Management Committee Deadlocks Sample Clauses

Management Committee Deadlocks. Except as otherwise expressly provided in this Agreement, including without limitation Section 10.8, in the event that any question is submitted to or comes before the Management Committee and such question is not approved by the vote required in accordance with the provisions of Section 6.4, then any Joint Venturer may give to each other Joint Venturer notice that such Joint Venturer desires to secure the agreement of such other Joint Venturer or Joint Venturers to such matter, specifying the matter upon which agreement is desired and specifying the period of time within which such Joint Venturer desires that agreement shall be reached. If agreement has not been reached within the time specified in the said notice, any Joint Venturer may give notice to each other Joint Venturer of submission of such matter to arbitration and thereafter such matter shall be determined by arbitration conducted in the manner provided in Section 13.2. Upon the giving of such notice, the Joint Venturers shall endeavor to agree upon the appointment of a single arbitrator. If the Joint Venturers fail to appoint an arbitrator within sixty (60) days after notice of submission of such matter to arbitration has been given, each Joint Venturer shall appoint an arbitrator. The arbitrators appointed by the Joint Venturer shall choose a single arbitrator (the "Arbitrator"). All arbitrators chosen by the Joint Venturers shall be qualified as to knowledge and experience in the subject matter of the dispute; and in the event that the issue in dispute is primarily legal in nature, such arbitrator(s) shall also be practicing attorneys. Upon the decision by the Arbitrator with respect to any matter referred to arbitration pursuant to the provisions of this Section 13.1, the Joint Venturers shall take such reasonable steps as may be within their power to cause the course of action determined by the Arbitrator to be carried out.
Sample 1
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Management Committee Deadlocks. From and after the Sandpiper Project In-Service Date, if the Management Committee reaches an impasse on resolving a decision presented to the Management Committee for approval, then any Manager who determines that such dispute is of such significance and magnitude that it requires additional extraordinary measures to resolve, by written notice to the other Managers given within three Business Days after the initial vote on such matter or proposal (or, if such matter or proposal is proposed to be approved by written consent in lieu of a meeting of the Management Committee, after it is reasonably evident that such written consent will not receive such required approval), may call a meeting of the Management Committee to reconsider such matter or proposal, such meeting to be held when, where and as reasonably specified in said notice, but not less than three Business Days nor more than seven Business Days after the date of such notice. If such meeting is called and held as herein provided and the matter or proposal is offered at such meeting again and (i) does not receive the required approval of the Management Committee for such matter or proposal or (ii) a quorum is not present at such meeting, then any Manager may within three Business Days thereafter submit the matter to executive negotiations in accordance with Section 17.04(b).
Sample 1
Management Committee Deadlocks. If any matter or proposal is brought before the Management Committee which is to be decided by a Majority in Interest and a Majority in Interest does not vote for or against such matter or proposal, any Member, by written notice to all the other Members given within 10 days after the initial vote on such matter or proposal, may call a meeting of the Management Committee to reconsider such matter or proposal, such meeting to be held when, where and as reasonably specified in said notice, but not less than 15 days nor more than 25 days after the date of such Management Committee vote. If such meeting is called and held as herein provided and a Majority in Interest does not vote for or against such matter or proposal, then any Member may within 10 days thereafter submit the matter to arbitration in accordance with Sections 14.7 through 14.14. If no Member calls such a 23 28 meeting within the first 10 day period after the second meeting, no Member shall thereafter have any right to request arbitration regarding such matter or proposal.
Sample 1
Management Committee Deadlocks. If the Management Committee reaches an impasse on resolving a decision presented to the Management Committee for approval, then any Manager who determines that such dispute is of such significance and magnitude that it requires additional extraordinary measures to resolve, by written notice to the other Managers given within three Business Days after the initial vote on such matter or proposal (or, if such matter or proposal is proposed to be approved by written consent in lieu of a meeting of the Management Committee, after it is reasonably evident that such written consent will not receive such required approval), may call a meeting of the Management Committee to reconsider such matter or proposal, such meeting to be held when, where and as reasonably specified in said notice, but not less than three Business Days nor more than seven Business Days after the date of such notice. If such meeting is called and held as herein provided and the matter or proposal is offered at such meeting again and (i) does not receive the required approval of the Management Committee for such matter or proposal or (ii) a quorum is not present at such meeting, then any Manager may within three Business Days thereafter submit the matter to executive negotiations in accordance with Section 14.07(b).
Sample 1

Related to Management Committee Deadlocks

  • Management Committee The Members shall act collectively through meetings as a "committee of the whole," which is hereby named the "Management Committee." The Management Committee shall conduct its affairs in accordance with the following provisions and the other provisions of this Agreement:

  • Operating Committee 7.01 To coordinate the operation of their respective generating, transmission and substation facilities, in order that the advantages to be derived hereunder may be realized by the parties hereto to the fullest practicable extent, the parties shall establish a committee of authorized representatives to be known as the Operating Committee. Each of the parties shall designate in writing delivered to the other party, the person who is to act as its representative on said committee (and the person or persons who may serve as alternates whenever such representative is unable to act). Each of such representatives and alternates shall be persons familiar with the generating, transmission, and substation facilities of the system of the party he represents, and each shall be fully authorized (1) to cooperate with the other representative (or alternates) and (2) to determine and agree from time to time, in accordance with this agreement and with any other relevant agreements then in effect between the parties, upon the following:

  • Transition Committee Prior to the Effective Time, the Parties shall establish a transition committee (the “Transition Committee”) that shall consist of an equal number of members designated by Baxter and Baxalta at all times, with each Party having the right to replace the Transition Committee members delegated by it from time to time and taking such efforts as are necessary from time to time to cause the Transition Committee to consist of an equal number of representatives of Baxter and Baxalta (in a total number determined from time to time by the Parties). The Transition Committee shall be responsible for monitoring and managing all matters related to any of the transactions contemplated by this Agreement or any Ancillary Agreements. The Transition Committee shall have the authority to (a) establish one or more subcommittees from time to time as it deems appropriate or as may be described in any Ancillary Agreements, with each such subcommittee comprised of an equal number of members representing each Party, and each such subcommittee having such scope of responsibility as may be determined by the Transition Committee from time to time; (b) delegate to any such committee any of the powers of the Transition Committee; and (c) to combine, modify the scope of responsibility of, and disband any such subcommittees, and to modify or reverse any such delegations. The Transition Committee shall establish general procedures for managing the responsibilities delegated to it under this Section 2.14, and may modify such procedures from time to time. All decisions by the Transition Committee or any subcommittee thereof shall be effective only with majority approval, and any such approval must include the approval of at least one member of the Transition Committee designated by Baxter and at least one member of the Transition Committee designated by Baxalta. The Parties shall utilize the procedures set forth in Article VII to resolve any matters as to which the Transition Committee is not able to reach a decision.

  • Advisory Committee (a) The Partnership shall have a committee (the “Advisory Committee”) consisting of Fund Investors or their representatives or designees selected by the Managing General Partner; provided that no member of the Advisory Committee shall be an Affiliate of the Managing General Partner (or a designee or representative thereof). The Managing General Partner will meet with the Advisory Committee at least semi-annually to consult on various matters concerning the Partnership, including financial statements and appraisals, the status of existing investments and such other matters as the Managing General Partner may determine or any member of the Advisory Committee may reasonably propose.

  • Development Committee As soon as practicable, the Parties will establish a joint development committee, comprised of at least one (1) and up to two (2) representatives of Omega and at least one (1) and up to two (2) representatives of Acuitas (the “JDC”). One such representative from each Party will be such Party’s Workplan Leader. Each Party may replace its Workplan Leader and other JDC representatives at any time upon written notice to the other Party, provided, however, that each Party shall use reasonable efforts to ensure continuity on the JDC. With the consent of the other Party (which will not be unreasonably withheld, conditioned or delayed), each Party may invite non-voting employees and consultants to attend JDC meetings as necessary, subject to consultant’s agreement to be bound to the same extent as a permitted subcontractor under Section 3.1(i).

  • Steering Committee Each Party shall name a mutually agreed upon equal number of representatives for the Steering Committee, which shall meet twice per calendar year, or as otherwise mutually agreed by the Parties. In the event that a Steering Committee dispute cannot be resolved, such dispute shall be escalated to a senior executive of each of Customer and Lonza. The primary function of the Steering Committee is to ensure the ongoing communication between the Parties and discuss and resolve any issues arising under this Agreement. In addition to the primary function described above, the Steering Committee shall also take on the following responsibilities:

  • Management Team Subject to any approval or consulting rights of the --------------- Joint Operations Committee, Manager shall engage or designate one or more individuals experienced in dental group management and direction, including, but not limited to, an administrator, who will be responsible for the overall administration of the Practice including day-to-day operations and strategic development activities.

  • Joint Development Committee The Parties shall form a joint development committee (the “Joint Development Committee” or “JDC”), made up of an equal number of representatives of Merck and BioLineRx, which shall have responsibility of coordinating all regulatory and other activities under, and pursuant to, this Agreement. Each Party shall designate a project manager (the “Project Manager”) who shall be responsible for implementing and coordinating activities, and facilitating the exchange of information between the Parties, with respect to the Study. Other JDC members will be agreed by both Parties. The JDC shall meet as soon as practicable after the Effective Date and then no less than twice yearly, and more often as reasonably considered necessary at the request of either Party, to provide an update on the progress of the Study. The JDC may meet in person or by means of teleconference, Internet conference, videoconference or other similar communications equipment. Prior to any such meeting, the BioLineRx Project Manager shall provide an update in writing to the Merck Project Manager, which update shall contain information about the overall progress of the Study, recruitment status, interim analysis (if results available), final analysis and other information relevant to the conduct of the Study. In addition to a Project Manager, each Party shall designate an alliance manager (the “Alliance Manager”), who shall endeavor to ensure clear and responsive communication between the Parties and the effective exchange of information, and shall serve as the primary point of contact for any issues arising under this Agreement. The Alliance Managers shall have the right to attend all JDC meetings and may bring to the attention of the JDC any matters or issues either of them reasonably believes should be discussed, and shall have such other responsibilities as the Parties may mutually agree in writing. In the event that an issue arises and the Alliance Managers cannot or do not, after good faith efforts, reach agreement on such issue, the issue shall be elevated to the Head of Clinical Oncology for Merck and the Vice President of Medical Affairs or Business Development for BioLineRx.

  • Committee Determinations The Committee shall have absolute discretion to determine the date and circumstances of the termination of your Service, and its determination shall be final, conclusive and binding upon you.

  • Joint Remediation Committee If the Sellers (acting reasonably) determine that the Purchasers have committed a Major Default, then, at the election of the Sellers, within three (3) Business Days of the Sellers providing the Purchasers written notice of such determination, the Sellers and the Purchasers shall establish a joint remediation committee of designated executives from the Sellers and the Purchasers (“Joint Remediation Committee”) consisting of three (3) members of each of the Sellers and the Purchasers. The Joint Remediation Committee shall be responsible for overseeing the development of a mutually agreeable plan in accordance with subsection 3 below to either (i) remediate any breaches giving rise to the Major Default to the extent such breaches can be remediated and/or (ii) prevent similar breaches from recurring in the future (clauses (i) and (ii), a “Corrective Action Plan”). Each member of the Joint Remediation Committee shall have sufficient authority on the part of his or her respective party to make decisions relating to matters reviewed by the Joint Remediation Committee, and shall be approved by the other party (such approval not to be unreasonably delayed, conditioned or withheld). The Joint Remediation Committee shall have access to Purchaser Personnel that are primarily responsible for the area of the business relationship (such as information technology, data security or regulatory) where the breaches giving rise to the Major Default arise (such Purchaser Personnel, collectively, the “Subject Matter Experts”). The Sellers and the Purchasers shall cause their respective members on the Joint Remediation Committee to, and the Purchasers shall cause the Subject Matter Experts to, act in good faith in connection with the development of the Corrective Action Plan.

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