Significant Decision Deadlock Sample Clauses

Significant Decision Deadlock. If an Institutional Member (the "Initiating Member") requests the approval of a Significant Decision by the other Institutional Member (the "Deciding Member") and such Significant Decision is not approved by the Supermajority Vote on or prior to five (5) business days after such request (a "Deadlock") because the Deciding Member did not vote or execute a written consent in favor of such Significant Decision, whether at a meeting of the Board of Managers duly called in accordance with this Agreement or by an action by written consent in lieu thereof, then on or prior to thirty (30) days after the expiration of such five (5) business day period the Initiating Member shall be entitled to deliver a notice (the "Warning Notice") to the Deciding Member specifying in such notice the Significant Decision that is the subject of such Deadlock and that the Initiating Member intends to deliver to the Deciding Member a notice (the "Buy/Sell Notice") requiring the Deciding Member to (x) purchase all, but not less than all, of the membership interests of the Initiating Member or (y) sell to the Initiating Member all, but not less than all, of the membership interests of the Deciding Member, in each case, at a stated cash purchase price, equal to the value of the Company as stated in the Buy/Sell Notice (the "Buy/Sell Value", i.e., the aggregate value of the Company) multiplied by the Percentage Membership Interest to be purchased, which purchase shall be paid on the Buy/Sell Closing Date; provided:

Significant Decision Deadlock. If an Institutional --------------------------------- Stockholder (the "Initiating Stockholder") requests the approval of a Significant Decision by the other Institutional Stockholder (the "Deciding Stockholder") in accordance with the terms hereof or the By-laws of the Company and such Significant Decision is not approved because the Deciding Member did not vote (or execute and deliver a written consent) in favor of such Significant Decision by the Supermajority Vote on or prior to five (5) business days after such request (a "Deadlock"), whether at a meeting of the Board of Directors duly called in accordance with the By-Laws of the Company or by an action by written consent in lieu thereof, then on or prior to thirty (30) days after the expiration of such five (5) business day period the Initiating Stockholder shall be entitled to deliver a notice (the "Warning Notice") to the Deciding Stockholder specifying in such notice the Significant Decision that is the subject of such Deadlock and that the Initiating Stockholder intends to deliver to the Deciding Stockholder a notice (the "Buy/Sell Notice") requiring the Deciding Stockholder to (x) purchase all, but not less than all, of the shares of Common Stock of the Initiating Stockholder or (y) sell to the Initiating Stockholder all, but not less than all, of the shares of Common Stock of the Deciding Stockholder, in each case, at a stated cash purchase price per share (the "Buy/Sell Price") specified in such Buy/Sell Notice to be paid on the Buy/Sell Closing Date (as defined by Section 9(h)); provided, that concurrently with the delivery of a Warning Notice, the Initiating Stockholder shall provide a notice (the "Sealed Price Notice") to an investment bank listed on Schedule A attached hereto (each, a "Nominated Investment Bank") specifying the Buy/Sell Price determined by the Initiating Stockholder, in its sole discretion, it being acknowledged and agreed that the Nominated Investment Bank shall be instructed to: (i) read the Sealed Price Notice for the limited purpose of verifying that such notice has included a Buy/Sell Price; (ii) promptly provide a notice to each Institutional Stockholder if such notice does not include such Buy/Sell Price; (iii) hold such Buy/Sell Price and all other information included in the Sealed Price Notice in strict confidence; and (iv) not disclose such Buy/Sell Price to the Deciding Stockholder except pursuant to Section 9(d).