Common use of Resolution of a Deadlock Clause in Contracts

Resolution of a Deadlock. If a Deadlock occurs, the JV Parties shall: (a) first, submit the matter that was the subject of the Deadlock to the president of each of Micron and NTC by providing notice of the Deadlock to such Persons, and the JV Parties shall use reasonable efforts to cause such Persons to make a good faith effort to hold at least [***] in-person meetings between them to resolve the Deadlock within sixty (60) days of their receipt of the notice of Deadlock; (b) next, if the president of each of Micron and NTC are unable to resolve the Deadlock in the given [***] days, then submit the matter to the chairman of each of Micron and NTC for resolution, and the JV Parties shall use reasonable efforts to cause such Persons to make a good faith effort to hold at least [***] in-person meeting between them to resolve the Deadlock within [***] days following the submission of the Deadlock to them; (c) next, if the chairman of each of Micron and NTC are unable to resolve the Deadlock in the given [***] days, either JV Party may commence mediation by providing to ICDR and the other JV Party a written request for mediation, setting forth the subject of the Deadlock and the relief requested. The JV Parties will cooperate with ICDR and with one another in selecting a mediator from an ICDR panel of neutrals, and in scheduling the mediation proceedings to be held in [***] during the [***] days following the commencement of mediation. The JV Parties covenant that they will participate in the mediation in good faith, and that they will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the JV Parties, by any of their respective agents, employees, experts and attorneys and by the mediator and any ICDR employees are confidential, privileged and inadmissible for any purpose, including impeachment, in any litigation or other proceeding involving the JV Parties, provided, that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Either JV Party may seek equitable relief prior to the mediation to preserve the status quo pending the completion of that process. The provisions of this Section 12.2(c) may be enforced by any court of competent jurisdiction, and the JV Party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys’ fees, to be paid by the JV Party against whom enforcement is ordered.

Resolution of a Deadlock. If a Deadlock occurs, the JV Parties Shareholders shall: (a) first, submit the matter that was the subject of the Deadlock to the president of each of Micron and NTC by providing notice of the Deadlock to such Persons, and the JV Parties Shareholders shall use reasonable efforts to cause such Persons to make a good faith effort to hold at least [***] in-person meetings between them to resolve the Deadlock within sixty (60) [***] days of their receipt of the notice of Deadlock; (b) next, if the president of each of Micron and NTC are unable to resolve the Deadlock in the given [***] days, then submit the matter to the chairman of each of Micron and NTC for resolution, and the JV Parties Shareholders shall use reasonable efforts to cause such Persons to make a good faith effort to hold at least [***] in-person meeting [***] between them to resolve the Deadlock within [***] days following the submission of the Deadlock to them; (c) next, if the chairman of each of Micron and NTC are unable to resolve the Deadlock in the given [***] days, either JV Party Shareholder may commence mediation by providing to ICDR and the other JV Party Shareholder a written request for mediation, setting forth the subject of the Deadlock and the relief requested. The JV Parties Shareholders will cooperate with ICDR and with one another in selecting a mediator from an ICDR panel of neutrals, and in scheduling the mediation proceedings to be held in [***] during the [***] days following the commencement of mediation. The JV Parties Shareholders covenant that they will participate in the mediation in good faith, and that they will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the JV PartiesShareholders, by any of their respective agents, employees, experts and attorneys and by the mediator and any ICDR employees are confidential, privileged and inadmissible for any purpose, including impeachment, in any litigation or other proceeding involving the JV PartiesShareholders, provided, that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Either JV Party Shareholder may seek equitable relief prior to the mediation to preserve the status quo pending the completion of that process. The provisions of this Section 12.2(c) may be enforced by any court of competent jurisdiction, and the JV Party Shareholder seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys’ fees, to be paid by the JV Party Shareholder against whom enforcement is ordered.

Resolution of a Deadlock. If a Deadlock occurs, the JV Parties and the Joinder Parties shall: (a) first, submit the matter that was the subject of the Deadlock to the president of each of Micron and NTC by providing notice of the Deadlock to such Persons, and the JV Parties and the Joinder Parties shall use reasonable efforts to cause such Persons to make a good faith effort to hold at least [***] in-person meetings between them to resolve the Deadlock within sixty (60) [***] days of their receipt of the notice of Deadlock; (b) next, if the president of each of Micron and NTC are unable to resolve the Deadlock in the given [***] days, then submit the matter to the chairman of each of Micron and NTC for resolution, and the JV Parties and the Joinder Parties shall use reasonable efforts to cause such Persons to make a good faith effort to hold at least [***] in-person meeting between them to resolve the Deadlock within [***] days following the submission of the Deadlock to them; (c) next, if the chairman of each of Micron and NTC are unable to resolve the Deadlock in the given [***] days, either any JV Party may commence mediation by providing to ICDR and the other JV Party Parties a written request for mediation, setting forth the subject of the Deadlock and the relief requested. The JV Parties and the Joinder Parties will cooperate with ICDR and with one another in selecting a mediator from an ICDR panel of neutrals, and in scheduling the mediation proceedings to be held in [***] during the [***] days following the commencement of mediation. The JV Parties and the Joinder Parties covenant that they will participate in the mediation in good faith, and that they MNL, Numonyx B.V. and MTAP together will share equally in bear one-half of its costs and NTC and the Joinder Parties together will bear the other half of its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the JV PartiesParties or by any Joinder Party, by any of their respective agents, employees, experts and attorneys and by the mediator and any ICDR employees are confidential, privileged and inadmissible for any purpose, including impeachment, in any litigation or other proceeding involving any of the JV Parties, Parties or the Joinder Parties provided, that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Either Any JV Party may seek equitable relief prior to the mediation to preserve the status quo pending the completion of that process. The provisions of this Section 12.2(c) may be enforced by any court of competent jurisdiction, and the JV Party Parties seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys’ ' fees, to be paid by the JV Party Parties and/or Joinder Parties against whom enforcement is ordered. Section 12.3 Buyout from Deadlock. (a) If the JV Parties are unable to resolve the Deadlock through the procedures set forth in Section 12.2, MNL, Numonyx B.V. and MTAP, acting as a group, or NTC and the Joinder Parties, acting as a group, may, [***] after the completion of, or the expiration of such time allotted for, the mediation contemplated by Section 12.2(c), propose (such group of JV Parties and, if applicable, Joinder Parties, the “Proposing JV Party”) to the other group of JV Parties and, if applicable, Joinder Parties (the “Receiving JV Party”) in writing, [***]. Within [***] of receiving such proposal, the Receiving JV Party shall, by notice in writing to the Proposing JV Party, elect to either (i) purchase from the Proposing JV Party and its Subsidiaries all (but not less than all) of the Shares then owned by the Proposing JV Party and its Subsidiaries at a price equal to [***]; or (ii) sell to the Proposing JV Party all (but not less than all) of the Shares then owned by the Receiving JV Party and its Subsidiaries at a price equal to [***]; provided, that if in the case of subsection (i) or (ii) above such price (the “Original Price”) is not permitted pursuant to Applicable Law of the ROC, the Original Price for the affected subsection or subsections will be automatically adjusted to the price that is closest to the Original Price and that is permissible pursuant to Applicable Law of the ROC; provided, further, that, if the Receiving JV Party fails to make such election within such [***] period, the Receiving JV Party shall be deemed to have elected to [***] the Proposing JV Party. Upon such election by the Receiving JV Party, the Proposing JV Party shall be obligated to sell or purchase, as the case may be, to or from the Receiving JV Party in accordance with this Section 12.3. Notwithstanding the foregoing provisions of this Section 12.3(a) to the contrary, none of NTC or the Joinder Parties may be the Proposing JV Party so long as MNL and its Affiliates are purchasing, are obligated to purchase or have the right to purchase from Inotera at least fifty percent (50%) of the Stack DRAM Products manufactured by Inotera in any Fiscal Year (a “Blockage Condition”). At such time as there no longer is a Blockage Condition, NTC and the Joinder Parties may be a Proposing JV Party, but only if such Deadlock remains in effect and the period described above in this Section 12.3(a) permits there to be a Proposing JV Party. Notwithstanding the foregoing provisions of this Section 12.3(a) to the contrary, if MNL, Numonyx B.V. or MTAP is the purchaser under this Section 12.3(a), MNL, Numonyx B.V. and MTAP shall have the option to either (i) purchase all of the Shares described above (the “Full Purchase Election”) or (ii) purchase only such number of Shares as would result in the aggregate Equity Interest of NTC and the Joinder Parties immediately after such purchase and sale equaling [***] percent ([***]%) of the total outstanding Equity Interest (the “Partial Purchase Election”); provided, however, that in the case of a Partial Purchase Election made when the aggregate Equity Interest of NTC and the Joinder Parties is already equal to or less than [***]%, the Partial Purchase Election shall result in MNL, Numonyx B.V. and MTAP purchasing zero Shares. As used herein, the term “Remainder Shares” shall mean all of the Shares of NTC and the Joinder Parties that would have been purchased and sold had the Full Purchase Election been made that were not purchased and sold because the Partial Purchase Election was made. In the case of a Partial Purchase Election, MNL, Numonyx B.V. and MTAP shall have a continuing right (the “Clean-up Option”), exercisable at the option of, and at the time selected by, any of MNL, Numonyx B.V. or MTAP, by written notice to NTC, to purchase from NTC and the Joinder Parties all of the Remainder Shares and the [***] Subscription Shares, at a same price and on the same terms as such Remainder Shares would have been purchased had the Full Purchase Election (rather than the Partial Purchase Election) been made, provided, however, that if such price is not permitted pursuant to Applicable Law of the ROC, the price shall be automatically adjusted to the price that is closest to such price and that is permissible pursuant to Applicable Law of the ROC; and provided, further, however, that if the [***] has not been [***] by the [***] that is [***] pursuant to the [***] shall be deemed to [***] it as of the [***] and shall [***] and the [***] all of the [***] at a [***] as such [***] would have been purchased had the Full Purchase Election (rather than the Partial Purchase Election) been made, provided, however, that if such price is not permitted pursuant to Applicable Law of the ROC, the price shall be automatically adjusted to the price that is closest to such price and that is permissible pursuant to Applicable Law of the ROC.