1.4.0: Deadlock Provision: Model Clauses

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Abstract

The "Texas Shootout" (i) If, at any time, after two [regularly scheduled][1] meetings of the [Board of Directors]/[Supervisory Board][2] (the "Board"), the [Party X Nominees] and the [Party Y Nominees] are [(i)] unable to agree upon a course of action (or a proposed course of action) with respect to a Designated Matter[3] (as defined in Section __) [or (ii) are deadlocked with respect to the management of the affairs of the Company][4], then either Shareholder may deliver a notice (a "Deadlock Notice") to the other Shareholder declaring the existence of a deadlock with respect to such Designated Matter [or the management of the affairs of the Company] (a "Deadlock"). Each Deadlock Notice shall specify in as much particularity as is reasonably practicable the Designated Matter or Designated Matters [or such other matters] which are the subject of such Deadlock (the "Disputed Matters") and such Shareholder's proposed solution to such