Final Impasse definition
Examples of Final Impasse in a sentence
Failure by either Shareholder to deliver an Offer within forty-five (45) days of notice of a Final Impasse shall constitute a waiver of each Shareholder's rights under this SECTION 6.4 with respect to the particular Final Impasse.
Within forty-five (45) days of notice of Final Impasse (or pursuant to the provisions of SECTIONS 6.2 or 6.3), either Shareholder (the "OFFERING SHAREHOLDER") may deliver a written Offer to purchase all, but not less than all, of the Joint Venture Interest held by the other Shareholder at a cash Offer Price, fully payable on or before sixty (60) days after notice of the Offer.
Each Controlling Member shall have the right to appoint a representative to such subcommittee, but if the subcommittee does not reach a resolution that resolves the Board Deadlock or Dispute within the timeframe specified by the Board in establishing the subcommittee, then a Final Impasse may be declared by any Member upon written notice to the other Members.
If within 10 Business Days following receipt of written notice of a Final Impasse, the matter or proposal subject to such Final Impasse is neither (A) approved of by the Managers sufficient to constitute approval of such matter or proposal or (B) disapproved of by the Managers sufficient to constitute rejection of such matter or proposal, then any Manager may subject the matter or proposal to binding arbitration pursuant to Section 15.17.
If a decision is not made by common accord that ends the Impasse within 15 days after the date of such meeting, any Manager may declare a final Impasse ("Final Impasse") by written notice to the other Managers.
If a decision is not made by common accord that ends the Impasse within thirty (30) days after the date that such senior executive officers meet, any Member may declare a Final Impasse by written notice to the other Members.
Within forty-five (45) days of notice of Final Impasse (or pursuant to the provisions of SECTIONS 13.2 or 13.3), either Member (the "OFFERING MEMBER") may deliver a written Offer to purchase all, but not less than all, of the Joint Venture Interest held by the other Member at a cash Offer Price, fully payable on or before sixty (60) days after notice of the Offer.
Failure by either Member to deliver an Offer within forty-five (45) days of notice of a Final Impasse shall constitute a waiver of each Member's rights under this SECTION 13.4 with respect to the particular Final Impasse.
If no Offer has been made by the First Partner on or before such forty-fifth (45th) day after the notice of Final Impasse, the Other Partners may initiate the above process by serving a notice upon the First Partner.
Within forty-five (45) days after notice of a Final Impasse, the notifying Partner (the "First Partner") may offer ("Offer") to the other Partner or Partners (individually, the "Other Partner," and collectively, the "Other Partners") a cash price per percentage point of interest in profit and loss of the Company (the "Offer Price"), fully payable sixty (60) days after such Offer, for the Other Partners' interests in profit and loss of the Company.