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.
Appears in 5 contracts
Samples: Limited Liability Company Agreement (Cinergy Corp), Limited Liability Company Agreement (Cinergy Corp), Limited Liability Company Agreement (Cinergy Corp)
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 '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 's designees, at which time a Deadlock will be deemed to have occurred.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Cinergy Corp), Limited Liability Company Agreement (Cinergy Corp)