Response Notice Sample Clauses

Response Notice. (i) Each Preferred Holder shall have thirty (30) days from the date the Issuance Notice is received to agree to purchase all (but not less than all) of such Preferred Holder's Pro Rata Share of such Preemptive Interests by giving written notice to GDI of its desire to purchase such Preferred Holder's Pro Rata Share of such Preemptive Interests (the "Response Notice"). Such Response Notice shall constitute the irrevocable agreement of such Preferred Holder (a "Preemptive Purchaser") to purchase all (but not less than all) of such Preemptive Purchaser's Pro Rata Share of the Preemptive Interests at the price and upon the terms stated in the Issuance Notice. (ii) In the event any Preemptive Interests remain unsubscribed thirty (30) days after delivery of the Issuance Notice (the "Unsubscribed Securities"), GDI shall promptly issue a subsequent Issuance Notice (the "Subsequent Issuance Notice") to each Preemptive Purchaser. Each Preemptive Purchaser shall have ten (10) days from the date the Subsequent Issuance Notice is received to agree to purchase all or any portion of the Unsubscribed Securities by giving a second Response Notice (the "Subsequent Response Notice") and stating therein the quantity of Unsubscribed Securities to be purchased. Such Subsequent Response Notice shall constitute the irrevocable agreement of such Preemptive Purchaser to purchase the quantity of Unsubscribed Securities indicated in such Subsequent Response Notice at the price and upon the terms stated in the Issuance Notice. If such Preemptive Purchasers subscribe for more than the Unsubscribed Securities available, the Unsubscribed Securities shall be allocated among each such Preemptive Purchaser in proportion to each such Preemptive Purchaser's respective Pro Rata Share.

Response Notice. Within twenty (20) business days after receipt by SCO of a Claim Notice, SCO may deliver to the Indemnitee who delivered the Claim Notice and to the Escrow Agent a written response (the "Response Notice") in which SCO: (i) agrees that a whole number of Escrow Shares having a Total Value (as defined below) equal to the full Claimed Amount may be released from the Escrow Account to the Indemnitee; (ii) agrees that Escrow Shares having a Total Value equal to part, but not all, of the Claimed Amount (the "Agreed Amount") may be released from the Escrow Account to the Indemnitee; or (iii) indicates that no part of the Claimed Amount may be released from the Escrow Account to the Indemnitee. Any part of the Claimed Amount that SCO does not agree should be released to the Indemnitee shall be the "Contested Amount." If a Response Notice is not received by the Escrow Agent within such twenty (20) business day period, then SCO shall be deemed to have agreed that Escrow Shares having a Total Value equal to the full Claimed Amount may be released to the Indemnitee from the Escrow Account.

Response Notice. Each Stockholder shall have 30 days --------------- from the date the Issuance Notice is received to agree to purchase all or any portion of its Pro Rata Share (as defined below in Subsection 2.4) of such Additional Securities by giving written notice to the Company of its desire to purchase Additional Securities (the "Response Notice") and stating therein the quantity of Additional Securities to be purchased. Such Response Notice shall constitute the irrevocable agreement of such Stockholder to purchase the quantity of Additional Securities indicated in the Response Notice at the price and upon the terms stated in the Issuance Notice. Any purchase by Stockholders of Additional Securities shall be consummated on the later (i) the closing date specified in the Issuance Notice or (ii) the closing date on which Additional Securities described in the applicable Issuance Notice are first issued and sold if other Persons are also purchasing Additional Securities. Each Stockholder that has elected to purchase its Pro Rata Share of Additional Securities will have the right to purchase all or any portion of the Additional Securities unsubscribed for by the other Stockholders, up to its pro rata share of such unsubscribed portion (determined by the number of Voting Securities owned by the party or parties who elect to purchase such unsubscribed for portion) if oversubscribed.

Response Notice. Within 60 days of the service of the review notice (“response period”), the recipient may serve notice (“response notice”) on the sponsor specifying:- (A) that there is no Material Change in Circumstances which would give rise to any changes; and/or (B) its objections to the changes being proposed, in each case accompanied by a reasonably detailed statement of its reasons for so specifying.

Response Notice. On or before the 60th day after the receipt by the Responding Member of the Buy-Sell Notice, the Responding Member may give written notice (the “Response Notice”) either (i) accepting the Initiating Member’s offer to purchase all of the Responding Member’s interests in the Company or purchase the Selling Properties for the Property Value, as the case may be, or (ii) agreeing to purchase all of the Initiating Member’s interests in the Company or purchase the Selling Properties for the Property Value, as the case may be, in either case subject to adjustment as set forth in Section 10.11(i). If the Response Notice provides that the Responding Member is agreeing to purchase all of the Initiating Member’s interests in the Company or the Selling Properties, the Response Notice shall be accompanied by the tender to a third‑party escrow agent selected by the Initiating Member (the “Escrow Agent”) in an amount equal to the lesser of 5% of (i) the Company Value or the Property Value, or (ii) $1,000,000, as the case may be (the “Buy-Sell Deposit”). If the Response Notice accepts the Initiating Member’s offer to purchase, then within five (5) business days after its receipt of the Response Notice, the Initiating Member shall tender to the Escrow Agent an amount equal to the Buy-Sell Deposit with respect to the Selling Property or the selling Member’s Interest, as the case may be. If the Responding Member fails to deposit the Buy-Sell Deposit as and when required pursuant to this paragraph (b), the Response Notice shall be deemed defective, with the same consequences as through the Response Notice had not been delivered. If the Initiating Member fails to deposit the Buy-Sell Deposit as and when required pursuant to this paragraph (b), and such failure is not cured within 5 business days after written notice from the other Member, the Initiating Member shall be in default of this Agreement, and shall be deemed to be a “Defaulted Member,” with the consequences set forth in Section 10.11(k) below.

Response Notice. Within twenty (20) business days after receipt by SCO of a Claim Notice, SCO may deliver to the Indemnitee who delivered the Claim Notice a 62 70 written response (the "Response Notice") in which SCO: (i) agrees that the full Claimed Amount is to be paid to the Indemnitee; (ii) agrees that a part, but not all, of the Claimed Amount is to be paid to the Indemnitee; or (iii) indicates that no part of the Claimed Amount is to be paid to the Indemnitee. Any part of the Claimed Amount that SCO does not agree should be paid to the Indemnitee shall be the "Contested Amount." If a Response Notice is not delivered to Caldera within such twenty (20) business day period, then SCO shall be deemed to have agreed that the full Claimed Amount is to be paid to the Indemnitee.

Response Notice. Within twenty (20) business days after the delivery of an Officer's Certificate to the Designated Shareholders' Agent (with a copy to the Escrow Agent), the Designated Shareholders' Agent shall deliver to Escrow Agent and Castelle a written notice (the "Response Notice") containing: (i) instructions to the effect that Shares having a Stipulated Value (as defined in Section 5 of this Escrow Agreement) equal to the entire Claim Amount set forth in such Claim Notice are to be released from the Escrow to Castelle; or (ii) instructions to the effect that Shares having a Stipulated Value equal to a specified portion (but not the entire amount) of the Claim Amount set forth in such Claim Notice are to be released from the Escrow to Castelle, together with a statement that the remaining portion of such Claim Amount is being disputed; or (iii) a statement that the entire Claim Amount set forth in such Claim Notice is being disputed. If no Response Notice is received by Escrow Agent from the Designated Shareholders' Agent within twenty (20) business days after the delivery of an Officer's Certificate to the Designated Shareholders' Agent, then the recipient of such Claim Notice shall be deemed to have given instructions that Shares having a Stipulated Value equal to the entire Claim Amount set forth in such Claim Notice are to be released to Castelle from the Escrow.

Response Notice. Within thirty (30) days after receipt by the Sirion Shareholders’ Representative of a Claim Notice, the Sirion Shareholders’ Representative shall deliver to the Sytera Stockholders’ Representative and to the Escrow Agent a written response (the “Response Notice”) stating that the Holders: (i) agree that Sirion Indemnification Escrow Shares and/or Derivative Property (in each case, valued at the Stipulated Value) equal to the full Claimed Amount may be released from the Escrow Fund and delivered to the Claimant; (ii) agree that Sirion Indemnification Escrow Shares and/or Derivative Property (in each case, valued at the Stipulated Value) equal to a portion, but not all, of the Claimed Amount (the “Agreed Amount”) may be released from the Escrow Fund and delivered to the Claimant; or (iii) contest the Claim Notice entirely and believe that no portion of the Sirion Indemnification Escrow Shares and/or Derivative Property should be released from the Escrow Fund to the Claimant in respect of the Claimed Amount (any such contested portion of the Claimed Amount being referred to herein as the “Contested Amount”). In the event that the Escrow Agent does not receive a Response Notice prior to the end of the thirty (30) day period specified above, the Holders shall be conclusively deemed to have agreed that Sirion Indemnification Escrow Shares and/or Derivative Property (in each case, valued at the Stipulated Value) equal to the full Claimed Amount may be released from the Escrow Fund to the Claimant.

Response Notice. Within twenty (20) days after receipt by the Shareholders of a Claim Notice, the Shareholders shall deliver to Franklin and to the Escrow Agent a written response (the "Response Notice") stating that the Shareholders: (i) agree that Escrow Stock and/or Derivative Property (in each case, valued at the Stipulated Value) equal to the full Claimed Amount may be released from the Escrow Fund and delivered to the Claimant; (ii) agree that Escrow Stock and/or Derivative Property (in each case, valued at the Stipulated Value) equal to a portion, but not all, of the Claimed Amount (the "Agreed Amount") may be released from the Escrow Fund and delivered to the Claimant; or (iii) contest the Claim Notice entirely and believe that no portion of the Escrow Stock and/or Derivative Property should be released from the Escrow Fund to the Claimant in respect of the Claimed Amount (any such contested portion of the Claimed Amount being referred to herein as the "Contested Amount"). In the event that the Escrow Agent does not receive a Response Notice prior to the end of the twenty (20) day period specified above, the Shareholders shall be conclusively deemed to have agreed that Escrow Stock and/or Derivative Property (in each case, valued at the Stipulated Value) equal to the full Claimed Amount may be released from the Escrow Fund to the Claimant.