Common use of Deadlock Procedure Clause in Contracts

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 provisions set out in Clause 13 (Dissolution of the Parties’ co-operation) shall apply in the event of a Mandatory Deadlock Matter, but subject to Clause 5.7.3.

Deadlock Procedure. 5.7.1 5.8.1. In the event that the Board or the relevant general meeting of shareholders in the JV Company Shareholders 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 Shareholders (as the case may be), then a Party Shareholder may serve a notice (the “Deadlock Notice”) to the other Party Shareholder with the consequence that such matter is considered a deadlock matter (a “Deadlock Matter”). 5.7.2 5.8.2. Upon receipt of a Deadlock Notice, the Parties Shareholders shall refer the Deadlock Matter to a committee (the ”“Escalation Committee”), which shall consist of the CEO General Counsel (or Chief Legal Officer) of each Party of Controlling parent company of the respective Shareholders 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 Company as well as each PartyShareholder’s purpose with its investment in the JV Company (as set out in herein)interests. 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 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 Company in relation to a third party or otherwise would jeopardize the existence of the JV Group Company (a “Mandatory Deadlock Matter”). 5.7.3 5.8.3. In case of a deadlock situation in accordance with this Clause 5.75.8, the Parties Shareholders undertake to ensure that, during a reasonable time period, the JV Group Company continues to operate towards the Parties Shareholders and third parties (including employees) so that (i) the deadlock Mandatory Deadlock Matter situation does not have a material and adverse effect on the JV GroupCompany, and (ii) the JV Group Company honors its obligations 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 Partiesrespects. 5.7.4 5.8.4. The provisions set out in Clause 13 12 (Dissolution of the PartiesShareholders’ co-operation) shall apply in the event of a Mandatory Deadlock Matter, but subject to Clause 5.7.35.8.3.