Deadlock situation Clause Samples
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Deadlock situation. (a) The Shareholders and their respective designated Directors shall seek in good faith to reach consensus on material business decisions relating to the conduct of the Business. Such decisions shall be taken in the best interest of the Company. If the requisite affirmative vote required with respect to any resolution to be adopted by the Board is not attained, and the adoption of such resolution can reasonably be deemed essential to the survival of the Company or the absence of which can reasonably be deemed to prevent the Company from conducting its business, the Chairman shall reconvene another Board meeting to be held at the earliest three (3) weeks and at the latest four (4) weeks after the Board meeting during which the disagreement occurred. The agenda of this second Board meeting shall relate exclusively to those matters subject of the disagreement.
(b) If the disagreement is not resolved during the second Board meeting, then the Directors designated by RPC and the Directors designated by LII Europe shall respectively consult the (i) chief executive officer of RPC
(i. e., the president du conseil d'administration of RPC) and the chief executive officer of the Guarantor within eight (8) days following the date of the second Board meeting. The respective chief executive officers of RPC and Guarantor shall then have one (1) month after the expiration of this eight (8) day-period to try to resolve the disagreement. If as a result of negotiations between the chief executive officers of RPC and Guarantor, the disagreement is resolved within such one (1) month, the Shareholders shall promptly take any and all actions necessary to cause the Company to enforce the agreement reached between the chief executive officers of RPC and Guarantor.
(c) If the chief executive officers of RPC and Guarantor do not resolve the disagreement as provided by paragraph (b) above ("Deadlock Situation"), the parties shall by mutual agreement designate a mediator (conciliateur) who shall be an individual of established reputation in the French business community, fluent in both French and English and independent of each Shareholder. Failing mutual agreement on the designation of such mediator within fifteen (15) days, either party may request the International Chamber of Commerce to designate such a person fulfilling the above criteria. Said mediator shall have as his or her mission to seek a mutually acceptable resolution of the Deadlock Situation, but shall have no binding po...
Deadlock situation. If a proposal is made in respect of one of the matters referred to in Clauses 3.3 or 4.5 but is not approved in accordance with that Clause or the Supervisory Board is unable to reach agreement on any other resolution before it, any Shareholder may give written notice to the other Shareholders (with a copy to the Company) that it regards a deadlock situation as having arisen (“Deadlock Notice”). Only one Deadlock Notice may be served in respect of any one proposal.
Deadlock situation. CLAUSE XV
1. During the Put Option Period, in case of financing needs by any of the Operating Companies either due to the inability or the impossibility of them to find any financial support from any external source, then the Shareholders shall attempt to reach an agreement with respect to the financial support needed by any of the Operating Companies, proportionally to their respective shareholding in the respective Operating Companies, whether in form of capital increases, borrowings by the respective Operating Companies secured by the Shareholders, Shareholder’s loans or otherwise.
2. If the Shareholders fail to reach such agreement (“Deadlock Situation”), either Shareholder may notice to the other the occurrence of this Deadlock Situation, and the issue will be put to a special committee for the resolution of disagreement (“the Committee”). The Committee will be composed of a representative of MCC and a representative of the Minority Shareholder, who are to be designated by each Shareholder within ten days from notice of the Deadlock Situation. The Committee shall attempt to resolve the reasons for the disagreement and shall transmit its final conclusions within thirty (30) days of the date of initial notice of the Deadlock situation. 3 Failing the Committee resolving the disagreement, then MCC could initiate the share transfer mechanism set out below, in accordance with the respective terms thereof.
i) To initiate the share transfer mechanism hereunder, MCC shall give notice to the Minority Shareholder, that is thereby exercising its right under this Clause, and therefore offers to purchase all of Minority Shareholder’s Shares at the price per share stated in the offer.
ii) Minority Shareholder may, within 15 days of the effective date of MCC’s notice, give notice of a counter-offer to purchase all MCC’s Shares, at a price per share stated in the counter-offer - but which in any case shall not be less than the amount 5% greater than the price per share stated in MCC’s offer;
iii) MCC may, within 15 days of the effective date of Minority Shareholder’s notice, give notice of a counter-offer to purchase all Minority Shareholder’s Shares, at a price per share stated in the counter-offer - but which in any case shall not be less than the amount 5% greater than the price per share stated in Minority Shareholder’s counter-offer.
iv) Either the process continues in the same way (with a 15 day notice period for each subsequent counter-offer) until Collotype or...
Deadlock situation. 22.6.1 If a proposal is made by a representative at a meeting of the Supervisory Committee but is not passed by a resolution of the Supervisory Committee, either party may give written notice to the other that it regards a deadlock situation as having arisen (“Deadlock Notice”). Only one Deadlock Notice may be served in respect of any one proposal.
22.6.2 If a Deadlock Notice is served then the matter shall be referred to arbitration (or, in respect of Tax, to expert determination) in accordance with Clause 22.7.
Deadlock situation. If a bona fide proposal is made in respect of one of the matters referred to in clause 6 (Reserved Matters) but is not approved in accordance with that clause, either a Reuters Director or a CME Director may give written notice to CME or Reuters (as the case may be) that it regards a deadlock situation as having arisen (a “Deadlock Notice”). Only one Deadlock Notice may be served in respect of any one proposal.