Amicable resolution clause samples

In recent weeks, your management team and the Board have had ongoing discussions with Canyon to reach an amicable resolution. We have also interviewed Canyon’s Board candidates and evaluated their experience, suitability and independence. In order to avoid the expense and distraction of a proxy fight, we offered to accept one of the candidates from their proposed slate and work with them to add a second new independent director with the appropriate skills and experience of value to all investors. Unfortunately, they rejected this offer and no agreement has been reached, as of this date.

Looking ahead, it is possible that Navient and Canyon will continue to seek an amicable resolution. However, it is also possible that the matter plays out as a “proxy contest,” which means that both Navient and Canyon would work to convince shareholders to vote for their nominees to serve on the Board. During a proxy campaign, opposing parties take competing positions and frequently make critical statements about one another. I ask that we don’t let this situation distract us from our good work.

The Company sent a completion confirmation letter to Run Liang Tai on May31, 2019 to confirm the satisfaction of all of the Closing Conditions. Run Liang Tai, however, disputed the satisfaction of certain Closing Conditions. The Company is in discussion with Run Liang Tai in order to find an amicable resolution. However, there can be no assurance that the dispute will be resolved in the Company’s favor, and there can be no assurance that the Proposed Transaction will ever be closed.

8.2If any dispute arises in the performance of this Agreement, both parties shall settle it through amicable resolution. If resolution fails, either party may file a lawsuit to the people's court in the locality of Party A.

Most recently, your Board made a settlement proposal that included the resignation of CEO Mark Baker, which Velan rejected, despite previously indicating that Mr. Baker’s resignation was the single gating item to an amicable resolution. Mr. Baker was willing to step down if by doing so he could resolve the consent solicitation and afford shareholders the opportunity to properly evaluate and vote on the compelling transaction he helped to negotiate. However, Velan once again rejected the settlement offer by moving the goalposts and demanding nothing less than majority Board representation, in addition to Mr. Baker’s resignation. While Velan may have initially called for a change to a minority of the Board, it is clear that it will settle for nothing less than full control.