Material Deadlock definition

Material Deadlock. Failure by the Class A Members or the Management Committee to reach agreement on any matter (i) that is of such magnitude and is so fundamental to the Business and the Business Purpose that failure to resolve such issue could reasonably be expected to have a Material Adverse Effect, (ii) that is so fundamental to the business of Polo or any Original Media Member that failure to resolve such issue could reasonably be expected to have a material adverse effect on the assets, business, results of operations or condition (financial or otherwise) of Polo or any Original Media Member or (iii) which disagreement is of such a nature that continuance of operation of the Company as a jointly owned entity by the Class A Members would be unworkable as a result of the breakdown in the communications and business relationship of the Class A Members. For the avoidance of doubt, the Class A Members agree that a failure by the Managers appointed by either Polo or the Media Members to approve an Initial Public Offering, in accordance with Section 5.3(x), recommended in good faith by either Polo or the Media Members, as the case may be, at any time following the fifth anniversary of the Closing Date shall constitute a Material Deadlock.

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Material Deadlock means the Board is unable, after commercially reasonable efforts in good faith and at least two duly held meetings of the Board, to (a) approve or disapprove any proposed action requiring approval of the Board under this Agreement and (b) to the extent applicable, obtain Class B Representative Approval in connection with any such proposed action that, in either case of clause (a) or clause (b), as a result of the deadlock with respect to such proposed action or omission, has had or could reasonably be expected to have a material adverse effect on the financial performance or continuing results of operations of the Company Group (including MVP, solely with respect to the Series A Membership Interests), taken as a whole.

Examples of Material Deadlock in a sentence

While any deadlock (including a Material Deadlock) referred to in Section 3.12(a) or 3.12(b) is pending, the Business shall continue to be operated without interruption consistent with prudent management practices and in a manner most likely to continue its operations in the ordinary course of business consistent with the Business Plan and Budget most recently in effect.
Within 30 days of the initial request, such persons or their designees shall meet and use their reasonable best efforts to negotiate in good faith to resolve the deadlock (including Material Deadlock).
If the Media Representative fails to give the Media Members Sale Notice within 90 days following a Material Deadlock Event, the Media Members shall be deemed to have waived the Media Members Sale Right and have no further right to exercise the Media Members Sale Right with respect to such Material Deadlock Event.
It is understood and agreed that the rights provided to Polo and the Media Members in Sections 3.12(d) and 3.12(e) shall not be exercisable unless the respective Chief Executive Officers of NBC and Polo (or designees of each) shall have attempted in good faith to resolve matters that are the subject of a Material Deadlock.
In the event that the unanimous consent of Polo and the Media Representative is not received on any matter as to which such consent is so required in accordance with the terms of this Agreement, the Operating Agreement or by law, including Section 5.3, either Polo or the Media Representative may provide the other party with notice that a deadlock (including, if applicable, a Material Deadlock) has occurred.
If Polo wishes to exercise the Polo Deadlock Call, then Polo (no later than 60 days following a Material Deadlock Event) shall provide written notice to the Media Representative, which notice shall (A) state that Polo proposes to exercise the Polo Deadlock Call and (B) set forth in reasonable detail the purchase price as calculated in accordance with Section 3.15(a) and all the material terms and conditions of the proposed purchase.
If Polo fails to give notice within 60 days following a Material Deadlock Event, then Polo shall be deemed to have waived the Polo Deadlock Call and shall have no further right to exercise the Polo Deadlock Call with respect to such Material Deadlock Event.
For purposes of the foregoing, a Material Deadlock shall be deemed to have occurred if the party receiving the Notice of Material Deadlock does not dispute such Material Deadlock by seeking a determination of an arbitrator on or prior to the 15th day following receipt of such Notice of Material Deadlock.
If the Media Representative does not deliver to Polo the ROFR Notice within such 180-day period, the Media Members shall be deemed to have waived the Media Members Sale Right and have no further right to exercise the Media Members Sale Right with respect to such Material Deadlock Event.
If an agreement of sale is not reached within the period provided for in this clause (ii), or if an agreement is reached but the sale is not consummated, then the Media Members shall be deemed to have waived the Media Members Sale Right with respect to such Material Deadlock Event.

More Definitions of Material Deadlock

Material Deadlock means the Governing Board is unable, after commercially reasonable efforts in good faith and at least two (2) duly held meetings of the Governing Board, to approve or disapprove any proposed action requiring approval of the Governing Board under this Agreement that, as a result of the deadlock with respect to such proposed action, has had or could reasonably be expected to have a material adverse effect on (a) the furtherance of the mission or the achievement of the purposes of the Company, (b) the financial performance of the Company, (c) the operations of the Company Facilities, (d) the quality of services rendered by the Company Facilities, or (e) the due exercise by a Member of its material rights hereunder.

Material Deadlock means that, after commercially reasonable efforts and at least two (2) duly held meetings, the Board is unable in good faith to approve or disapprove any proposed action requiring approval of the Board under this Agreement and that, as a result of the deadlock with respect to such proposed action, has had or could reasonably be expected to have a material adverse effect on (a) the financial performance of the Company, (b) the operations of the Company or (c) the quality of services rendered by the Company.

Material Deadlock means that, after commercially reasonable efforts and at least two