Deadlocks Sample Clauses

Deadlocks. A “Deadlock” shall be a fundamental breakdown in the relationship between the parties as evidenced by the sequence of events described below. (a) A Member or a Manager (the “Proponent”), advances a proposal (the “Proposal”) for consideration at a meeting of the Board of Managers or Members of the Company; and (b) Prior to the meeting at which the Proposal is advanced, the Proponent notifies the Board of Managers and/or Members that it considers the Proposal to be essential to the continuance of the Proponent’s investment in the Company, specifying the reasons therefore; and (c) The Proposal is not approved at that meeting (as a result of either a rejection thereof or a failure to consider it) or the meeting is canceled by reason of a lack of a quorum resulting from the non-attendance of the non-Proponent Member’s designees, at which time a Deadlock will be deemed to have occurred.

Deadlocks. The JDC shall attempt to resolve any and all disputes relating to Development of Licensed Product during the License Term by consensus. If the JDC is unable to reach a consensus with respect to a dispute within its purview related to Development of Licensed Product then the dispute shall be submitted to the Senior Representatives for review. If the Senior Representatives cannot reach an agreement regarding such dispute within thirty (30) days after submission to them for resolution, then, if the dispute is one over which the JDC has authority pursuant to this Agreement: (i) Biogen Idec shall have final-decision-making authority with respect to decisions related to Territory-Specific Clinical Trials and Post-Approval Clinical Trials required or reasonably useful in connection with Regulatory Approval or Commercialization of Licensed Product in the Licensed Territory, and (ii) AVEO shall have the final decision-making authority with respect to all other decisions related to Development, subject in each case to paragraphs (a) and (b) of this Section 4.8. Notwithstanding anything in this Agreement to the contrary, any decision within the purview of the JDC for which one of the Parties has exercised its final decision-making authority, as set forth in this Agreement, shall be considered a decision or approval of the JDC.

Deadlocks. (a) Subject to Section 6.22(c), from and after January 1, 2021, if a Fundamental Decision Approval is not obtained pursuant to Section 6.19 (or Section 6.15) or a Titanium Family Approval is not obtained pursuant to Section 6.20(a), in each case within twenty-one (21) Days after submission of such matter to the Board of Directors or the Titanium Family Designee, as applicable, then either the Silver Member or the Titanium Family Designee can send written notice thereof to the other (a “Deadlock Notice”), stating that failure to reach agreement on such matter within twenty-one (21) Days after delivery of the Deadlock Notice will give rise to a deadlock with respect thereto (a “Deadlock”); provided, that the Silver Member may not deliver more than two Deadlock Notices in any twelve (12) month period and the Titanium Family Designee may not deliver more than two Deadlock Notices in any twelve (12) month period. As promptly as practicable following the giving of a Deadlock Notice, the chief executive officer of Silver Parent and the Chief Executive Officer (and, at the election of the Titanium Family Designee, a representative of the Titanium Family Group) shall meet to negotiate in good faith in order to try to resolve the deadlock or disagreement over the disputed matter or matters (it being understood that a refusal to meet or negotiate on the part of any Person shall not preclude a Deadlock from occurring). If the representatives pursuant to the preceding sentence are unable to reach agreement on the disputed matter prior to the occurrence of a Deadlock as set forth in this Section 6.22(a), then the Company shall submit such Deadlock, and either the Silver Member or the Titanium Family Designee may cause such Deadlock to be submitted, to binding arbitration before a Qualified Expert under the rules of the American Arbitration Association that are in effect as of the date of this Agreement (or, in the event that the American Arbitration Association will not proceed on that basis, under the rules of the American Arbitration Association then in effect) (the “Rules”) and the procedures set forth in Section 6.22(b) shall be followed. The place of arbitration shall be New York, New York. A judgment on the award or decision rendered by the Qualified Expert may be entered in any court having jurisdiction thereof. (b) The Rules for “Expedited Procedures” shall apply to a Deadlock only if and to the extent the Silver Member elects in its sole discretion. In the even...

Deadlocks. If for any reason the JOC cannot resolve any matter properly referred to it, either Party may refer the matter to the Senior Executives for resolution. If after discussing the matter in good faith and attempting to find a mutually satisfactory resolution to the issue, the Senior Executives fail to come to consensus within five (5) Business Days of the date on which the matter is referred to the Senior Executives, the provisions of Sections 3.3(d), 3.4(b), and 3.5(b), as applicable, shall apply and resolutions reached through such provisions shall be binding on the Parties; provided that such decisions are made in good faith and are consistent with the provisions of this Agreement.

Deadlocks. In the event of a Deadlock, the provisions of this Section 1.11 shall apply. (a) For purposes of this Agreement, a “Deadlock” means a situation in which consent has been requested with respect to any matter requiring the action, consent, vote or other approval of the Investor Member or Investor Directors but such consent, vote or other approval has been withheld by the Investor Member or one or both of the Investor Directors .

Deadlocks. (a) Following a meeting of the Management Committee at which one (or more) Participants (via their Representatives) have voted in favour of a proposed resolution and other Participants (via their Representatives) have voted against the proposed resolution of the decision that is the subject matter of the proposed resolution and such proposed resolution was not passed in accordance with the agreement (Deadlock), a Participant (Initiating Participant) may give written notice (Deadlock Notice) to the other Participants (Other Participants) which: (i) identifies the proposed resolution which was not passed at the meeting of the Management Committee; and (ii) designates a senior representative of the Initiating Participant who will have the authority to resolve the Deadlock on its behalf. (b) Within five (5) Business Days of the date of the Deadlock Notice, the Other Participants must promptly designate, by written notice to the Initiating Participant, senior representatives who will have authority to resolve the Deadlock on their behalf. (c) Each Participant's senior representatives designated under clauses 6.11(a) and 6.11(b) must meet and use all reasonable endeavours acting in good faith to resolve the Deadlock within ten (10) Business Days after the date of the Deadlock Notice. (d) If the Deadlock is not resolved under clause 6.11(c), then within fifteen (15) Business Days of the date of the Deadlock Notice, each chief executive officer of the Ultimate Holding Company of each Participant must (including by telephone or video conference) meet and use all reasonable endeavours acting in good faith to resolve the Deadlock. (e) Any resolution of a Deadlock under this clause 6.11 will be a valid resolution of the Management Committee to the extent that the senior representatives or chief executive officers (as applicable) agree that the resolution will have such effect. (f) If: (i) the Joint Venture Interest of each Participant is no longer 50% of the aggregate Joint Venture Interests of all Participants; or (ii) Albemarle and MRL cease to be the Ultimate Holding Companies of AWPL and WLPL, respectively (or of any of their respective Transferee Subsidiaries under clause 12.2), then the Participants will use reasonable endeavours to negotiate and agree to amend this agreement to make provision for the resolution of Deadlocks other than on, or in addition, to the terms of this clause 6.11.

Deadlocks. In the event of a deadlock relating to this Shareholders' Voting Rights Agreement (excluding resolutions to be taken by unanimous vote under Section 5 above in relation to which this Section shall not apply and a dissenting vote shall prevent the adoption of the resolution as provided in such Section 5), JPL, CAS or MHT, as the controlling shareholders of the Holdings, shall have a binding personal casting vote in order to resolve the deadlock immediately. The casting vote shall be exercised in turns by each of JPL, CAS and MHT by order of the most senior individual alive (i.e. the first casting voteshall be exercised by JPL, the second by CAS, the third by MHT, the fourth by JPL, etc). Such right shall terminate upon the 75th (seventy-fifth) birthday of JPL, CAS or MHT, respectively. Such right shall not be transmitted to any successor by inheritance or otherwise and shall remain in effect so long as at least one of JPL, CAS and MHT are alive and less than 75 (seventy-five) years of age. Issues that are resolved by the exercise of this deadlock provision may only be brought again for resolution pursuant to this Section after a period of 2 (two) years.

Deadlocks. If the JDC Representatives, following an intense consultation period of [***], cannot reach agreement on an issue that was raised by a party and was flagged as a material issue to be decided upon, (a “Deadlock”), the representatives of each party shall refer such issue to the chief executive officers of each party, or its direct report officer that is at least a senior vice president (the “Executives”), who promptly shall meet and resolve the issue by mutual agreement in such manner as they deem appropriate. For the purpose of the Executives meeting, JDC shall appoint an independent expert (having proven expertise on development and regulatory activities of pharmaceuticals worldwide (including in Japan) (“Expert”) and such Expert shall present the issues to be resolved and shall give its expert opinion on how to resolve the issue taking into account the basic principal set out in Section 6.1 above to the Executives. The Executive shall sincerely take such Expert’s opinion into consideration to resolve the issue. In the case the Executives fail to reach a mutual agreement, either party shall have the right to seek an arbitration resolution pursuant to Section 13.2.

Deadlocks. In the event the Coordinating Committee is --------- deadlocked with respect to any issue over which it has decision making authority, the issue shall be presented to the President of XXX and to the General Manager of SRP for decision. If the President of XXX and the SRP General Manager cannot resolve the deadlock, they shall select a mutually acceptable independent third party mediator, and both XXX and SRP shall work in good faith to resolve the issue through mediation (which mediation shall be conducted in accordance with the Rules of Commercial Mediation established by the American Arbitration Association). If a good faith effort to mediate the issue fails to achieve a mutually satisfactory result, either party may demand arbitration (which shall be conducted in accordance with the Rules of Commercial Arbitration established by the American Arbitration Association).

Deadlocks. If there is a deadlock at the level of the Board of Directors, the Members agree to use their reasonable best efforts to attempt to resolve the deadlock within ten (10) Business Days after receiving notice from the Board of Directors of such deadlock. If the dispute or controversy cannot be amicably resolved, it shall be brought to the attention of the Mediators, who shall, as mediators in good faith, use their best efforts to find an amicable solution. While any Board of Directors deadlock is pending, the Company and its business shall continue to be operated without interruption in a manner most likely to continue its operations in the ordinary course of business.