Common use of Deadlocks Clause in Contracts

Deadlocks. If the Voting Members are unable to reach a determination on any matter for which the unanimous approval of the Voting Members is required pursuant to this Agreement, in each case within the time allotted under this Agreement for such decision, whether due to the failure of the Directors or the Voting Members, as applicable, to agree on any such matter or due to the failure of a Voting Member, or the Directors appointed by a Voting Member, to participate in the governance of the Company (including failure to attend meetings of the Board of Directors or the Voting Members, as applicable) (each, a “Deadlock”), then the following shall occur: (i) any relevant Voting Member or Board of Directors proposal giving rise to the Deadlock shall be deemed not to have passed and (ii) the status quo shall be maintained with respect to any matter that was the subject of such proposal, unless and until the Board of Directors or Voting Members so act(s) in accordance with the provisions of this Agreement. The Deadlock shall be addressed in the below manner. (a) The Deadlock shall initially be referred to the Aspen Directors and the Coty Directors, who shall negotiate in good faith for a period of ten (10) days in an attempt to reach resolution. (b) If the negotiations prescribed in section (a) are unsuccessful, the Deadlock shall be escalated to the Chief Executive Officer of Coty and Founder, who shall negotiate in good faith for a period of thirty (30) days in an attempt to reach resolution. (c) If the negotiations prescribed in section (b) are unsuccessful, the Deadlock shall be submitted within fifteen (15) days for non-binding mediation administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules and Mediation Procedures then in effect. The mediation will be conducted by a single mediator selected in good faith by the mutual written agreement of the Voting Members; provided, that if the Voting Members do not jointly select such arbitrator within five (5) Business Days of submission of the Deadlock for mediation, such arbitrator shall be selected by the AAA in accordance with its Commercial Arbitration Rules and Mediation Procedures then in effect. The Voting Members will cooperate in good faith with the AAA and with one another in selecting the mediator, and in scheduling the mediation. Such parties agree that they will participate in the mediation in good faith, and that they will share equally in the costs of utilizing the AAA and the mediator. The place of mediation will be New York, New York. In no event shall the mediation period exceed thirty (30) days following the date of submission. (d) Prior to the fifth (5th) anniversary of the date of this Agreement, if a resolution of the Deadlock is not reached after the procedures set forth in Section 8.13(c) have been completed, then the matter shall be submitted within fifteen (15) days to the AAA for binding arbitration in accordance with its Commercial Arbitration Rules and Mediation Procedures then in effect. The arbitration will be conducted by a single arbitrator selected by the mutual written agreement of the parties to the dispute; provided, that if the Voting Members do not jointly select such arbitrator within five (5) Business Days of submission of the Deadlock for arbitration, such arbitrator shall be selected by the AAA in accordance with its Commercial Arbitration Rules and Mediation Procedures then in effect. The Voting Members will cooperate in good faith with the AAA and with one another in selecting the arbitrator, and in scheduling the arbitration. Such parties further agree that they will share equally in the costs of utilizing the AAA and the arbitrator. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. Sections 1-16, and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The place of arbitration will be New York, New York. Unless otherwise agreed by such parties, the mediator will be disqualified from serving as the arbitrator. (e) After the fifth (5th) anniversary of the date of this Agreement, if a resolution of the Deadlock is not reached after the procedures set forth in Section 8.13(c) have been completed, and if one or more Deadlocks are in effect for consecutive or non-consecutive periods that exceed, in the aggregate, three hundred and sixty five (365) days (a “One Year Deadlock”), Coty shall, in its sole discretion, have the right to exercise its rights pursuant to Section 11.3(d).

Deadlocks. If the Voting Members are unable to reach (a) Following a determination on any matter for which the unanimous approval meeting of the Voting Members is required pursuant to this Agreement, Management Committee at which one (or more) Participants (via their Representatives) have voted in each case within favour of a proposed resolution and other Participants (via their Representatives) have voted against the time allotted under this Agreement for such decision, whether due to the failure proposed resolution of the Directors or decision that is the Voting Members, as applicable, to agree on any such subject matter or due to the failure of a Voting Member, or the Directors appointed by a Voting Member, to participate in the governance of the Company (including failure to attend meetings of the Board of Directors or the Voting Members, as applicable) (each, a “Deadlock”), then the following shall occur: (i) any relevant Voting Member or Board of Directors proposal giving rise to the Deadlock shall be deemed proposed resolution and such proposed resolution was not to have passed and (ii) the status quo shall be maintained with respect to any matter that was the subject of such proposal, unless and until the Board of Directors or Voting Members so act(s) in accordance with the provisions of this Agreement. The agreement (Deadlock), a Participant (Initiating Participant) may give written notice (Deadlock shall be addressed in Notice) to the below manner.other Participants (Other Participants) which: (ai) The identifies the proposed resolution which was not passed at the meeting of the Management Committee; and (ii) designates a senior representative of the Initiating Participant who will have the authority to resolve the Deadlock shall initially be referred to the Aspen Directors and the Coty Directors, who shall negotiate in good faith for a period of ten (10) days in an attempt to reach resolutionon its behalf. (b) If the negotiations prescribed in section (a) are unsuccessful, the Deadlock shall be escalated to the Chief Executive Officer of Coty and Founder, who shall negotiate in good faith for a period of thirty (30) days in an attempt to reach resolution. (c) If the negotiations prescribed in section (b) are unsuccessful, the Deadlock shall be submitted within fifteen (15) days for non-binding mediation administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules and Mediation Procedures then in effect. The mediation will be conducted by a single mediator selected in good faith by the mutual written agreement of the Voting Members; provided, that if the Voting Members do not jointly select such arbitrator within Within five (5) Business Days of submission the date of the Deadlock for mediationNotice, such arbitrator shall be selected the Other Participants must promptly designate, by written notice to the AAA in accordance with its Commercial Arbitration Rules Initiating Participant, senior representatives who will have authority to resolve the Deadlock on their behalf. (c) Each Participant's senior representatives designated under clauses 6.11(a) and Mediation Procedures then in effect. The Voting Members will cooperate 6.11(b) must meet and use all reasonable endeavours acting in good faith with to resolve the AAA and with one another in selecting the mediator, and in scheduling the mediation. Such parties agree that they will participate in the mediation in good faith, and that they will share equally in the costs of utilizing the AAA and the mediator. The place of mediation will be New York, New York. In no event shall the mediation period exceed thirty Deadlock within ten (3010) days following Business Days after the date of submissionthe Deadlock Notice. (d) Prior to the fifth (5th) anniversary of the date of this Agreement, if a resolution of If the Deadlock is not reached after the procedures set forth in Section 8.13(c) have been completedresolved under clause 6.11(c), then the matter shall be submitted within fifteen (15) days to the AAA for binding arbitration in accordance with its Commercial Arbitration Rules and Mediation Procedures then in effect. The arbitration will be conducted by a single arbitrator selected by the mutual written agreement of the parties to the dispute; provided, that if the Voting Members do not jointly select such arbitrator within five (5) Business Days of submission the date of the Deadlock for arbitrationNotice, such arbitrator shall be selected each chief executive officer of the Ultimate Holding Company of each Participant must (including by the AAA in accordance with its Commercial Arbitration Rules telephone or video conference) meet and Mediation Procedures then in effect. The Voting Members will cooperate use all reasonable endeavours acting in good faith with to resolve the AAA and with one another in selecting the arbitrator, and in scheduling the arbitration. Such parties further agree that they will share equally in the costs of utilizing the AAA and the arbitrator. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. Sections 1-16, and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The place of arbitration will be New York, New York. Unless otherwise agreed by such parties, the mediator will be disqualified from serving as the arbitratorDeadlock. (e) After the fifth (5th) anniversary Any resolution of the date of a Deadlock under this Agreement, if clause 6.11 will be a valid resolution of the Deadlock Management Committee to the extent that the senior representatives or chief executive officers (as applicable) agree that the resolution will have such effect. (f) If: (i) the Joint Venture Interest of each Participant is not reached after no longer 50% of the procedures set forth in Section 8.13(caggregate Joint Venture Interests of all Participants; or (ii) have been completedAlbemarle and MRL cease to be the Ultimate Holding Companies of AWPL and WLPL, and if one respectively (or more Deadlocks are in effect for consecutive or non-consecutive periods that exceed, in the aggregate, three hundred and sixty five (365) days (a “One Year Deadlock”of any of their respective Transferee Subsidiaries under clause 12.2), Coty shallthen the Participants will use reasonable endeavours to negotiate and agree to amend this agreement to make provision for the resolution of Deadlocks other than on, or in its sole discretionaddition, have to the right to exercise its rights pursuant to Section 11.3(d)terms of this clause 6.11.

Deadlocks. If the Voting Members are unable to reach a determination on any matter for which the unanimous approval of the Voting Members is required pursuant to this Agreement, in each case within the time allotted under this Agreement for such decision, whether due to the failure of the Directors or the Voting Members, as applicable, to agree on any such matter or due to the failure of a Voting Member, or the Directors appointed by a Voting Member, to participate in the governance of the Company (including failure to attend meetings of the Board of Directors or the Voting Members, as applicable) (each, a “Deadlock”), then the following shall occur: (i) any relevant Voting Member or Board of Directors proposal giving rise to the Deadlock shall be deemed not to have passed and (ii) the status quo shall be maintained with respect to any matter that was the subject of such proposal, unless and until the Board of Directors or Voting Members so act(s) in accordance with the provisions of this Agreement. The Deadlock shall be addressed in the below manner. (a) The Deadlock parties agree that all Deadlocks on the Company Board, the ITGL Board or the ITGE Board shall initially be referred to the Aspen Directors and the Coty Directors, who shall negotiate resolved in good faith for a period of ten (10) days in an attempt to reach resolutionaccordance with this Article 11. (b) A deadlock (a "Deadlock") shall be deemed to have occurred upon the failure of the Company Board, the ITGL Board or the ITGE Board, as the case may be, to reach a decision with respect to any of the following matters after a vote has been taken by the requisite voting representatives on the Company Board, the ITGL Board or the ITGE Board, as the case may be,: (i) approval of any annual budget; (ii) approval of a Capital Call in excess of the Stop Loss; (iii) approval of financings (debt or equity); (iv) approval of any acquisition or disposition in excess of GB,1,000,000; (v) approval of any material change in the purpose and strategic direction of the JV Business from that set forth in the Business Plan; or (vi) decisions relating to the hiring, firing or compensation of the chief executive officer of the Company. (c) If a Deadlock occurs on the Company Board, the ITGL Board or the ITGE Board, as the case may be, any voting representative on the Company Board, the ITGL Board or the ITGE Board, as the case may be, within twenty (20) days of the vote which give rise to such Deadlock, by written notice to the other voting representatives on such board, and to the Founders Committee, refer the Deadlock for resolution pursuant to Section 11.1(d). If no such voting representative refers such Deadlock to the Founders Committee for resolution within such 20-day period, no further action shall be taken by the Company Board, the ITGL Board or the ITGE Board, as the case may be, with respect to the proposal which gave rise to such Deadlock, but such proposal may be presented at a subsequent meeting of such board and any resulting Deadlock shall again be resolved in accordance with this Section 11.1(c). (d) If a Deadlock is referred to the Founders Committee for resolution, the Founders Committee shall have thirty (30) days to consider and attempt to resolve such Deadlock. If the negotiations prescribed in section (a) are unsuccessfulDeadlock cannot be resolved by the Founders Committee within such 30-day period, the Founders Committee shall designate either (i) any voting representative serving on the Company Board, the ITGL Board or the ITGE Board, as the case may be, that is not an Affiliate of either Venturer or (ii) another person that is not an Affiliate of either Venturer and is qualified to act as an arbitrator with respect to the particular proposal that is the subject of the Deadlock (such representative or other person being herein referred to as, the "Third Party Arbitrator"). Such Third Party Arbitrator shall arbitrate the subject of the Deadlock in accordance with the rules of the International Chamber of Commerce (the "ICC") in effect on the date hereof and shall have thirty (30) days from his designation to recommend a course of action with respect to such Deadlock by sending written notices setting forth such course of action to the Company Board, the ITGL Board or the ITGE Board, as the case may be, and the Venturers (the "Resolution"). Unless during the 10-Business Day period following receipt of such notice the Venturers mutually agree upon a different course of action than the Resolution (in which event such different course of action shall for purposes of this Agreement be referred to as the "Venturer Resolution"), the Resolution or the Venturer Resolution, as the case may be, shall be escalated final and binding on the Parties and the Venturers shall cause their voting representatives on the Company Board, the ITGL Board or the ITGE Board, as the case may be, to take action accordingly. (e) If there has been no Venturer Resolution and ITGI has not delivered a notice to SG pursuant to Section 11.1(f), following receipt of the Chief Executive Officer notice of Coty and FounderResolution pursuant to Section 11.1(d), who SG shall negotiate in good faith for have the right at any time within a period of thirty (30) days in an attempt from receipt thereof, by written notice to reach resolutionITGI, to require ITGI to purchase all, but not less than all, of its Venture Interest for a cash price equal to one hundred-fifty percent (150%) of the applicable Reference Value. Such right shall be exercised by delivery of a written notice by SG to ITGI within such 30-day period. The date of such notice is referred to herein as the "Resolution Put Notice Date". Promptly following the Resolution Put Notice Date, the Venturers shall commence determining the Reference Value as set forth on SCHEDULE 1.1. (cf) If the negotiations prescribed in section (b) are unsuccessfulthere has been no Venturer Resolution and SG has not delivered a notice to ITGI pursuant to Section 11.1(e), the Deadlock shall be submitted within fifteen (15) days for non-binding mediation administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules and Mediation Procedures then in effect. The mediation will be conducted by a single mediator selected in good faith by the mutual written agreement following receipt of the Voting Members; providednotice of Resolution pursuant to Section 11.1(d), that if ITGI shall have the Voting Members do not jointly select such arbitrator right at any time within five (5) Business Days a period of submission of the Deadlock for mediation, such arbitrator shall be selected by the AAA in accordance with its Commercial Arbitration Rules and Mediation Procedures then in effect. The Voting Members will cooperate in good faith with the AAA and with one another in selecting the mediator, and in scheduling the mediation. Such parties agree that they will participate in the mediation in good faith, and that they will share equally in the costs of utilizing the AAA and the mediator. The place of mediation will be New York, New York. In no event shall the mediation period exceed thirty (30) days commencing from the receipt thereof, by written notice to SG, to require SG to sell all, but not less than all, of its Venture Interest for a cash price equal to one hundred-fifty percent (150%) of the applicable Reference Value. Such right shall be exercised by delivery of a written notice by ITGI to SG within such 30-day period. The date of such notice is referred to herein as the "Resolution Call Notice Date." Promptly following the date of submissionResolution Call Notice Date, the Venturers shall commence determining the Reference Value as set forth on SCHEDULE 1.1. (dg) Prior The closing of a purchase and sale pursuant to the fifth (5thSection 11.1(e) anniversary of the date of this Agreement, if a resolution of the Deadlock is not reached after the procedures set forth in Section 8.13(cor 11.1(f) have been completed, then the matter shall be submitted within fifteen (15) days to the AAA for binding arbitration occur in accordance with its Commercial Arbitration Rules Sections 12.5 and Mediation Procedures then in effect. The arbitration will be conducted by a single arbitrator selected by the mutual written agreement of the parties to the dispute; provided, that if the Voting Members do not jointly select such arbitrator within five (5) Business Days of submission of the Deadlock for arbitration, such arbitrator shall be selected by the AAA in accordance with its Commercial Arbitration Rules and Mediation Procedures then in effect. The Voting Members will cooperate in good faith with the AAA and with one another in selecting the arbitrator, and in scheduling the arbitration. Such parties further agree that they will share equally in the costs of utilizing the AAA and the arbitrator. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. Sections 1-16, and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The place of arbitration will be New York, New York. Unless otherwise agreed by such parties, the mediator will be disqualified from serving as the arbitrator12.6. (e) After the fifth (5th) anniversary of the date of this Agreement, if a resolution of the Deadlock is not reached after the procedures set forth in Section 8.13(c) have been completed, and if one or more Deadlocks are in effect for consecutive or non-consecutive periods that exceed, in the aggregate, three hundred and sixty five (365) days (a “One Year Deadlock”), Coty shall, in its sole discretion, have the right to exercise its rights pursuant to Section 11.3(d).