Common use of ROFO Response Clause in Contracts

ROFO Response. Within 72 hours after receipt of the ROFO Notice, Xxx Xxxxxxxxxxxxx shall deliver to the Deshe/Diamond Representative a ROFO Response setting forth an Offered Price at which he or any member of the Xxx Xxxxxxxxxxxxx Group is offering to purchase the Offered DSW B Shares; provided, however that in the event the ROFO Notice is delivered during a blackout period with respect to DSW, the response period shall be tolled for the Exercise Period; provided, further, however, that in the case of DSW, if the blackout period remains in effect to the end of the year in which the ROFO Notice is delivered, the shares in respect of such ROFO Notice, may be sold the following year and shall not be counted toward the 10% annual volume limitation. If Xxx Xxxxxxxxxxxxx declines to exercise his right of first offer by written notice or fails to respond to the Deshe/Diamond Representative by the end of the Exercise Period, the Deshe Stockholders or the Diamond Stockholders, as applicable, may convert the Offered DSW B Shares into DSW A Shares and sell such shares in the open market at any price, but subject to the volume limitations set forth in Section 1.3. If the Offered DSW B Shares are not converted and sold pursuant to this Section 2.2 within the 90-Day Period, the Offered DSW B Shares shall again be subject to the right of first offer pursuant to this Section 2.2.

ROFO Response. Within 72 hours after receipt of the a ROFO Notice, Xxx Xxxxxxxxxxxxx shall deliver to the Deshe/Diamond Representative a written response (the “ROFO Response Response”) setting forth an the price (the “Offered Price Price”) at which he or any member of the Xxx Xxxxxxxxxxxxx Group is offering to purchase the Offered DSW B Shares; provided, however that in . In the event the a ROFO Notice is delivered during a blackout period with respect to DSWthe Public REIT, the response period with respect to the ROFO Notice shall be tolled until the blackout period has ended and in the event a ROFO Notice is delivered during a blackout period with respect to AEO, the response period shall be tolled for if such blackout period relates to a regular quarterly earnings blackout period (such period in either case, the “Exercise Period”); provided, further, however, provided that in the case of DSWthe Public REIT, if the blackout period does not relate to a regular quarterly earnings blackout period and such blackout period remains in effect to through the end of the year in which the ROFO Notice is delivered, the shares in respect of such ROFO Notice, Notice may be sold the following year and shall not be counted toward towards the 10% annual volume limitationlimitations under Section 1.3. If Xxx Xxxxxxxxxxxxx declines to exercise his right of first offer by written notice or fails to respond to the Deshe/Diamond Representative by the end of the Exercise Period, the Deshe Deshe/Diamond Stockholders or the Diamond Stockholders, as applicable, may convert sell the Offered DSW B Shares into DSW A Shares and sell such shares in the open market at any price, but subject to the volume limitations set forth in Section 1.3. If the Offered DSW B Shares are not converted and sold pursuant to this Section 2.2 within ninety (90) days of the ROFO Notice (the “90-Day Period”), the Offered DSW B Shares shall again be subject to the right of first offer pursuant to this Section 2.22.1.

ROFO Response. Within 72 hours after receipt of the a ROFO Notice, Xxx Xxxxxxxxxxxxx shall deliver to the Deshe/Diamond Representative a written response (the "ROFO Response Response") setting forth an the price (the "Offered Price Price") at which he or any member of the Xxx Xxxxxxxxxxxxx Group is offering to purchase the Offered DSW B Shares; provided, however that in . In the event the a ROFO Notice is delivered during a blackout period with respect to DSWthe Public REIT, the response period with respect to the ROFO Notice shall be tolled until the blackout period has ended and in the event a ROFO Notice is delivered during a blackout period with respect to AEO, the response period shall be tolled for if such blackout period relates to a regular quarterly earnings blackout period (such period in either case, the "Exercise Period"); provided, further, however, provided that in the case of DSWthe Public REIT, if the blackout period does not relate to a regular quarterly earnings blackout period and such blackout period remains in effect to through the end of the year in which the ROFO Notice is delivered, the shares in respect of such ROFO Notice, Notice may be sold the following year and shall not be counted toward towards the 10% annual volume limitationlimitations under Section 1.3. If Xxx Xxxxxxxxxxxxx declines to exercise his right of first offer by written notice or fails to respond to the Deshe/Diamond Representative by the end of the Exercise Period, the Deshe Deshe/Diamond Stockholders or the Diamond Stockholders, as applicable, may convert sell the Offered DSW B Shares into DSW A Shares and sell such shares in the open market at any price, but subject to the volume limitations set forth in Section 1.3. If the Offered DSW B Shares are not converted and sold pursuant to this Section 2.2 within ninety (90) days of the ROFO Notice (the "90-Day Period"), the Offered DSW B Shares shall again be subject to the right of first offer pursuant to this Section 2.22.1.