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Reply Notice Sample Clauses

Reply Notice. Each Investor who wishes to purchase Investor Transfer Shares (an “Exercising Investor”) shall within 20 days from the date of receipt of the Investor Transfer Notice provide the Selling Investor with a written notice (a “Reply Notice”) specifying the maximum number of any Investor Transfer Shares which it irrevocably commits to purchase (the “Exercise Amount”). A failure by an Investor to respond within such 20-day period shall be deemed to constitute a decision by such Investor not to purchase any Investor Transfer Shares. For the avoidance of doubt, each Exercising Investor may specify in its Reply Notice an Exercise Amount higher or lower than its Proportionate Amount (as defined in clause (d) of this Section 5.2). The Investor Transfer Shares shall be allocated among the Exercising Investors (with rounding to avoid fractional shares) in proportion to their respective Proportionate Amounts and on the same material terms and conditions as specified in the Investor Transfer Notice, provided that in no event shall an amount greater than an Exercising Investor’s Exercise Amount be allocated to such Exercising Investor.
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Reply Notice. Each Non-Selling Holder who wishes to purchase Holder Transfer Securities (an “Exercising Holder”) shall have thirty (30) days from the date of receipt of the Holder Transfer Notice to provide the Selling Holder and the Company with a written notice (a “Reply Notice”) specifying the maximum amount of any Holder Transfer Securities which it irrevocably commits to purchase (the “Exercise Amount”). A failure by such Non-Selling Holder to respond within such thirty (30) day period shall be deemed to constitute a decision by such Non-Selling Holder not to exercise its right to purchase all or any of the Holder Transfer Securities as provided herein. For the avoidance of doubt, each Exercising Holder may specify in its Reply Notice an Exercise Amount higher or lower than its Proportionate Amount (as defined below in 2.2(d)). The Holder Transfer Securities shall be allocated among each Exercising Holder (with rounding to avoid fractional shares) in proportion to its respective Proportionate Amount and on the same material terms and conditions as specified in the Holder Transfer Notice provided that in no event shall an amount greater than such Exercising Holder’s Exercise Amount be allocated to such Exercising Holder.
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Reply Notice. As defined in Section 9.7.2.
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Reply Notice. Each Investor (save for Intel and IFC, but including their respective assignees) who wishes to purchase Preferred Transfer Shares (each, an “Exercising Investor”) shall have twenty (20) days from the date of receipt of the Original Preferred Transfer Notice to provide the Preferred Seller and the Company with a written notice (a “Reply Notice”) specifying the maximum number of any Preferred Transfer Shares which it irrevocably commits to purchase (the “Exercise Amount”) A failure by an Investor to respond within such twenty (20) day period (the “Reply Period”) shall be deemed to constitute a decision by such Investor not to exercise its right to purchase all or any of the Preferred Transfer Shares as provided herein. For the avoidance of doubt, each Exercising Investor may specify in its Reply Notice an Exercise Amount higher or lower man its Proportionate Amount (as defined in Section 2A.4) The Preferred Transfer Shares shall be allocated among each Exercising Investor (with rounding to avoid fractional shares) in proportion to its respective Proportionate Amount and on the same material terms and conditions as specified in the Original Preferred Transfer Notice provided, however, that in no event shall an amount greater that such Exercising Investor’s Exercise Amount be allocated to such Exercising Investor. 2A.3
Sample 1
Reply Notice. The Responding Member shall have a period of fifteen (15) days (or, if the Buy-Sell Price for the Triggering Member’s Membership Interest is greater than $5,000,000, thirty (30) days) after the receipt of the Buy-Sell Notice within which to notify the Triggering Member in writing (each, a “Reply Notice”) whether such Responding Member shall (i) sell to the Triggering Member its Membership Interests for a purchase price equal to the Responding Member’s Buy-Sell Price, or (ii) purchase the Triggering Member’s Membership Interest for a purchase price equal to the Triggering Member’s Buy-Sell Price. In the event that a Reply Notice is not so given by a Responding Member prior to the expiration of the 15-day or 30-day period, as applicable, then it shall be conclusively presumed that such Responding Member elected to sell its Membership Interest to the Triggering Member pursuant to clause (i) of the immediately preceding sentence.
Sample 1
Reply Notice. The Offeree shall have sixty (60) days after the receipt of the Buy-Sell Offer within which to send written notice ("Reply Notice") to the Electing Party stating whether the Offeree will either: (a) sell to the Electing Party all of the Offeree's shares; or (b) buy from the Electing Party all of the Electing Party's shares. If the Electing Party does not receive a Reply Notice within the sixty (60) day reply period, the Offeree shall be conclusively deemed to have accepted the Electing Party's offer to purchase the Offeree's shares, and a binding contract of purchase and sale shall be deemed to be formed between the Electing Party and the Offeree at the Purchase Price. If the Offeree elects to purchase, it shall purchase all of the Electing Party's shares, at the applicable Purchase Price per share.
Sample 1

Related to Reply Notice

  • Timely Notice Failure to timely provide such notice required by subsection (g) above shall entitle Warrantholder to retain the benefit of the applicable notice period notwithstanding anything to the contrary contained in any insufficient notice received by Warrantholder. The notice period shall begin on the date Warrantholder actually receives a written notice containing all the information specified above.

  • Response to Notice Within ten business days of receiving the Claim Notice, the Respondent must notify the Claimant of its representative to negotiate the dispute.

  • CAFA Notice Pursuant to 28 U.S.C. § 1715, not later than ten (10) days after the Agreement is filed with the Court, the Settlement Administrator shall cause to be served upon the Attorneys General of each U.S. State in which Settlement Class members reside, the Attorney General of the United States, and other required government officials, notice of the proposed settlement as required by law, subject to Paragraph 5.1 below.

  • Delivery Notice Notice of the Aircraft's Delivery Date, given by the Lessee as provided in Section 3.01 of the Participation Agreement and including any notice with respect to a postponed Delivery Date given by the Lessee pursuant to Section 3.05(c) of the Participation Agreement.

  • NOTICE TO BIDDERS To ensure that your bid is responsive, you are urged to request clarification or guidance on any issues involving this solicitation before submission of your response. Your point-of-contact for this solicitation is Xxx Xxxxxxxxx, Contracting Agent at Xxx.Xxxxxxxxx@xxxx.xxx.

  • Offer Notice (i) The Company shall give written notice (the “Offering Notice”) to the Sponsor stating its bona fide intention to offer the New Equity Securities and specifying the number of New Equity Securities and the material terms and conditions, including the price, pursuant to which the Company proposes to offer the New Equity Securities. (ii) The Offering Notice shall constitute the Company’s offer to sell the New Equity Securities to the Sponsor, which offer shall be irrevocable for a period of three (3) business days (the “ROFO Notice Period”).

  • Statutory Notice Pursuant to section 119.0701(2)(a), F.S., for contracts for services with a contractor acting on behalf of a public agency, as defined in section 119.011(2), F.S., the following applies: Pursuant to section 119.0701(2)(b), F.S., for contracts for services with a contractor acting on behalf of a public agency as defined in section 119.011(2), F.S., the Contractor shall: (a) Keep and maintain public records required by the public agency to perform the service. (b) Upon request from the public agency’s custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, F.S., or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure are not disclosed except as authorized by law for the duration of the Contract term and following the completion of the Contract if the Contractor does not transfer the records to the public agency. (d) Upon completion of the Contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the Contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency’s custodian of public records, in a format that is compatible with the information technology systems of the public agency.

  • STOP WORK NOTICE The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice.

  • Termination Notice If either Party, having become entitled to do so, decides to terminate this Agreement pursuant to the preceding Clause 8.2 (a) (i) or 8.2 (a) (ii), it shall issue Termination Notice setting out: (i) in sufficient detail the underlying Force Majeure Event; (ii) the Termination Date which shall be a date occurring not earlier than 60 (sixty) days from the date of Termination Notice; (iii) the estimated Termination Payment including the details of computation thereof and; (iv) any other relevant information.

  • Exercise Notice In order to exercise this Warrant, the Holder shall (i) send by facsimile transmission, at any time prior to 5:00 p.m., eastern time, on the Business Day on which the Holder wishes to effect such exercise (the “Exercise Date”), to the Company an executed copy of the notice of exercise in the form attached hereto as Exhibit A (the “Exercise Notice”), (ii) deliver the original Warrant or a copy thereof, and (iii) in the case of a Cash Exercise (as defined below), the Exercise Price to the Company. The Exercise Notice shall also state the name or names in which the Warrant Shares issuable on such exercise shall be issued. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days following the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two (2) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Most Referenced Clauses

Most Referenced Definitions