Stalemate Sample Clauses

Stalemate. In the event the Managers are unable to agree upon a matter to be decided by the Board (a “Stalemate”), the Managers agree to engage in discussions to attempt in good faith to negotiate a resolution of the matter in question. The meeting to do so shall be held promptly, but in no event later than ten (10) business days after the determination that a Stalemate on an issue has occurred (a “Stalemate Determination”). If the Managers are unable to resolve the Stalemate after reasonable attempts have been made, which shall be no more than thirty (30) days after the date of the Stalemate Determination (unless a longer or shorter time is agreed upon by unanimous consent of the Board), the Board shall utilize the services of the American Arbitration Association (“AAA”), in Denver, Colorado, to appoint an arbitrator to resolve the Stalemate. The Board shall immediately contact the AAA and open a proceeding to appoint a single arbitrator to decide the Stalemate. The arbitrator so appointed shall be chosen by the Managers by mutual agreement from a list of proposed arbitrators designated by the AAA, who have expertise in the area of the Company’s Business, and to the extent feasible, taking into account the specific matter to be determined by the arbitrator. If the Managers cannot agree on an arbitrator by consent within ten (10) business days of receipt of the proposed list of arbitrators, one shall be appointed by the AAA in accordance with its Commercial Rules. The Board and the arbitrator shall meet as soon as practicable after the appointment of the arbitrator, and shall agree on the parameters of the proceeding to decide the Stalemate, with emphasis on a determination being made in as expeditious and cost-effective a manner as possible. Each of the Managers shall be entitled to present relevant information to assist the arbitrator in reaching a decision. The decision of the arbitrator shall be in writing and shall be binding on the Board and the Members. No appeal of such decision shall be taken to a court or other adjudicatory body by any Manager, Member or other Person. All costs and expenses of the arbitration shall be born by the Company.
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Stalemate. If after all reasonable good-faith attempts to resolve the dispute have been made, it appears to the mediator that the parties are at a stalemate with no significant likelihood of reaching resolution, the mediator shall so inform the parties and shall issue a written Notice of Stalemate, which shall conclude the dispute resolution process, unless the parties agree otherwise.
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Stalemate. 70.1 Stalemate is as follows: (1) According to the provisions of Article 22.1 and Article 22.2 of this Contract, the same resolution to be decided by the Board of directors is denied for three (3) consecutive times due to insufficient votes, or it fails to vote for the same resolution for three (3) consecutive times due to failure to constitute a quorum under the law, this Contract or the Articles (adjournment of the Board’s meetings shall be scheduled for more than 20 days). (2) The Board of directors still fails to convene after it is requested to hold for 3 months, or the Board of directors still fails to convene within 30 days after three (3) consecutive requests; 70.2 In the event of a stalemate, the directors appointed by Party A and Party B shall respectively notify the authorized representative of Party A and B immediately, and both Parties shall settle it through negotiations. 70.3 Based on the preceding provisions, if the stalemate cannot be settled through negotiations within 60 business days after it is notified to the authorized representatives of both Parties, either Party A or B may notify in writing ( “the Notice of Termination”) the other Party to terminate this Contract. 70.4 Based on the preceding provisions, after Party A or Party B issues a Notice of Termination, both Parties shall prepare a resolution of the Board of directors for the Company to dissolve and liquidate. If the resolution cannot be approved within 30 business days after the other Party has received the Notice of Termination, the Party whose appointed directors who do not pass the resolution will be requested by the other Party in writing to purchase the equity of the Company that the other Party owns. 70.5 Pursuant to the equity purchase price stipulated in the preceding provisions, the base price shall be calculated on the audited net asset price of the Company at the date of the equity acquisition and the purchase price shall increase by 20% of the base price. 70.6 The Party that leads to a stalemate due to failure to perform the obligations or duties under this Contract cannot notify the other Party to terminate the Contract in accordance with Article 70.3.
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Stalemate. Battle lines remain largely unchanged through the duration of the war. The Eastern Front Battle of Tannenberg Russians suffer a humiliating defeat and are forced to retreat back into Russia. Germans credit this victory to the leadership of General Xxxxxxxxxx and General Xxxxxxxxx. War contributed to economic hardships and led to overthrow of the Czar. Other Fronts Italy - Attacked Austria in May 1915, for desire of Austrian lands, seen as an act of betrayal. Asia and the Pacific German colonies seized by the Japanese. Allies provide aid to Russia from its eastern The Ottoman Empire Ruled by Turks Gallipoli (1915) Turks cut the crucial supply lines to Russia. Turks hold back Allied forces at the Dardanelles. Armenian Genocide Armenians are supportive of the Allies at the beginning of the conflict and become targeted in mass executions that lead to the death of at least 1.5 million. Armenians comprise a Christian minority group. Africa an Middle East British under the leadership of X.X. Xxxxxxxx help organize Arab tribes to defeat the Ottoman Turks. The Role of the United States American Neutrality Propaganda Great Britain swayed public opinion by painting the Germans as violators of human rights worse than they were. Freedom of the Seas U-Boats Unrestricted submarine warfare is the only way Germany can challenge British naval power. It also threatens the United States assertion of “freedom of the seas.” Lusitania – In May 1915, a German U-Boat sank this ship more than a hundred Americans perished. The Sussex Pledge - From May 1916 to January 1917 Germany provided advanced warning before sinking commercial and passenger vessels to help preserve the lives of non combatants. Economic Consideration Total War – Mobilization of all resources and people for the war effort. Civilians subjected to rationed consumer goods to provide for soldiers. There will be a vast number of civilian casualties due to disease and famine. 1915 - April – Sinking of the Lusitania turned American opinion against Germany. May - Italy attacked Austria Betrayed Germany and Austria Battle of Gallipoli, British fail to gain control of the Dardanelles. 1916 - Three Great Battles From February to November, Battle of Verdun (German Offensive), 700,000 men die May - Battle of Jutland, confirms the British supremacy of the seas. From this point, Germany committed to unrestricted submarine warfare against any ships heading to England. From June to November, Battle of the Somme, (British Offensive...
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  • Directors, Trustees and Shareholders and Massachusetts Business Trust It is understood and is expressly stipulated that neither the holders of shares in the Fund nor any Directors or Trustees of the Fund shall be personally liable hereunder. With respect to any Fund which is a party to this Agreement and which is organized as a Massachusetts business trust (“Trust”), the term “Fund” means and refers to the trust established by its applicable trust agreement (Declaration of Trust) as the same may be amended from time to time. It is expressly agreed that the obligations of any such Trust hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of the Trust, personally, but bind only the trust property of the Trust, as provided in the Declaration of Trust of the Trust. The execution and delivery of this Agreement has been authorized by the trustees and signed by an authorized officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.

  • ARTISTES AND SPORTSMEN 1. Notwithstanding the provisions of Articles 14 and 15, income derived by a resident of a Contracting State as an entertainer, such as a theatre, motion picture, radio or television artiste, or a musician, or as a sportsman, from his personal activities as such exercised in the other Contracting State, may be taxed in that other State. 2. Where income in respect of personal activities exercised by an entertainer or a sportsman in his capacity as such accrues not to the entertainer or sportsman himself but to another person, that income may, notwithstanding the provisions of Articles 7, 14 and 15, be taxed in the Contracting State in which the activities of the entertainer or sportsman are exercised.

  • Cornerstone shall notify the LLC and confirm such advice in writing (i) when the filing of any post-effective amendment to the Registration Statement or supplement to the Prospectus is required, when the same is filed and, in the case of the Registration Statement and any post-effective amendment, when the same becomes effective, (ii) of any request by the Securities and Exchange Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for additional information and (iii) of the entry of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceedings for that purpose, and, if such stop order shall be entered, Cornerstone shall use its best efforts promptly to obtain the lifting thereof.

  • Massachusetts Business Trust With respect to any Fund which is a party to this Agreement and which is organized as a Massachusetts business trust, the term “Fund” means and refers to the trustees from time to time serving under the applicable trust agreement of such trust, as the same may be amended from time to time (the ‘Declaration of Trust”). It is expressly agreed that the obligations of any such Fund hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of the Fund personally, but bind only the trust property of the Fund as set forth in the applicable Declaration of Trust. In the case of each Fund which is a Massachusetts business trust (in each case, a “Trust”), the execution and delivery of this Agreement on behalf of the Trust has been authorized by the trustees, and signed by an authorized officer, of the Trust, in each case acting in such capacity and not individually, and neither such authorization by the trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.

  • Clinical Management for Behavioral Health Services (CMBHS) System 1. request access to CMBHS via the CMBHS Helpline at (000) 000-0000. 2. use the CMBHS time frames specified by System Agency. 3. use System Agency-specified functionality of the CMBHS in its entirety. 4. submit all bills and reports to System Agency through the CMBHS, unless otherwise instructed.

  • ARTISTES AND SPORTSPERSONS 1. Notwithstanding the provisions of Articles 7 and 14, income derived by a resident of a Contracting State as an entertainer, such as a theatre, motion picture, radio or television artiste, or a musician, or as a sportsperson, from his personal activities as such exercised in the other Contracting State, may be taxed in that other State. 2. Where income in respect of personal activities exercised by an entertainer or a sportsperson in his capacity as such accrues not to the entertainer or sportsperson himself but to another person, that income may, notwithstanding the provisions of Articles 7 and 14, be taxed in the Contracting State in which the activities of the entertainer or sportsperson are exercised.

  • Time Off for Union Business ‌ (a) Leave of absence without pay shall be granted upon request for the reasons set out below unless it would unduly interrupt the Employer's operations: (1) to an elected or appointed representative of the Union to attend conventions of the Union and bodies to which the Union is affiliated, to a maximum of 21 days per occurrence; (2) for elected or appointed representatives of the Union to attend to union business which requires them to leave their general work area; (3) for employees who are representatives of the Union on a bargaining committee. (b) Long-term leave of absence without pay shall be granted to employees designated by the Union to transact union business for specific periods of not less than 21 days unless this would unduly interrupt the operation of the department. Such requests shall be made in writing sufficiently in advance to minimize disruption of the department. Employees granted such leave of absence shall retain all rights and privileges accumulated prior to obtaining such leave. Seniority shall continue to accumulate during such leave and shall apply to such provisions as annual vacations, increments and promotions. (c) When leave of absence without pay is granted pursuant to Part (a) or (b), the leave shall be given with pay and the Union shall reimburse the Employer for salary and benefit costs, including travel time incurred, within 60 days of receipt of the invoice. It is understood that employees granted leave of absence pursuant to this clause shall receive their current rates of pay while on leave of absence. Leave of absence granted under this clause shall include sufficient travel time. The pay and benefits received by the employee and reimbursed by the Union under this article shall be based on the number of hours to which the Union indicates, in writing, the employee is entitled. This provision does not apply to employees on extended leaves of absence who are employed by the Union on a full-time basis. (d) Leave of absence with pay and without loss of seniority will be granted to an employee called to appear as a witness before an arbitration board, provided the dispute involved the Employer. On application, the Arbitration Board may determine summarily the amount of time required for the attendance of any witness. (e) The Union shall provide the Employer with reasonable notice to minimize disruption of the operation and shall make every reasonable effort to give a minimum of 14 days’ notice prior to the commencement of leave under (a) or (b) above. The Employer agrees that any of the above leaves of absence shall not be unreasonably withheld.

  • Stewards Each UNION shall have the right to designate a working journeyman as a xxxxxxx. The UNION shall notify the EMPLOYER in writing of the identity of their designated xxxxxxx. In addition to his work as an employee, the xxxxxxx shall have the right to receive, but not to solicit, complaints or grievances, and to discuss and assist in the adjustment of the same with the employee's appropriate supervisor. The EMPLOYER will not discriminate against the xxxxxxx in the proper performance of his union duties. The xxxxxxx shall not leave his work area without first notifying his appropriate supervisor or xxxxxxx as to his intent and the reason thereof, he can be reached, and the estimated time that he will be gone. Stewards shall not have the right to determine when overtime shall be worked or who shall work overtime. The EMPLOYER shall have the right to implement a system of written accountability of time spent by all stewards in the performance of their duties whenever they deem such action necessary. The presence or absence of the xxxxxxx shall not affect the work of the craft. The xxxxxxx, in addition to this work as a journeyman, will be permitted to perform during the work hours such of his normal UNION duties as cannot be performed at other times. The UNION agrees that such duties shall be performed as expeditiously as possible and the EMPLOYER agrees to allow the xxxxxxx a reasonable amount of time to perform such duties. The xxxxxxx shall receive his regular craft rate of pay. The xxxxxxx'x duties shall not include any matters relating to any supervisory function over which the EMPLOYER retains sole control. If a xxxxxxx violates any of the rules of this Article, or fails to work or competently perform work assignments, the EMPLOYER shall have the right to take whatever action deemed appropriate, including termination. The working xxxxxxx designated for one EMPLOYER has no authority with regard to the work of another EMPLOYER. If he should become involved in the affairs or disputes of another EMPLOYER, he will be subject to discharge. The EMPLOYER agrees to notify the UNION two (2) working days, confirmed in writing stating the cause, prior to termination of the working xxxxxxx except for a violation of work rules. The xxxxxxx shall be the last EMPLOYEE laid off provided he is qualified to perform the remaining work of the EMPLOYER.

  • Surgical Services All necessary procedures for extractions and other surgical procedures normally performed by a dentist.

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