ROFO Response Clause Samples

ROFO Response. Within 72 hours after receipt of the ROFO Notice, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ shall deliver to the Deshe/Diamond Representative a ROFO Response setting forth an Offered Price at which he or any member of the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ 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 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ 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.
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ROFO Response. The Partnership shall have (x) 30 days following receipt of the ROFO Notice from RMH or (x) 60 days following receipt of the ROFO Notice from Development to propose an offer to enter into the Proposed Transaction with RMH or the applicable Development Entity, as applicable (the “ROFO Response”). The ROFO Response shall set forth the terms and conditions (including, without limitation, the purchase price the Partnership proposes to pay for the applicable Development ROFO Asset or RMH ROFO Assets and the other terms of the purchase) pursuant to which the Partnership would be willing to enter into a binding agreement for the Proposed Transaction. The decision whether to submit a ROFO Response and the terms thereof shall be subject to approval by the Conflicts Committee. If no ROFO Response is delivered by the Partnership within such 30-day (for ROFO Notices delivered by RMH) or 60-day (for ROFO Notices delivered by Development or any Development Entity) period, as applicable, then the Partnership shall be deemed to have waived its right of first offer with respect to such ROFO Asset and RMH or the applicable Development Entity, as the case may be, shall be free to enter into the Proposed Transaction with any third party on terms and conditions determined in the sole discretion of RMH or Development, as applicable.
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ROFO Response. The Partnership shall have 60 days following receipt of the ROFO Notice to propose an offer to enter into the Proposed Transaction with such Development Entity (the “ROFO Response”). The ROFO Response shall set forth the terms and conditions (including, without limitation, the purchase price the Partnership proposes to pay for the ROFO Asset and the other terms of the purchase) pursuant to which the Partnership would be willing to enter into a binding agreement for the Proposed Transaction. The decision whether to submit a ROFO Response and the terms thereof shall be subject to approval by the Conflicts Committee. If no ROFO Response is delivered by the Partnership within such 60-day period, then the Partnership shall be deemed to have waived its right of first offer with respect to such ROFO Asset, and the applicable Development Entity shall be free to enter into the Proposed Transaction with any third party on terms and conditions determined in the sole discretion of Development.
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ROFO Response. On or before the ROFO Election Deadline, NRP may provide written notice to PRL whether or not it intends to pursue the Proposed Transaction. If NRP elects to continue to pursue the Proposed Transaction and delivers timely notice of such election to PRL before the ROFO Election Deadline, then NRP shall have the right, on or before the ROFO Proposal Deadline, to deliver to PRL a ROFO Response. In the ROFO Response, NRP may assign its rights and obligations under the ROFO to any NRP Party. The decision whether to submit a ROFO Response and the terms thereof shall be subject to approval by the Conflicts Committee.
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Related to ROFO Response

  • No response Optional. If Vendor would like to display any standard warranties, terms, or conditions which are often applicable to their offerings for TIPS and TIPS Member Customer consideration, Vendor may upload those at this location. These supplemental documents shall not be considered part of the TIPS Contract. Rather, they are Vendor Supplemental Information for marketing and informational purposes only.

  • ONLY No response If proposing on Part 2, the vendor must download the Vendor Agreement from the attachment tab, fill in the requested information and upload the completed agreement. DO NOT UPLOAD encrypted or password protected files.

  • Timely and Sustained Response Interconnection Customer shall ensure that the Small Generating Facility’s real power response to sustained frequency deviations outside of the deadband setting is automatically provided and shall begin immediately after frequency deviates outside of the deadband, and to the extent the Small Generating Facility has operating capability in the direction needed to correct the frequency deviation. Interconnection Customer shall not block or otherwise inhibit the ability of the governor or equivalent controls to respond and shall ensure that the response is not inhibited, except under certain operational constraints including, but not limited to, ambient temperature limitations, physical energy limitations, outages of mechanical equipment, or regulatory requirements. The Small Generating Facility shall sustain the real power response at least until system frequency returns to a value within the deadband setting of the governor or equivalent controls. An Applicable Reliability Standard with equivalent or more stringent requirements shall supersede the above requirements.

  • Incident Response Operator shall have a written incident response plan that reflects best practices and is consistent with industry standards and federal and state law for responding to a data breach, breach of security, privacy incident or unauthorized acquisition or use of any portion of Data, including PII, and agrees to provide LEA, upon request, an executive summary of the written incident response plan.

  • Company’s Response Upon receipt by the Company of a copy of a Purchase Notice, the Company shall as soon as practicable, but in no event later than one (1) Trading Day after receipt of such Purchase Notice, send via facsimile (or otherwise deliver), a confirmation of receipt of such Purchase Notice in the form attached hereto as Exhibit B (a "Company Confirmation of Purchase Notice") to (1) the Buyer and (2) along with a copy of the Purchase Notice, the Company's designated transfer agent (the "Transfer Agent"), which confirmation shall constitute an irrevocable instruction to the Transfer Agent to process such Purchase Notice in accordance with the terms herein. Upon receipt by the Transfer Agent of a copy of the executed Purchase Notice and a copy of the applicable Company Confirmation of Purchase Notice, the Transfer Agent shall, on the first (1st) Trading Day following the date of receipt of the Company Confirmation of Purchase Notice, (A) provided the Transfer Agent is participating in The Depository Trust Company's ("The DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Buyer shall be entitled to the Buyer's or its designee's balance account with The DTC through its Deposit Withdrawal At Custodian ("DWAC") system, or (B) if the Transfer Agent is not participating in The DTC Fast Automated Securities Transfer Program and DWAC system, issue and surrender to a common carrier for overnight delivery to the address as specified in the Purchase Notice, a certificate, registered in the name of the Buyer or its designee, for the number of shares of Common Stock to which the Buyer shall be entitled.