Common use of Response Notice Clause in Contracts

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. (i) Each Preferred Holder Purchaser shall have thirty ten (3010) business days from the date the Issuance Notice is received to agree to purchase all (but not less than all) of such Preferred HolderPurchaser's Pro Rata Share of such Preemptive Interests by giving written notice to GDI the Company of its desire to purchase such Preferred HolderPurchaser's Pro Rata Share of such Preemptive Interests (the "Response Notice"). In order to exercise its rights pursuant to this Section 5.10, a Purchaser must certify in its Response Notice that such Purchaser continues to own at least fifty percent (50%) of the aggregate number of Conversion Shares acquired by such Purchaser at the Closing (as calculated on an As Converted Basis) (as appropriately adjusted from time to time as a result of a stock split, stock combination or any other similar event affecting the outstanding number of shares of Series B Preferred or Conversion Shares). Such Response Notice shall constitute the irrevocable agreement of such Preferred Holder Purchaser (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 ten (3010) business days after the delivery of the Issuance Notice (the "Unsubscribed Securities"), GDI the Company shall promptly issue a subsequent Issuance Notice (the "Subsequent Issuance Notice") to each Preemptive Purchaser. Each Preemptive Purchaser shall have ten five (105) business 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") to the Company and stating therein the quantity of Unsubscribed Securities to be purchasedpurchased and that the representations and commitments set forth in the Response Notice continue to be true as of the date of the Subsequent Response Notice. 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. (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 Within thirty (30) days after the delivery of a Claim Notice to the Issuance Representatives, the Representatives shall either (i) pay or cause to be paid to Parent (A) the entire Claim Amount set forth in such Claim Notice or (B) a specified portion (but not the "Unsubscribed Securities"), GDI shall promptly issue a subsequent Issuance Notice (the "Subsequent Issuance Notice"entire amount) 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 Claim Amount set forth in such Claim Notice and deliver to Parent a second Response Notice written notice (the a "Subsequent Response Notice") and stating therein containing a statement that the quantity remaining portion of Unsubscribed Securities such Claim Amount is being disputed; or (iii) deliver to Parent a Response Notice containing a statement that the entire Claim Amount set forth in such Claim Notice is being disputed. If payment under clause (i) above is to be purchasedmade from an escrow of shares ("Escrow Shares") of Parent Common Stock established by the Major Shareholder, then the Representatives shall deliver to Parent, within thirty days after the delivery of the Claim Notice in the case of clause (A) above or as part of the Response Notice in the case of clause (B) above, a copy of instructions to the escrow agent for the Escrow Shares to release, transfer, assign and deliver to Parent the appropriate number of shares of Parent Common Stock. Such Subsequent The Representatives may contest the payment of a Claim Amount set forth in such Claim Notice only based upon a good faith belief that such portion of the Claim Amount does not constitute an amount for which any Parent Indemnitee is entitled to seek indemnification under the Merger Agreement and the related Response Notice shall constitute set forth in reasonable detail the irrevocable agreement of basis on which the Representatives contest such Preemptive Purchaser Claim Amount or a statement that they do not have sufficient information to purchase determine whether the quantity of Unsubscribed Securities indicated in Major Shareholders are required to pay such Subsequent Claim Amount. If no Response Notice at is received by Parent from a Representative within thirty (30) days after the price and upon delivery of a Claim Notice to the terms stated Representatives, then the Representatives shall be deemed to have agreed on behalf of the Major Shareholders that the entire Claim Amount set forth in the Issuance Notice. If such Preemptive Purchasers subscribe for more than the Unsubscribed Securities available, the Unsubscribed Securities Claim Notice shall be allocated among each such Preemptive Purchaser in proportion due and payable to each such Preemptive Purchaser's respective Pro Rata ShareParent and, with respect to the Escrow Shares, shall be deemed to have given instructions to the escrow agent to release, transfer, assign and delivery to Parent the appropriate number of shares of Parent Common Stock.

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 the Company 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 the Company 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 4 Unsubscribed Securities shall be allocated among each such Preemptive Purchaser in proportion to each such Preemptive Purchaser's respective Pro Rata Share.

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 Within thirty (30) days after delivery receipt by the Sytera Stockholders’ Representative of a Claim Notice, the Sytera Stockholders’ Representative shall deliver to the Sirion Shareholders’ Representative and to the Escrow Agent a written response (the “Response Notice”) stating that the Holders: (i) agree that Sytera 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 Sytera Indemnification Escrow Shares and/or Derivative Property (in each case, valued at the Stipulated Value) equal to a portion, but not all, of the Issuance Notice Claimed Amount (the "Unsubscribed Securities"), GDI shall promptly issue a subsequent Issuance Notice (the "Subsequent Issuance Notice"“Agreed Amount”) to each Preemptive Purchaser. Each Preemptive Purchaser shall have ten (10) days may be released from the date Escrow Fund and delivered to the Subsequent Issuance Claimant; or (iii) contest the Claim Notice is received to agree to purchase all or any entirely and believe that no portion of the Unsubscribed Securities by giving Sytera 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 second Response Notice prior to the end of the thirty (30) day period specified above, the "Subsequent Response Notice") and stating therein the quantity of Unsubscribed Securities Holders shall be conclusively deemed to be purchased. Such Subsequent Response Notice shall constitute the irrevocable agreement of such Preemptive Purchaser to purchase the quantity of Unsubscribed Securities indicated have agreed that Sytera Indemnification Escrow Shares and/or Derivative Property (in such Subsequent Response Notice each case, valued at the price and upon Stipulated Value) equal to the terms stated in full Claimed Amount may be released from the Issuance Notice. If such Preemptive Purchasers subscribe for more than Escrow Fund to 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 ShareClaimant.

Response Notice. (i) Each Preferred Holder shall have No later than 5:00 p.m. Central Time on the date that is thirty (30) calendar days from following the date of receipt by Escrow Agent of a Claim Notice (the Issuance Notice “Claim Period”), an Authorized Representative of the Seller may deliver to Escrow Agent, with a copy to Buyer, a written response (a “Response Notice”) substantially in the form of Exhibit A-3 hereto in which Seller: (A) agrees that the full Claimed Amount is received owed to agree to purchase all the Buyer Indemnitee; (B) agrees that part (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 Claimed Amount (the "“Agreed Amount”) is owed to the Buyer Indemnitee; or (C) asserts that no part of the Claimed Amount is owed to the Buyer Indemnitee. Any part of the Claimed Amount that is not agreed by Seller to be owed to the Buyer Indemnitee pursuant to the Response Notice"). Such Notice (or the entire Claimed Amount, if Seller assert in the Response Notice that no part of the Claimed Amount is owed to the Buyer Indemnitee) shall be referred to as the “Contested Amount.” If Seller assert that any part of the Claimed Amount is not owed to the Buyer Indemnitee, the Response Notice shall constitute describe in reasonable detail the irrevocable agreement reasons for such assertion. If Seller fail to deliver a Response Notice prior to the expiration of the Claim Period, then for the purposes of this Agreement, Seller shall be deemed to have agreed that the full Claimed Amount is owed to the Buyer Indemnitee, and following the expiration of the Claim Period, Buyer shall be entitled to execute and deliver to Escrow Agent a written notice, with a copy to Seller, instructing Escrow Agent to promptly release the full Claimed Amount (or, without limiting the right of the Buyer Indemnitee to recover the full Claimed Amount, such Preferred Holder (a "Preemptive Purchaser"lesser amount as may remain in the Indemnity Escrow Fund) 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 Buyer Indemnitee from the date Indemnity Escrow Fund. Promptly, and in any event within two (2) Business Days, following Escrow Agent’s receipt of any such notice, Escrow Agent shall release such amount in accordance with such notice. For purposes of determining the Subsequent Issuance Claim Period, the Escrow Agent shall conclusively presume that any Claim Notice is received to agree to purchase all or any portion of the Unsubscribed Securities by giving a second Response Notice (delivered to it was simultaneously delivered to Buyer or Seller as provided above and the "Subsequent Response Notice") and stating therein Escrow Agent need not verify 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 Shareother Party’s receipt.

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 Within thirty (30) days after delivery of a Claim Notice to the Issuance Notice Common Stockholder Representative, the Representative shall give to Fluence, with a copy to the Escrow Agent, a written response (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") in which the Representative shall either: (a) agree to the full Claimed Amount and stating therein instruct the quantity Escrow Agent to release and deliver such portion of Unsubscribed Securities the Additional Merger Consideration having a value equal to be purchasedthe full Claimed Amount from the Escrow Account to Fluence; or (b) agree to a portion of the Claimed Amount (the "Agreed Amount") and instruct the Escrow Agent to release and deliver such portion of the Additional Merger Consideration having a value equal to the Agreed Amount from the Escrow Account to Fluence, and contest the remainder of the Claimed Amount and instruct the Escrow Agent to hold present and future, if necessary, portions of the Additional Merger Consideration equal to such contested amount in the Escrow Account until such contested amount is resolved pursuant to Section 4 below; or (c) contest the full amount of the Claimed Amount and instruct the Escrow Agent to hold present and future, if necessary, portions of the Additional Merger Consideration equal to such contested amount in the Escrow Account until such contested amount is resolved pursuant to Section 4 below. Such Subsequent The Representative may contest the Claimed Amount and withhold release of Additional Merger Consideration only based upon a good faith belief that all or such portion of the Claimed Amount does not constitute Claims and Liabilities, or does not constitute the actual amount of Claims and Liabilities incurred, for which Fluence is entitled to indemnification under Section 10 of the Plan. If no Response Notice shall constitute is delivered by the irrevocable agreement of Representative within such Preemptive Purchaser to purchase thirty (30) day period, then 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 Representative shall be allocated among each such Preemptive Purchaser in proportion deemed to each such Preemptive Purchaser's respective Pro Rata Sharehave agreed that the full Claimed Amount may be released and delivered from the Escrow Account to Fluence.

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 Within thirty (30) days after delivery 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 Issuance Notice Claimed Amount (the "Unsubscribed Securities"), GDI shall promptly issue a subsequent Issuance Notice (the "Subsequent Issuance Notice"“Agreed Amount”) to each Preemptive Purchaser. Each Preemptive Purchaser shall have ten (10) days may be released from the date Escrow Fund and delivered to the Subsequent Issuance Claimant; or (iii) contest the Claim Notice is received to agree to purchase all or any entirely and believe that no portion of the Unsubscribed Securities by giving 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 second Response Notice prior to the end of the thirty (30) day period specified above, the "Subsequent Response Notice") and stating therein the quantity of Unsubscribed Securities Holders shall be conclusively deemed to be purchased. Such Subsequent Response Notice shall constitute the irrevocable agreement of such Preemptive Purchaser to purchase the quantity of Unsubscribed Securities indicated have agreed that Sirion Indemnification Escrow Shares and/or Derivative Property (in such Subsequent Response Notice each case, valued at the price and upon Stipulated Value) equal to the terms stated in full Claimed Amount may be released from the Issuance Notice. If such Preemptive Purchasers subscribe for more than Escrow Fund to 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 ShareClaimant.

Response Notice. (ia) Each Preferred Holder shall have Within thirty (30) days after the delivery of a Claim Notice to the Sellers, the Sellers shall deliver to the Company and the Escrow Agent, a written notice (the "Indemnification Response Notice") containing: (i) instructions to the effect that the Escrow Shares having a Fair Market Value equal to the entire Claim Amount set forth in such Claim Notice are to be released from the date Escrow Account to the Issuance Company; (ii) instructions to the effect that the Escrow Shares having a Fair Market 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 the Company, 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 Indemnification Response Notice is received by the Company and the Escrow Agent from the Sellers within thirty (30) days after the delivery of a Claim Notice to agree to purchase all (but not less than all) the Sellers and the Escrow Agent, then the recipient of such Preferred Holder's Pro Rata Share Claim Notice shall be deemed to have given instructions that the Escrow Shares having a Fair Market Value equal to the entire Claim Amount set forth in such Claim Notice are to be released to the Company from the Escrow Account. (b) Within thirty (30) days after the delivery of such Preemptive Interests by giving a Repurchase Notice to the Sellers, the Sellers shall deliver to the Company and the Escrow Agent, a 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 ) containing: (i) instructions to the effect that the Repurchase Shares set forth in such Repurchase Notice shall constitute are to be repurchased by the irrevocable agreement of such Preferred Holder (a "Preemptive Purchaser") Company and released from the Escrow Account 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. Company; or (ii) In a statement that the event any Preemptive Interests remain unsubscribed Repurchase Shares set forth in such Repurchase Notice are being disputed. If no Response Notice is received by the Company from the Sellers within thirty (30) days after the delivery of a Repurchase Notice to the Issuance Sellers, then the recipient of such Repurchase Notice (shall be deemed to have given instructions that all of the "Unsubscribed Securities"), GDI shall promptly issue a subsequent Issuance Repurchase Shares set forth in such Repurchase Notice (are to be repurchased by and released to the "Subsequent Issuance Notice") to each Preemptive Purchaser. Each Preemptive Purchaser shall have ten (10) days Company 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 ShareEscrow Account.