Common use of Notice of Sales Clause in Contracts

Notice of Sales. Except for Permitted Transfers and Compelled Transfers (as defined in Section 3.5), if any Stockholder (the "Seller") proposes to Transfer any Stock, then the Seller shall promptly give written notice (the "Sale Notice") to the Company and the other Stockholders at least thirty (30) days prior to the proposed closing of such sale or transfer. In addition to any requirements of Section 3.2, the Sale Notice shall describe in reasonable detail the proposed Transfer including, without limitation, the number of shares of Stock to be sold or transferred, the nature of the Transfer, the consideration to be paid, the proposed closing date, and, if known, the name and address of each prospective purchaser or transferee.

Appears in 2 contracts

Samples: Stockholder Agreement (Dresser-Rand Group Inc.), Stockholder Agreement (Dresser-Rand Group Inc.)

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Notice of Sales. Except for Permitted Transfers and Compelled Transfers (as defined in Section 3.5), if any If an Applicable Stockholder (the "Seller"“Selling Stockholder”) proposes to Transfer sell or transfer any Stockshares of the Stock held by the Selling Stockholder as of the date of this Agreement, then the Seller Selling Stockholder shall promptly give written notice (the "Sale Notice") to the Company and the other Applicable Stockholders at least thirty (30) days prior to the proposed closing of such sale or transfer. In addition to any requirements of Section 3.2, the Sale The Notice shall describe in reasonable detail the proposed Transfer sale or transfer including, without limitation, the number of shares of Stock to be sold or transferredtransferred (the “Offered Stock”, the nature of the Transfersuch sale or transfer, the consideration to be paid, the proposed closing date, and, if known, and the name and address of each prospective purchaser or transferee.

Appears in 1 contract

Samples: Stockholders’agreement (First Look Studios Inc)

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Notice of Sales. Except for Permitted Transfers and Compelled Transfers (as defined in Section 3.5), if any Stockholder (the "Seller") proposes to Transfer any Common Stock, then the Seller shall promptly give written notice (the "Sale Notice") to the Company and the other Stockholders at least thirty (30) days prior to the proposed closing of such sale or transfer. In addition to any requirements of Section 3.2, the Sale Notice shall describe in reasonable detail the proposed Transfer including, without limitation, the number of shares of Common Stock to be sold or transferred, the nature of the Transfer, the consideration to be paid, the proposed closing date, and, if known, the name and address of each prospective purchaser or transferee.

Appears in 1 contract

Samples: Stockholder Agreement (Dresser-Rand Group Inc.)

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