, a “deadlock” is deemed to have occurred if:
(i) a matter relating to or affecting the Company has been raised at and/or considered by a meeting of the Board or a Shareholder meeting; and
(ii) no resolution has been passed by such meeting by reason of any equality of votes for and against any resolution proposed relating to such matter or by virtue of consent not having been obtained in accordance with clause 7.13 above.
9.2. In the event of a deadlock, any of the Parties, within ten (10) Business Days after the date of the deadlock, can serve on the other Party (including the Company), a notice (“Deadlock Notice”) stating the details and the circumstances of the deadlock and the stand of the Party issuing the Deadlock Notice.
9.3. If a Deadlock Notice is served pursuant to this clause, the matter shall be referred for resolution to the Chairman of the Consultant and the Chairman of MPUIF (or other person of equivalent status) who shall endeavour to resolve the matter in good faith through informal discussion.
9.4. In the event that in spite of the above, the Deadlock is not resolved within a period of forty-five (45) Business Days of the date of service of the Deadlock Notice, then the matter shall be referred to arbitration in accordance with the provisions of clause 12.5 below.
