Deadlock Procedure Sample Clauses

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Deadlock Procedure. In situations where the National Joint Grievance Review Committee deadlocks and provisions of the National Master, FOA or other company policies, are central to the dispute (Articles 1 through 49), such dispute shall be submitted to a mutually agreeable neutral arbitrator for final and binding resolution. If the parties are unable to agree upon an arbitrator, they shall request a panel from the FMCS (National Academy members only) from the Washington D.C. area. The dispute resolution machinery contained in local riders, addenda or supplements do not have authority to interpret the provisions of the National Master (Articles 1 through 49) without the consent of the Employer and the National Union Committee.
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Deadlock Procedure. 17.1 If at any time during this Agreement a resolution is proposed concerning a matter which: (a) is bona fide considered by the party procuring the proposal of such resolution to be of fundamental importance in the context of the joint venture; (b) is not consistent with the Objectives; and (c) has been duly proposed at a meeting of the Board and in respect of which the ‘A’ vote and ‘B’ vote are cast differently. the resolution shall be re-submitted to the Board for its reconsideration at a meeting to be held not less than 28 nor more than 42 days after the date of the meeting at which the resolution was first proposed during which time the members shall use all their respective reasonable endeavours, acting in the utmost good faith, to resolve the matter which is the subject of such resolution or agree that such resolution shall be withdrawn. If, the Board having failed to reach a decision regarding the matter which is the subject of the dispute or to agree that the resolution shall be withdrawn, when considering the resolution the second time the ‘A’ and the ‘B’ vote are again cast differently the following provisions of this clause 16 shall apply. 17.2 The parties shall negotiate in good faith (without imposing any obligation on either party) with a view to agreeing terms for one party to divest itself of all its Shares in favour of the other. 17.3 If the parties cannot reach any such agreement as is referred to in clause 17.2 and no other resolution or disposition is agreed within 30 days of the second Board meeting referred to in clause 17.1 or such longer period as the parties may agree in writing, either Shareholder shall be entitled within a further period of 90 days thereafter to serve a Dissolution Notice, as referred to in clause 16.1 in which event the provisions of clause 16 shall apply.
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Deadlock Procedure. 5.7.1 In the event that the Board or the relevant general meeting of shareholders in the JV Company is unable to pass a resolution within fifteen (15) Business Days of such matter first being considered and put for a decision by the Board or the general meeting of shareholders (as the case may be), then a Party may serve a notice (the “Deadlock Notice”) to the other Party with the consequence that such matter is considered a deadlock matter (a “Deadlock Matter”). 5.7.2 Upon receipt of a Deadlock Notice, the Parties shall refer the Deadlock Matter to a committee (the ”Escalation Committee”), which shall consist of the CEO of each Party at the time, for consultation and negotiations in good faith with a view to resolve such Deadlock Matter. The consultation and negotiations shall always take into consideration the reasonable best interest of the JV Group as well as each Party’s purpose with its investment in the JV Company (as set out in herein). The negotiations shall commence as soon as reasonably possible, and in any event within ten (10) Business Days after the receipt of the Deadlock Notice. If the Escalation Committee has not been able to resolve the Deadlock Matter within thirty (30) Business Days following receipt of the Deadlock Notice, the Deadlock Matter shall be struck from the agenda of the relevant board meeting or the general meeting of shareholders (as applicable) and any proposal made in respect of the Deadlock Matter shall not proceed unless the issue has to be resolved upon according to mandatory applicable law or contractual obligations of the JV Group in relation to a third party or otherwise would jeopardize the existence of the JV Group (a “Mandatory Deadlock Matter”). 5.7.3 In case of a deadlock situation in accordance with this Clause 5.7, the Parties undertake to ensure that, during a reasonable time period, the JV Group continues to operate towards the Parties and third parties (including employees) so that (i) the deadlock situation does not have a material and adverse effect on the JV Group, (ii) the JV Group in all material respects honours its obligations and (iii) a Party can continue to deliver in accordance with its obligations, assuming that the Party had entered into such obligations on the basis of what could reasonably be expected from the JV Group on the basis of the most recent Business Plan. The Parties agree that the deadlock situation shall not impose an obligation of additional financing for the Parties. 5.7.4 The ...
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Deadlock Procedure. If the Deadlock Matter is not resolved unanimously by the Resolution Appointees within 30 days of the matter being referred to them, then either Shareholder may give notice (a “Warning Notice”) that it intends to implement the deadlock procedure set out in this Clause 21.2 (Deadlock Procedure).
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Deadlock Procedure. Section 15.1 If while the Agreement is in force a serious and repeated disagreement arises between Loews and its Permitted Transferees acting together as a group representing 50% of the share capital of the JV on the one hand, and RE arid his Permitted Transferee acting together as a group representing 50% of the share capital of the JV on the other hand resulting in a failure to reach a majority resolution regarding a matter that is submitted to either a Partners Meeting or the Board of Directors within the sphere of their respective competence which is essential for the normal running of the business or that prevents the normal development of the projects and activities of the JV or its Subsidiaries (a “Disagreement”), the parties agree to apply the following rules: (a) Once aware of the existence of a Disagreement between the parties, both undertake to negotiate in good faith, a solution to the Disagreement that results in a resolution of the Board of Directors or the Partners Meeting, or that in any other manner satisfies both parties and is reflected in a written agreement, for a period of 60 (sixty) calendar days (the “Negotiating Period”) from the receipt of written notification regarding the Disagreement by either of the parties from the other party, unless the parties otherwise agree. (b) If the Negotiating Period has transpired without the parties having been able to reach a satisfactory solution to the Disagreement they shall proceed, as provided for in Section 15.2 below, to a spin-off of the assets of the JV and its Subsidiaries (the “Spin-off’). Section 15.2 (a) Either of the parties may initiate the Spin-off procedure immediately after the expiry of the Negotiating Period by giving notice (the “Spin-off Notice”) to the other party if no solution, as provided for in Section 15.1 (b), has been reached. The purpose of the Spin-off shall be the division by the Independent Expert appointed in accordance with the procedure established in Section 15.2 (b), of all the assets and liabilities of the JV and its Subsidiaries (including the personnel) into two separate blocks, each of them with equivalent value and content and each capable of operating separately, and each of the blocks shall be transferred by the JV in accordance with the Plan to newly incorporated limited liability companies (the “Beneficiary Companies”), in accordance with the spin-off process established in articles 94 and related articles of the Law on Limited Liability Companies, (...
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Deadlock Procedure 
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Related to Deadlock Procedure

  • Dispute Procedure (1) Unless otherwise provided in the Council's Constitution or in this Collective Agreement, any dispute within the registered scope of the Council shall be resolved as set out below: (a) The General Secretary of the Council shall, after consultation with the Secretary of any relevant Regional Chamber, decide whether any dispute referred to the Council must be dealt with by the Council or the Regional Chamber. (b) The Council shall, from time to time, adopt, by resolution, guidelines for the General Secretary of the Council to follow in the allocation of such disputes. (c) When any dispute is allocated to a Regional Chamber in terms of this clause, then such Regional Chamber shall have the same rights, powers and obligations as the Council.

  • Resolution Procedure a. Step 1 i. The complainant, if comfortable with that approach, may choose to speak to or correspond directly with the alleged harasser to express their feelings about the situation. ii. Before proceeding to Step 2, the complainant may approach their administrative officer, staff rep or other contact person to discuss potential means of resolving the complaint and to request assistance in resolving the matter. If the matter is resolved to the complainant's satisfaction the matter is deemed to be resolved. Refer to Article E.

  • Informal Dispute Resolution Process 1. In the event there is a dispute under this Centralized Contract, the Contractor, OGS and Authorized User agree to exercise their best efforts to resolve the dispute as soon as possible. The Contractor, OGS and Authorized User shall, without delay, continue to perform their respective obligations under this Centralized Contract which are not affected by the dispute. Primary responsibility for resolving any dispute arising under this Centralized Contract shall rest with the Authorized User’s Contractor Coordinators and the Contractor’s Account Executive and the State & Local Government Regional General Manager. 2. In the event the Authorized User is dissatisfied with the Contractor’s Products provided under this Centralized Contract, the Authorized User shall notify the Contractor in writing pursuant to the terms of the Contract. In the event the Contractor has any disputes with the Authorized User, the Contractor shall so notify the Authorized User in writing. If either party notifies the other of such dispute, the other party shall then make good faith efforts to solve the problem or settle the dispute amicably, including meeting with the party’s representatives to attempt diligently to reach a satisfactory result through negotiation. 3. If negotiation between the Contractor and Authorized User fails to resolve any such dispute to the satisfaction of the parties within fourteen (14) business days or as otherwise agreed to by the Contractor and Authorized User, of such notice, then the matter shall be submitted to the State's Contract Administrator and the Contractor’s senior executive officer representative. Such representatives shall meet in person and shall attempt in good faith to resolve the dispute within the next fourteen (14) business days or as otherwise agreed to by the parties. This meeting must be held before either party may seek any other method of dispute resolution, including judicial or governmental resolutions. Notwithstanding the foregoing, this section shall not be construed to prevent either party from seeking and obtaining temporary equitable remedies, including injunctive relief. 4. The Contractor shall extend the informal dispute resolution period for so long as the Authorized User continues to make reasonable efforts to cure the breach, except with respect to disputes about the breach of payment of fees or infringement of its or its licensors’ intellectual property rights.