Common use of Notice and Sale Procedures Clause in Contracts

Notice and Sale Procedures. (i) The Company shall provide written notice to the Purchaser (or his Permitted Transferee) of any proposed Change of Control Transaction, which notice (a "Control Transaction Notice") shall (A) set forth the consideration per Share to be paid by the prospective purchaser and (B) state whether Saratoga is electing pursuant to Section 5.4(a) to cause a Compelled Sale. If Saratoga does not elect to cause a Compelled Sale and the Purchaser (or such Permitted Transferee) desires to cause a Co-Sale pursuant to Section 5.4(a), the Purchaser (or such Permitted Transferee) must give written notice of his election to cause such Co-Sale (a "Co-Sale Notice") to Saratoga (or the representative of Saratoga as may be designated in the Control Transaction Notice) within ten (10) days following the date of the Control Transaction Notice. Within ten (10) days following the date of the Control Transaction Notice in which Saratoga has elected to cause a Compelled Sale, the Purchaser (or Permitted Transferee) shall deliver to Saratoga (or such designated representative), or in the case of a Co-Sale, the Co-Sale Notice shall be accompanied by, the certificates representing the Shares held by the Purchaser (or Permitted Transferee) to be sold in such Compelled Sale or Co-Sale, together with a suitably executed blank stock power and all other documents required to be executed in connection with such Change of Control Transaction. In the event that the Purchaser (or Permitted Transferee) should fail to deliver such certificates and other documents as aforesaid, the Company shall cause the books and records of the Company to show that such Shares are bound by the provisions of this Section 5.4 and that such Shares shall be transferred only to the purchaser identified in the Change of Control Notice upon surrender for transfer by the Purchaser (or any other party) thereof.

Notice and Sale Procedures. (i) The Company shall provide written notice to the Purchaser (or his Permitted Transferee) of any proposed Change of Control Transaction, which notice (a "Control Transaction Notice") shall shall: (A) set forth the consideration per Share share to be paid by the prospective purchaser and (B) state whether Saratoga is electing pursuant to Section 5.4(a) to cause a Compelled Sale. If Saratoga does not elect to cause a Compelled Sale and the Purchaser (or such Permitted Transferee) desires to cause a Co-Sale pursuant to Section 5.4(a), the Purchaser (or such Permitted Transferee) must give written notice of his election to cause such Co-Sale (a "Co-Sale Notice") to Saratoga (or the representative of Saratoga as may be designated in the Control Transaction Notice) within ten (10) days following the date of the Control Transaction Notice. Within ten (10) days following the date of the Control Transaction Notice in which Saratoga has elected to cause a Compelled Sale, the Purchaser (or Permitted Transferee) shall deliver to Saratoga (or such designated representative), or in the case of a Co-Sale, the Co-Sale Notice shall be accompanied by, the certificates representing the Shares shares of the Stock held by the Purchaser (or Permitted Transferee) to be sold in such Compelled Sale or Co-Sale, together with a suitably executed blank stock power and all other documents required to be executed in connection with such Change of Control Transaction. In the event that the Purchaser (or Permitted Transferee) should fail to deliver such certificates and other documents as aforesaid, the Company shall cause the books and records of the Company to show that such Shares shares are bound by the provisions of this Section 5.4 and that such Shares shares shall be transferred only to the purchaser identified in the Change of Control Notice upon surrender for transfer by the Purchaser (or any other party) thereof. (ii) If, within one hundred twenty (120) days after the Saratoga Group gives the notice they have not completed the sale of Saratoga's shares described in the notice, the Saratoga Group shall return to Purchaser (or such Permitted Transferee) all certificates representing shares that Purchaser (or such Permitted Transferee) delivered for sale pursuant hereto, together with any such other documents delivered by Purchaser. (iii) Promptly after the consummation of the sale of the shares of the Saratoga Group and Purchaser (or Permitted Transferee) pursuant to this Section, the Saratoga Group shall remit to Purchaser (or Permitted Transferee) the total sales price of the shares of the Stock of Purchaser (or Permitted Transferee) sold pursuant thereto, and shall furnish such other evidence of the completion and time of completion of such sale or other disposition and the terms thereof as may be reasonably requested by Purchaser (or Permitted Transferee).

Notice and Sale Procedures. (i) The Company shall provide written notice to the Purchaser (or his Permitted Transferee) of any proposed Change of Control Transaction, which notice (a "Control Transaction Notice") shall (A) set forth the consideration per Share to be paid by the prospective purchaser and (B) state whether Saratoga is electing pursuant to Section 5.4(a) to cause a Compelled Sale. If Saratoga does not elect to cause a Compelled Sale and the Purchaser (or such Permitted Transferee) desires to cause a Co-Sale pursuant to Section 5.4(a), the Purchaser (or such Permitted Transferee) must give written notice of his election to cause such Co-Sale (a "Co-Sale Notice") to Saratoga (or the representative of Saratoga as may be designated in the Control Transaction Notice) within ten (10) days following the date of the Control Transaction Notice. Within ten (10) days following the date of the Control Transaction Notice in which Saratoga has elected to cause a Compelled Sale, the Purchaser (or Permitted Transferee) shall deliver to Saratoga (or such designated representative), or in the case of a Co-Sale, the Co-Sale Notice shall be accompanied by, the certificates representing the Shares held by the Purchaser (or Permitted Transferee) to be sold in such Compelled Sale or Co-Sale, together with a suitably executed blank stock power and all other documents required to be executed in connection with such Change of Control Transaction. In the event that the Purchaser (or Permitted Transferee) should fail to deliver such certificates and other documents as aforesaid, the Company shall cause the books and records of the Company to show that such Shares are bound by the provisions of this Section 5.4 and that such Shares shall be transferred only to the purchaser identified in the Change of Control Notice upon surrender for transfer by the Purchaser (or any other party) thereof. (ii) If, within one hundred twenty (120) days after the Saratoga Group gives the notice they have not completed the sale of Shares described in the notice, the Saratoga Group shall return to the Purchaser (or such Permitted Transferee) all certificates representing Shares that the Purchaser (or such Permitted Transferee) delivered for sale pursuant hereto, together with any such other documents delivered by the Purchaser. (iii) Promptly after the consummation of the sale of the Shares of the Saratoga Group and Purchaser (or Permitted Transferee) pursuant to this Section, the Saratoga Group shall remit to the Purchaser (or Permitted Transferee) the total sales price of the Shares of the Purchaser (or Permitted Transferee) sold pursuant thereto, and shall furnish such other evidence of the completion and time of completion of such sale or other disposition and the terms thereof as may be reasonably requested by the Purchaser (or Permitted Transferee).

Notice and Sale Procedures. (i) The Company shall provide written notice to the Purchaser (or his Permitted Transferee) of any proposed Change of Control Transaction, which notice (a "Control Transaction Notice") shall shall: (A) set forth the consideration per Share share to be paid by the prospective purchaser and (B) state whether Saratoga is electing pursuant to Section 5.4(a3.2(a) to cause a Compelled Sale. If Saratoga does not elect to cause a Compelled Sale and the Purchaser (or such Permitted Transferee) desires to cause a Co-Sale pursuant to Section 5.4(a3.2(a), the Purchaser (or such Permitted Transferee) must give written notice of his election to cause such Co-Sale (a "Co-Sale Notice") to Saratoga (or the representative of Saratoga as may be designated in the Control Transaction Notice) within ten (10) days following the date of the Control Transaction Notice. Within ten (10) days following the date of the Control Transaction Notice in which Saratoga has elected to cause a Compelled Sale, the Purchaser (or Permitted Transferee) shall deliver to Saratoga (or such designated representative), or in the case of a Co-Sale, the Co-Sale Notice shall be accompanied by, the certificates representing the Shares shares of the Stock held by the Purchaser (or Permitted Transferee) to be sold in such Compelled Sale or Co-Sale, together with a suitably executed blank stock power and all other documents required to be executed in connection with such Change of Control Transaction. In the event that the Purchaser (or Permitted Transferee) should fail to deliver such certificates and other documents as aforesaid, the Company shall cause the books and records of the Company to show that such Shares shares are bound by the provisions of this Section 5.4 3.2 and that such Shares shares shall be transferred only to the purchaser identified in the Change of Control Notice upon surrender for transfer by the Purchaser (or any other party) thereof. (ii) If, within one hundred twenty (120) days after the Saratoga Group gives the notice they have not completed the sale of Saratoga's shares described in the notice, the Saratoga Group shall return to Purchaser (or such Permitted Transferee) all certificates representing shares that Purchaser (or such Permitted Transferee) delivered for sale pursuant hereto, together with any such other documents delivered by Purchaser. (iii) Promptly after the consummation of the sale of the shares of the Saratoga Group and Purchaser (or Permitted Transferee) pursuant to this Section, the Saratoga Group shall remit to Purchaser (or Permitted Transferee) the total sales price of the shares of the Stock of Purchaser (or Permitted Transferee) sold pursuant thereto, and shall furnish such other evidence of the completion and time of completion of such sale or other disposition and the terms thereof as may be reasonably requested by Purchaser (or Permitted Transferee).