Common use of Notice of Certain Sales Clause in Contracts

Notice of Certain Sales. If one or more of the Members (the "Selling Members") proposes to Transfer Membership Interests representing a Majority Interest in one or more related arms'-length transactions to any Person that is not an Affiliate of any of the Members, then the Selling Members shall give written notice (the "Co-Sale Notice") to the Company and to each of the Members that is not a Selling Member (the "Non-Selling Members") at least 30 calendar days prior to the closing of such Transfer. The Co-Sale Notice shall describe in reasonable detail (i) the identification of the Selling Members, (ii) the Selling Member to which the Non-Selling Members shall direct all notices pursuant to this Article 13 (the "Selling Members Representative") and (iii) the proposed Transfer including, without limitation, the nature of such Transfer, the proposed closing date of such Transfer, the consideration to be paid, whether such consideration is to be paid in one lump sum or installments, the name and address of each prospective Transferee (the "Co-Sale Transferee"), and the other material terms of the Transfer (the "Co-Sale Terms").

Appears in 1 contract

Samples: Limited Liability Company Agreement (Hiland Holdings GP, LP)

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Notice of Certain Sales. If one or more of the Members (the "Selling Members") proposes to Transfer Membership Interests representing a Majority Interest in one or more related arms'-length arms’-length transactions to any Person that is not an Affiliate of any of the Members, then the Selling Members shall give written notice (the "Co-Sale Notice") to the Company and to each of the Members that is not a Selling Member (the "Non-Selling Members") at least 30 calendar days prior to the closing of such Transfer. The Co-Sale Notice shall describe in reasonable detail (i) the identification of the Selling Members, (ii) the Selling Member to which the Non-Selling Members shall direct all notices pursuant to this Article 13 (the "Selling Members Representative") and (iii) the proposed Transfer including, without limitation, the nature of such Transfer, the proposed closing date of such Transfer, the consideration to be paid, whether such consideration is to be paid in one lump sum or installments, the name and address of each prospective Transferee (the "Co-Sale Transferee"), and the other material terms of the Transfer (the "Co-Sale Terms").

Appears in 1 contract

Samples: Limited Liability Company Agreement (Hiland Holdings GP, LP)

Notice of Certain Sales. If one or more of the Members (the "Selling Members") proposes to Transfer Membership Interests Units representing a Majority Interest 50% or more of the outstanding Units of the Company in one or more related arms'-length arms’-length transactions to any Person that is not an Affiliate of any of the MembersSelling Members (a “Transaction”), then the Selling Members shall give written notice (the "Co-Sale Notice") to the Company and to each of the Members that is not a Selling Member (the "Non-Selling Members") at least 30 calendar days prior to the closing of such Transfer. The Co-Sale Notice shall describe in reasonable detail (i) the identification of the Selling Members, (ii) the Selling Member to which the Non-Selling Members shall direct all notices pursuant to this Article 13 V (the "Selling Members Representative") and (iii) the proposed Transfer including, without limitation, including the nature of such Transfer, the proposed closing date of such Transfer, the consideration to be paid, whether such consideration is to be paid in one lump sum or installments, the name and address of each prospective Transferee (the "Co-Sale Transferee"), and the other material terms of the Transfer (the "Co-Sale Terms").

Appears in 1 contract

Samples: Limited Liability Company Agreement (Quest Resource Corp)

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Notice of Certain Sales. If one or more of the Members (the "Selling Members") proposes to Transfer Membership Interests Units representing a Majority Interest 50% or more of the outstanding Units of the Company in one or more related arms'-length transactions to any Person that is not an Affiliate of any of the MembersSelling Members (a "Transaction"), then the Selling Members shall give written notice (the "Co-Sale Notice") to the Company and to each of the Members that is not a Selling Member (the "Non-Selling Members") at least 30 calendar days prior to the closing of such Transfer. The Co-Sale Notice shall describe in reasonable detail (i) the identification of the Selling Members, (ii) the Selling Member to which the Non-Selling Members shall direct all notices pursuant to this Article 13 V (the "Selling Members Representative") and (iii) the proposed Transfer including, without limitation, including the nature of such Transfer, the proposed closing date of such Transfer, the consideration to be paid, whether such consideration is to be paid in one lump sum or installments, the name and address of each prospective Transferee (the "Co-Sale Transferee"), and the other material terms of the Transfer (the "Co-Sale Terms").

Appears in 1 contract

Samples: Limited Liability Company Agreement (Quest Resource Corp)

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