Common use of Information Rights in Private Sale Clause in Contracts

Information Rights in Private Sale. If any Demand Holders who then hold in the aggregate a minimum of 5% of the Company’s Common Stock (such Demand Holders, for purposes of this Section 8, being herein called the “Disposing Holders”) propose to transfer in a private transaction Registrable Securities having a fair market value in excess of $20.0 million, as determined in good faith by such Disposing Holders, then held by such Disposing Holders, then, the Company shall afford to such Disposing Holders, such prospective transferees and their respective counsel, accountants, lenders and other representatives, full access during normal business hours to the properties, books, contracts, records and management of the Company in order that such parties may have full opportunity to make such investigations as they shall desire to make of the Company and shall, upon request, promptly furnish to such parties all other information concerning the Company as such parties may reasonably request in connection with such prospective transfer, in each case subject to such confidentiality restrictions or obligations as the Company may reasonably require; provided, however, that any such investigation shall be conducted in such a manner as not to interfere unreasonably with the Company’s business and operations.

Appears in 2 contracts

Samples: Registration Rights Agreement (Roan Resources, Inc.), Master Reorganization Agreement (Linn Energy, Inc.)

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Information Rights in Private Sale. If any Demand Holders who then hold in the aggregate a minimum of 515% of the Company’s Fully-Diluted Common Stock (such Demand Holders, for purposes of this Section 810, being herein called the “Disposing Holders”) propose to transfer Transfer in a private transaction Registrable Securities having a fair market value in excess of $20.0 million20,000,000, as determined in good faith by such Disposing Holders, then held by such Disposing Holders, then, the Company shall afford to such Disposing Holders, such prospective transferees and their respective counsel, accountants, lenders and other representatives, full access during normal business hours to the properties, books, contracts, records and management of the Company in order that such parties may have full opportunity to make such investigations as they shall desire to make of the Company and shall, upon request, promptly furnish to such parties all other information concerning the Company as such parties may reasonably request in connection with such prospective transfer, in each case subject to such confidentiality restrictions or obligations as the Company may reasonably require; provided, however, that any such investigation shall be conducted in such a manner as not to interfere unreasonably with the Company’s business and operations.

Appears in 1 contract

Samples: Stockholders Agreement (Forum Energy Technologies, Inc.)

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Information Rights in Private Sale. If any Demand Holders who then hold in the aggregate a minimum of 5% of the Company’s Common Stock (such Demand Holders, for purposes of this Section 810, being herein called the “Disposing Holders”) propose to transfer Transfer in a private transaction Registrable Securities having a fair market value in excess of $20.0 million20,000,000, as determined in good faith by such Disposing Holders, then held by such Disposing Holders, then, the Company shall afford to such Disposing Holders, such prospective transferees and their respective counsel, accountants, lenders and other representatives, full access during normal business hours to the properties, books, contracts, records and management of the Company in order that such parties may have full opportunity to make such investigations as they shall desire to make of the Company and shall, upon request, promptly furnish to such parties all other information concerning the Company as such parties may reasonably request in connection with such prospective transfer, in each case subject to such confidentiality restrictions or obligations as the Company may reasonably require; provided, however, that any such investigation shall be conducted in such a manner as not to interfere unreasonably with the Company’s business and operations.

Appears in 1 contract

Samples: Registration Rights Agreement (Forum Energy Technologies, Inc.)

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