Common use of Response Notice Clause in Contracts

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.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization and Merger (Castelle \Ca\), Agreement and Plan of Reorganization and Merger (Castelle \Ca\)

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Response Notice. Within twenty forty-five (2045) business days after the delivery of an Officer's Certificate a Claim Notice to the Designated Shareholders' Agent (Shareholder Representatives, the Shareholder Representatives shall deliver to Parent, 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 shares of Parent Common Stock having a Stipulated Value (as defined in Section 5 6 of this Escrow Agreement) equal to the entire Claim Amount set forth in such Claim Notice are to be released from the Escrow to CastelleParent; or (ii) instructions to the effect that Shares shares of Parent Common Stock 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 CastelleParent, 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 Parent from the Designated Shareholders' Agent Shareholder Representatives within twenty forty-five (2045) business days after the delivery of an Officer's Certificate a Claim Notice to the Designated Shareholders' AgentShareholder Representatives, then the recipient of such Claim Notice Shareholder Representatives shall be deemed to have given instructions that Shares shares of Parent Common Stock having a Stipulated Value equal to the entire Claim Amount set forth in such Claim Notice are to be released to Castelle Parent from the Escrow.

Appears in 1 contract

Samples: Merger Agreement (Boole & Babbage Inc)

Response Notice. Within twenty thirty (2030) business days after the delivery of an Officer's Certificate a Claim Notice to the Designated Shareholders' Agent (Shareholders Representative, the Shareholders Representative shall deliver to Parent, 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 shares of Parent Common Stock having a Stipulated Value (as defined in Section 5 7 of this Escrow Agreement) equal to the entire Claim Amount set forth in such Claim Notice are to be released from the Escrow to CastelleParent; or (ii) instructions to the effect that Shares shares of Parent Common Stock 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 CastelleAgent, 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 Parent from the Designated Shareholders' Agent Shareholders Representative within twenty thirty (2030) business days after the delivery of an Officer's Certificate a Claim Notice to the Designated Shareholders' AgentShareholders Representative, then the recipient of such Claim Notice Shareholders Representative shall be deemed to have given instructions that Shares shares of Parent Common Stock having a Stipulated Value equal to the entire Claim Amount set forth in such Claim Notice are to be released to Castelle Parent from the Escrow.

Appears in 1 contract

Samples: Escrow Agreement (Electronic Control Security Inc)

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Response Notice. Within twenty forty-five (2045) business days after the delivery of an Officer's Certificate a Claim Notice to the Designated Shareholders' Agent (Escrow Shareholder Representative, the Escrow Shareholder Representative shall deliver to Parent, 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 shares of Parent Common Stock having a Stipulated Value (as defined in Section 5 6 of this Escrow Agreement) equal to the entire Claim Amount set forth in such Claim Notice are to be released from the Escrow to CastelleParent; or (ii) instructions to the effect that Shares shares of Parent Common Stock having a Stipulated Value equal to a specified portion (but not less than the entire amount) of the Claim Amount set forth in such Claim Notice are to be released from the Escrow to CastelleParent, 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 Parent from the Designated Shareholders' Agent Escrow Shareholder Representative within twenty forty- five (2045) business days after the delivery of an Officer's Certificate a Claim Notice to the Designated Shareholders' AgentEscrow Shareholder Representative, then the recipient of such Claim Notice Escrow Shareholder Representative shall be deemed to have given instructions that Shares shares of Parent Common Stock having a Stipulated Value equal to the entire Claim Amount set forth in such Claim Notice are to be released to Castelle Parent from the Escrow.

Appears in 1 contract

Samples: Merger Agreement (Jetfax Inc)

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