Resolution of Deadlock. 12.1 Subject to clause 12.8 if within fourteen (14) days of the service of a Deadlock Notice the Shareholders fail to resolve the dispute to which such Deadlock Notice relates either Shareholder may serve a Deadlock Resolution Notice on the other Shareholder within five (5) Business Days. A Deadlock Resolution Notice is a notice served by a Shareholder on the other in which the server offers, at the price for each Share specified in the notice (in cash and not on deferred terms), either to: (i) sell all its Shares in the JVCo to the recipient of the notice; or (ii) to buy all the recipient's Shares in the JVCo.
12.2 The recipient of a Deadlock Resolution Notice may choose to do either of the following, at the price for each Share specified in the Deadlock Resolution Notice, by serving a counter-notice within ten (10) Business Days of receiving the Deadlock Resolution Notice:
(a) buy all the Shares in the JVCo together with any outstanding Shareholder loans of the server of the Deadlock Resolution Notice; or
(b) sell all its Shares in the JVCo together with any outstanding Shareholder loans to the server of the Deadlock Resolution Notice.
12.3 If no counter-notice is served within the period of ten (10) Business Days available, the recipient of the Deadlock Resolution Notice is deemed to have accepted the offer in the Deadlock Resolution Notice at the expiry of that period.
12.4 The service of a counter-notice, or deemed acceptance of the Deadlock Resolution Notice, shall bind the Shareholders to buy and sell the applicable Shares and Shareholder loans (as the case may be) provided that the seller shall warrant that it is selling the applicable Shares and Shareholder loans with full title guarantee and shall provide to the other Shareholder such information and documentation as is reasonably requested to prove good title to the Shares and to enable the other Shareholder to be registered as the holder of such Shares. The closing of the transaction shall take place within thirty (30) days from the date of the counter notice or the date of the deemed acceptance.
12.5 If both Gunvor and Top Ships serve a Deadlock Resolution Notice under clause 12.1 only the Deadlock Resolution Notice containing the highest price per share shall be effective.
12.6 If at the end of the ten (10) Business Day period specified in clause 12.2 neither Top Ships nor Gunvor has served a Deadlock Resolution Notice, either Shareholder may elect by written notice served on the other Shareh...
Resolution of Deadlock. Upon the occurrence of a Deadlock, Panasonic and Tower shall discuss in good faith and promptly decide the resolution of the Deadlock, including (i) the sale of all the Shares held by a Shareholder to the other Shareholder (including the price of the Shares and the burden of expenses), (ii) dissolution and liquidation of the Company and (iii) divestiture of the Company Business. If, in spite of their good faith discussions, Panasonic and Tower fail to agree on the resolution of the Deadlock, the Parties will submit the issue to the determination of an arbitrator appointed pursuant to Section 13.5(b).
Resolution of Deadlock. If a Deadlock occurs, then such Deadlock shall promptly be submitted, by any Member, to the dispute resolution procedure set forth in Section 12.17 hereof ("ADR"). If the Members or Representatives, as the case may be, are unable to resolve the dispute after complying with the procedures set forth on the ADR, then either Member may terminate the LLC in accordance with the provisions of Section 11.1. Further, if the dispute is not resolved and the LLC is dissolved as provided in the preceding sentence, the Neutral Party shall be instructed to issue an opinion whether or not, based on a preponderance of the evidence the Neutral Party has seen or observed during the ADR that either of the Members has used the provisions of this Section 8.1 as a means to force a dissolution of the LLC in order to avoid the transfer or withdrawal procedures set forth in Article X or dissolution and liquidation procedures set forth in Article XI. If the Neutral Party's opinion concludes that one of the Members has used the provisions of this Section 8.1 in such a manner then an "Improper Deadlock" shall be deemed to have occurred. In such case, the Member not responsible for improper use of the provisions of Section 8.1 shall be referred to as the "Non-deadlock Member." If an Improper Deadlock has occurred then the Non-deadlock Member shall have the right to terminate the Agreement and receive a Termination Transition Fee in accordance with Section 11.1(c) hereof.
Resolution of Deadlock. If there is a Deadlock: (a) HBE and the Founders (through their respective senior management) will meet and in good faith try to resolve the Deadlock within 10 Business Days; (b) if HBE and the Founders are unable to resolve the Deadlock within 10 Business Days, HBE and the Founders must each must nominate a person with authority to settle the Deadlock for the purpose of resolving the Deadlock, and must ensure that their authorised representatives meet to endeavour to resolve the Deadlock within a further 10 Business Days; (c) the Business will continue at the same rate and otherwise in accordance with the then current Annual Business Plan and Budget while the Deadlock continues; and (d) if HBE and the Founders are ultimately unable to resolve the Deadlock pursuant to this clause 5.2, the Deadlock must be submitted to an expert appointed under, and subject to, the Resolution Institute Expert Determination Rules 2016 and the parties acknowledge and agree that: (i) the expert will act as an expert and not an arbitrator; (ii) the expert's decision will be binding on the parties in the absence of manifest error; and (iii) the allocation of costs between the parties and the procedures of the process will be as determined by the expert.
Resolution of Deadlock. (a) Good-faith Discussions among Senior Executives of the Parties If any Deadlock occurs, each Party shall first delegate two (2) senior executives to participate in good-faith discussions to resolve the Deadlock. The Parties agree that such good-faith discussions shall be held at least three (3) times within 6 months after the service of the notice, unless the Deadlock is resolved at an earlier point in time.
(b) Arbitration If the Deadlock is still not resolved after the three (3) good-faith discussions, and if mutually agreed by the Parties, then the matter subject to Deadlock shall be referred to Arbitration in accordance with the provisions of Section 29.2 hereof. The arbitration award shall be final and binding on the Parties, and the Parties agree to be bound thereby and to act accordingly. If the Deadlock does not go to Arbitration, then:
(i) If the Deadlock does not materially affect the Joint Venture’s continuous operations, the Joint Venture shall continue to operate; or
(ii) If the Deadlock materially impacts the Joint Venture’s continuous operations, and losses in the amount of at least ten (10) million RMB have been incurred due to the deadlock within a financial year, either Party shall have the right to early terminate this Contract in accordance with the provisions of Section 25. In the event that a Deadlock occurs due to lack of quorum, only a Party who instructed the majority of the Directors appointed by it to be present at the meetings (and such Directors actually were present at the meetings) may exercise early termination right.
Resolution of Deadlock. 9.2.1 Subject to Clause 9.1.2, in the event of a JV Deadlock, the following steps shall be taken in attempting to resolve the same:
9.2.1.1 first, the JV Board shall refer the matter to Xxxxx Xxxxxx on behalf of CPW and Xxx Xxxxxxx on behalf of BBY Hold Co and of BBY Distributions (or their respective successors of no lesser position in their respective companies) (“Deadlock Directors”) who shall use all reasonable endeavours to resolve the JV Deadlock amicably within 10 Business Days of the date of such referral. Any unanimous decision of the Deadlock Directors shall be final and binding on the JV Board, each JV Director and each JV Shareholder;
9.2.1.2 second, and if the Deadlock Directors have been unable to resolve the JV Deadlock within such 10 Business Days, the JV Board shall refer the matter to Xxxxxxx Xxxxxxxx on behalf of CPW and Xxxx Xxxxxxxx on behalf of BBY Hold Co and BBY Distributions (or their respective designates of no lesser position in their respective companies) (the “Executive Committee”) who shall use all reasonable endeavours to resolve the JV Deadlock amicably within 20 Business Days of such referral. Any unanimous decision of the Executive Committee shall be final and binding on the JV Board, each JV Director and each JV Shareholder; and
9.2.1.3 third, and if the Executive Committee is unable to resolve a JV Deadlock within such 20 Business Days, the JV Shareholders shall have a further period of 20 Business Days within which to resolve the JV Deadlock amicably and, if they are unable to do so, JV Co shall continue to be managed and operated in a manner consistent with that in existence prior to the JV Deadlock). For the avoidance of doubt, a failure to resolve a JV Deadlock will not give rise to the liquidation of JV Co.
Resolution of Deadlock. In the event of a Deadlock Event, either Shareholder may deliver notice of a meeting of the Shareholders (an "EMERGENCY NOTICE") to the other Shareholder, and they shall immediately meet at a time and place mutually agreed upon or, if no time and place is agreeable, at VC Holding's principal place of business at 10:00 a.m. on the fifteenth (15th) day after the date of such Emergency Notice. Notwithstanding anything in this Agreement to the contrary, if either Shareholder does not attend such meeting, either Shareholder may immediately invoke the provisions of SECTION 6.4.
Resolution of Deadlock. Deadlock at Board level
6.1 If the Directors are unable to resolve a deadlock at Board level in relation to the conduct of the Company’s business or a related matter, the issue that is subject to the deadlock will be referred to the Shareholders for their agreement.
6.2 Any Deadlock Notice will be served in accordance with the provisions of clause 13.
6.3 The Shareholders undertake that within 10 Business Days of the receipt of a Deadlock Notice they will use their respective reasonable endeavours to negotiate in good faith to achieve final resolution of such dispute.
6.4 If after 10 Business Days the Shareholders are not able to finally resolve the dispute through good faith negotiations, the matter will be referred to the managing director of each Shareholder’s respective parent undertakings. The Shareholders will procure that within 30 Business Days of the matter being referred to such persons, the managing directors will use their reasonable endeavours to finally resolve the dispute.
Resolution of Deadlock. (a) If any matter presented to the Board or the General Partners for action has been considered by a meeting of the Board or by a meeting of the General Partners and no resolution has been carried at such meeting in relation to the matter, and such matter is still unresolved within 30 days from the date of such meeting despite any intervention by the General Partners, whether in a General Partner's meeting or otherwise, then such a situation shall be termed a "Deadlock." *
(b) If a Deadlock has occurred and not been resolved, any Partner Group can give notice to each other Partner Group of its desire to have the provisions of this SECTION 6.4 apply. Within seven days of the delivery of such notice, each General Partner shall cause its appointee or appointees on the Board to prepare and circulate to the other General Partners a memorandum or other form of statement setting out its position on the matter in dispute and its reasons for adopting such position. Each such memorandum shall be considered by a senior member of the management of Salmon GP, of Shell GP and of Tejas GP respectively nominated for the purpose who shall use their respective reasonable endeavors to develop together and recommend a solution to resolve the Deadlock. If these management representatives reach agreement upon a resolution of the Deadlock, they shall prepare a form of resolution to be placed before meetings of the Board or of the General Partners as appropriate and the General Partners shall use their respective reasonable endeavors to ensure that such resolutions, if adopted, are promptly carried into effect. If the management representatives of Salmon GP, of Shell GP and of Tejas GP are unable to reach agreement on a satisfactory resolution of the issue creating the Deadlock, except as otherwise provided in SECTION 6.4
(c) the Partnership shall continue to operate as if the matter in dispute had never been raised.
Resolution of Deadlock. In the event of a Deadlock Event, either Member may deliver notice of a meeting of the Members (an "EMERGENCY NOTICE") to the other Member, and they shall immediately meet at a time and place mutually agreed upon or, if no time and place is agreeable, at the Company's principal place of business at 10:00 a.m. on the fifteenth (15th) day after the date of such Emergency Notice. Notwithstanding anything in this Agreement to the contrary, if either Member does not attend such meeting, either Member may immediately invoke the provisions of SECTION 13.4.
