Acceptance or Rejection of Offered Price. In the event Xxx Xxxxxxxxxxxxx delivers a ROFO Response to the Deshe/Diamond Representative, within 24 hours of receipt of the ROFO Response, the Deshe/Diamond Representative shall either accept or reject the ROFO Response. If no written notice of acceptance or rejection is delivered to Xxx Xxxxxxxxxxxxx within such 24-hour period, the Deshe/Diamond Representative shall be deemed to have rejected the ROFO Response. (i) In the event the Deshe/Diamond Representative accepts the ROFO Response within the 24-hour period, the closing of the Transfer of the Offered Shares shall take place within three business days of such written notice of acceptance. (ii) In the event the Deshe/Diamond Representative rejects (or is deemed to have rejected) the ROFO Response, the Deshe Stockholders or the Diamond Stockholders, as applicable, may sell the Offered Shares in the open market but only at a price greater than the Offered Price and subject to the volume limitations set forth in Section 1.3. If the Offered Shares are not sold within the 90-Day Period, the Offered Shares shall again be subject to the right of first offer pursuant to this Section 2.1.
Appears in 1 contract
Samples: Voting and Stockholder Agreement (American Eagle Outfitters Inc)
Acceptance or Rejection of Offered Price. In the event Xxx Xxxxxxxxxxxxx delivers a ROFO Response to the Deshe/Diamond Representative, within 24 hours of receipt of the ROFO Response, the Deshe/Diamond Representative shall either accept or reject the ROFO Response. If no written notice of acceptance or rejection is delivered to Xxx Xxxxxxxxxxxxx within such 24-hour period, the Deshe/Diamond Representative shall be deemed to have rejected the ROFO Response.
(i) In the event the Deshe/Diamond Representative accepts the ROFO Response within the 24-hour period, the closing of the Transfer of the Offered DSW B Shares shall take place within three business days of such written notice of acceptance.
(ii) In the event the Deshe/Diamond Representative rejects (or is deemed to have rejected) the ROFO Response, the Deshe Stockholders or the Diamond Stockholders, as applicable, may sell convert the Offered DSW B Shares into DSW A Shares and sell such shares in the open market but only at a price greater than the Offered Price and subject to the volume limitations set forth in Section 1.3. If the Offered DSW B Shares are not converted and sold within the 90-Day Period, the Offered DSW B Shares shall again be subject to the right of first offer pursuant to this Section 2.12.2.
Appears in 1 contract
Samples: Voting and Stockholder Agreement (American Eagle Outfitters Inc)
Acceptance or Rejection of Offered Price. In the event Xxx Xxxxxxxxxxxxx delivers a ROFO Response to the Deshe/Diamond Representative, within 24 hours of receipt of the ROFO Response, the Deshe/Diamond Representative shall either accept or reject the ROFO Response. If no written notice of acceptance or rejection is delivered to Xxx Xxxxxxxxxxxxx within such 24-hour period, the Deshe/Diamond Representative shall be deemed to have rejected the ROFO Response.
(i) . In the event the Deshe/Diamond Representative accepts the ROFO Response within the 24-hour period, the closing of the Transfer of the Offered DSW B Shares shall take place within three business days of such written notice of acceptance.
(ii) . In the event the Deshe/Diamond Representative rejects (or is deemed to have rejected) the ROFO Response, the Deshe Stockholders or the Diamond Stockholders, as applicable, may sell convert the Offered DSW B Shares into DSW A Shares and sell such shares in the open market but only at a price greater than the Offered Price and subject to the volume limitations set forth in Section 1.3. If the Offered DSW B Shares are not converted and sold within the 90-Day Period, the Offered DSW B Shares shall again be subject to the right of first offer pursuant to this Section 2.12.2.
Appears in 1 contract
Samples: Voting and Stockholder Agreement (American Eagle Outfitters Inc)
Acceptance or Rejection of Offered Price. In the event Xxx Xxxxxxxxxxxxx delivers a ROFO Response to the Deshe/Diamond Representative, within 24 hours of receipt of the ROFO Response, the Deshe/Diamond Representative shall either accept or reject the ROFO Response. If no written notice of acceptance or rejection is delivered to Xxx Xxxxxxxxxxxxx within such 24-hour period, the Deshe/Diamond Representative shall be deemed to have rejected the ROFO Response.
(i) . In the event the Deshe/Diamond Representative accepts the ROFO Response within the 24-hour period, the closing of the Transfer of the Offered Shares shall take place within three business days of such written notice of acceptance.
(ii) . In the event the Deshe/Diamond Representative rejects (or is deemed to have rejected) the ROFO Response, the Deshe Stockholders or the Diamond Stockholders, as applicable, may sell the Offered Shares in the open market but only at a price greater than the Offered Price and subject to the volume limitations set forth in Section 1.3. If the Offered Shares are not sold within the 90-Day Period, the Offered Shares shall again be subject to the right of first offer pursuant to this Section 2.1.
Appears in 1 contract
Samples: Voting and Stockholder Agreement (American Eagle Outfitters Inc)