Common use of Response Notice Clause in Contracts

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.

Appears in 2 contracts

Samples: Stockholders Agreement (Advance Auto Parts Inc), Stockholders Agreement (Advance Stores Co Inc)

AutoNDA by SimpleDocs

Response Notice. Each Stockholder shall have 30 20 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 of (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 shares of Common Stock owned by the party or parties who elect to purchase such unsubscribed for portion) if oversubscribed.

Appears in 2 contracts

Samples: Stockholders Agreement (HHG Distributing, LLC), Stockholders Agreement (Hhgregg, Inc.)

Response Notice. Each Stockholder Preemptive Right Party shall have 30 20 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 2.4Section 4.5) of such Additional Securities by giving written notice to the Company Partnership 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 Preemptive Rights Party to purchase the quantity of Additional Securities indicated in the Response Notice at the price and upon the terms and conditions stated in the Issuance Notice. Any purchase by Stockholders of Additional Securities by any Preemptive Rights Party shall be consummated on the later (i) the closing date specified in the Issuance Notice or (ii) or, if other Persons are also purchasing such Additional Securities, the closing date on which such Additional Securities described in the applicable Issuance Notice are first issued and sold if to such other Persons Persons). In the event that Additional Securities are also purchasing Additional Securities. Each Stockholder that has elected being issued or will be issuable as part of an investment unit with other securities of the Partnership, the right of Preemptive Rights Parties to purchase its Pro Rata Share of such Additional Securities will have the shall be a right to purchase all or any portion of the entire investment unit and not a right to purchase 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 oversubscribedalone.

Appears in 1 contract

Samples: Securityholders Agreement (American Seafoods Group LLC)

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.

Appears in 1 contract

Samples: Stockholders Agreement (Laralev Inc)

Response Notice. Each Stockholder shall have 30 20 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.

Appears in 1 contract

Samples: Stockholders Agreement (Afc Enterprises Inc)

AutoNDA by SimpleDocs

Response Notice. Each Stockholder Shareholder shall have 30 days from --------------- 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 Shareholder 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 Shareholders of Additional Securities shall be consummated on the later of (i1) the closing date specified in the Issuance Notice or (ii2) 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 Shareholder 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 StockholdersShareholder and any other holder of Securities who have rights upon the issuance of Additional Securities, 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.

Appears in 1 contract

Samples: Shareholders Agreement (Hudson Respiratory Care Inc)

Response Notice. Each Notified Stockholder shall have 30 45 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 Notified 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 Notified Stockholders of Additional Securities shall be consummated on the later of (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 Notified 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 Notified 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.

Appears in 1 contract

Samples: Stockholders Agreement (Century Maintenance Supply Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!