Deadlock Issue definition

Deadlock Issue means an issue or a matter with respect to which a decision is required to be made in order to (a) prevent the occurrence of an event that would reasonably be expected to have a Material Adverse Effect on the Company, (b) alleviate the effect on the business, assets, operations, results of operations or financial condition of the Company caused by such event such as to, to the extent possible, restore the Company to the state of affairs enjoyed by the Company immediately prior to the occurrence of such event, (c) avoid a material change in the state of affairs, business, corporate governance, assets, operations, results of operations or financial condition of the Company caused by such event, or (d) approve a Member Approval Matter, as set forth in Section 5.06(e) below, or a Board of Managers Approval Matter, as set forth in Section 5.05(a) below.
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Deadlock Issue means an issue or a matter with respect to which a decision is required to be made in order to (a) prevent the occurrence of an event that would reasonably be expected to have a material adverse effect on the business, assets, operations, results of operations or financial condition of the Company, taken as a whole, (b) alleviate the effect on the business, assets, operations, results of operations or financial condition of the Company caused by such event such as to, to the extent possible, restore the Company to the state of affairs enjoyed by the Company immediately prior to the occurrence of such event, (c) avoid a material change in the state of affairs, business, corporate governance, assets, operations, results of operations or financial condition of the Company caused by such event; or (d) approve a Shareholder Approval Matter, as set forth in Section 5.1.5 below, or a Board of Directors Approval Matter, as set forth in Section 6.2.12 below;
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Deadlock Issue means an issue of a profound nature involving the conduct of the Company's business on which the Members are in disagreement, including but not limited to any substantial aspect of (A) the business, capital, research or financial plans of the Company, (B) the management of the sales, research, Manufacturing, licensing or purchasing activities of the Company, or (C) the development or implementation of the acquisition, joint venture or business consolidation plans that directly affect and relate to the Company, but does not include any issue relating to a breach or alleged breach of this Agreement or any Related Agreement by a Member.
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Examples of Deadlock Issue in a sentence

  • If by the end of the Negotiation Period the Members have been unable to reach a mutually satisfactory resolution of the Applicable Deadlock Issue, then the Members shall appoint an impartial Third Party (“Mediator”), for a period of thirty (30) days (the “Deadlock Mediation Period”), to assist the Members to reach a mutually satisfactory resolution of the Applicable Deadlock Issue.

  • If by the end of the Deadlock Mediation Period the Shareholders have been unable to reach a mutually satisfactory resolution of the Deadlock Issue, then the Shareholders shall continue to discuss in good faith as to resolve such Deadlock Issue until it is satisfactorily resolved and shall cause the Company to conduct its business during such time as if the matter that raised the Deadlock Issue had not been approved by the Shareholders of the Members, as the case may be, in the respective meetings.

  • If by the end of the Negotiation Period the Shareholders have been unable to reach a mutually satisfactory resolution of the Deadlock Issue, then Shareholders shall appoint an impartial Third Party (“Mediator”), for a period of [*] (the “Deadlock Mediation Period”), to assist the Shareholders to reach a mutually satisfactory resolution of the Deadlock Issue.

  • If the Deadlock Issue is not resolved during the 30-day period described in Section 13.6, either Member may, within 30 days immediately following that 30-day period give written notice to the other Member exercising its right under Section 12.1(d) to dissolve the Company.

  • If no Deadlock Event is, or can be, declared under Section 13.4(a), the Deadlock Issue shall lapse, and neither Member may thereafter give notice under Section 13.1 with respect to the same issue until thirty (30) days has elapsed from the end of the 120-day period specified in Section 13.3.

  • Where a Deadlock occurs, the relevant matter(s) (“Deadlock Issue”) shall be referred to the respective chairman / managing directors of the Parties who shall seek to resolve the Deadlock Issue on an amicable basis.

  • If the Members are in disagreement over an issue that falls within the definition of Deadlock Issue, either Member may initiate the procedures provided in this Article XIII by giving written notice to the other Member and calling a special meeting in accordance with Section 13.2.

  • If the Deadlock Issue remains unresolved after the date established by the notifying Member in its notice delivered pursuant to Section 13.1, the Members shall attempt to resolve the Deadlock Issue to their mutual satisfaction during the 120-day period immediately following such date.

  • A special meeting of the Members to consider the Deadlock Issue shall be convened not less than 30 days, nor more than 60 days, after the notice described in Section 13.1.

  • Without limiting the generality of the foregoing, any Member may exercise the rights set forth in Article XIV notwithstanding the existence of a Deadlock Issue or a Deadlock Event.


More Definitions of Deadlock Issue

Deadlock Issue means any situation where there is an equal division of Partner Committee members in favor of and against an action, decision or vote of the Partner Committee.
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