Deadlock provisions—joint venture shareholders’ agreement
Deadlock provisions—joint venture shareholders’ agreement

The following Corporate guidance note provides comprehensive and up to date legal information covering:

  • Deadlock provisions—joint venture shareholders’ agreement
  • Alternative 1: texas shoot out (SEALED BID)
  • Alternative 2: call option
  • Alternative 3: immediate liquidation following escalation to chairs

Alternative 1: texas shoot out (SEALED BID)

Clause 15

Replace clauses 15.3, 15.4, 15.5 and 15.6 with the following new clauses 15.3 and 15.4:

15.3 If the Deadlock is not resolved within [20] Business Days of the matter being referred to the respective chairs of the Shareholders, either Shareholder shall be entitled [within [60] Business Days of the deemed occurrence of a Deadlock in accordance with clause 15.1] to serve a notice (the Deadlock Resolution Notice) on the other Shareholder, whereupon each Shareholder shall have the right within [20] Business Days from the date of service of the Deadlock Resolution Notice to deposit at the registered office of the Company, addressed to the secretary of the Company (or, if there is no secretary, the Board of directors), a sealed bid in writing under which that Shareholder shall unconditionally offer to purchase all (but not some only) of the Shares held by the other Shareholder at the cash price per Share, payable on completion of the purchase and sale of the relevant Shares, stated in the bid. The Shareholder who shall deposit the bid which names the highest price per Share (or shall deposit the only bid) shall become bound to purchase and the other party shall become