Common use of Sale Notice Clause in Contracts

Sale Notice. Parent shall provide the Holder with written notice (the “Tag-Along Sale Notice”) not more than sixty (60) nor less than twenty (20) days prior to the proposed date of the Tag-Along Sale (the “Tag-Along Sale Date”). Each Tag-Along Sale Notice shall set forth: (i) the name and address of each proposed transferee or purchaser of shares in the Tag-Along Sale; (ii) the number of shares proposed to be transferred or sold by Parent; (iii) the proposed amount and form of consideration to be paid for such shares and the terms and conditions of payment offered by each proposed transferee or purchaser; (iv) the aggregate number of shares of Common Stock held of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by Parent; (v) the Management Investor’s Allotment assuming the Holder elected to sell the maximum number of shares of Common Stock possible; (vi) confirmation that the proposed purchaser or transferee has been informed of the “Tag-Along Rights” provided for herein and has agreed to purchase shares of Common Stock in accordance with the terms hereof and (vii) the Tag-Along Sale Date.

Appears in 8 contracts

Samples: Management Stockholder Agreement (GateHouse Media, Inc.), Management Stockholder Agreement (GateHouse Media, Inc.), Management Stockholder Agreement (GateHouse Media, Inc.)

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Sale Notice. Parent GEI shall provide the Holder with written notice (the Tag-Along Sale Notice") not more than sixty (60) nor less than twenty (20) days prior to the proposed date of the Tag-Along Sale (the "Tag-Along Sale Date"). Each Tag-Along Sale Notice shall set forth: (i) the name and address of each proposed transferee or purchaser of shares in the Tag-Along Sale; (ii) the number of shares proposed to be transferred or sold by ParentGEI; (iii) the proposed amount and form of consideration to be paid for such shares and the terms and conditions of payment offered by each proposed transferee or purchaser; (iv) the aggregate number of shares of Common Stock held of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by ParentGEI; (v) the Management Investor’s 's Allotment assuming the Holder elected to sell the maximum number of shares of Common Stock possible; (vi) confirmation that the proposed purchaser or transferee has been informed of the "Tag-Along Rights" provided for herein and has agreed to purchase shares of Common Stock (including Vested Shares) in accordance with the terms hereof and (vii) the Tag-Along Sale Date.

Appears in 5 contracts

Samples: Management Subscription and Stockholders Agreement (Liberty Group Operating Inc), Management Subscription and Stockholders Agreement (Liberty Group Publishing Inc), Management Subscription and Stockholders Agreement (Liberty Group Operating Inc)

Sale Notice. Parent The Transferor shall provide the each Holder with written notice (the “Tag-Along Sale Notice”) not more than sixty (60) nor less than twenty (20) days prior to the proposed date of the Tag-Along Sale (the “Tag-Along Sale Date”). Each Tag-Along Sale Notice shall set forth: (i) the name and address of each proposed transferee or purchaser of shares in the Tag-Along Sale; (ii) the number of shares proposed to be transferred or sold by Parentthe Transferor; (iiiii) the proposed amount and form of consideration to be paid for such shares and the terms and conditions of payment offered by each proposed transferee or purchaser; (iviii) the aggregate number of shares of Common Stock, Junior Preferred Stock and/or Senior Preferred Stock, as applicable, held of record by the Transferor as of the close of business on the day immediately preceding the date of the Tag-Along Notice Date by Parent(the “Tag-Along Notice Date”); (viv) the Management Investor’s such Holders’ Tag-Along Allotment assuming the such Holder elected to sell the maximum number of shares of Common Stock, Junior Preferred Stock and/or Senior Preferred Stock, as applicable, as possible; (viv) confirmation that the proposed purchaser or transferee has been informed of the “Tag-Along Rights” provided for herein in this Section 5.4 and has agreed to purchase shares of the Common Stock in accordance with the terms hereof hereof; and (viivi) the Tag-Along Sale Date.

Appears in 2 contracts

Samples: Stockholders Agreement (Container Store Group, Inc.), Stockholders Agreement (Container Store Group, Inc.)

Sale Notice. Parent The Transferring Party shall provide the Holder each Tag-Along Stockholder with written notice (the “Tag-Along Sale Notice”) not more than sixty (60) nor less than twenty twenty-five (2025) days prior to the proposed date of the Tag-Along Sale (the “Tag-Along Sale Date”). Each Tag-Along Sale Notice shall set forth: (i) the name and address of each proposed transferee or purchaser of shares in the Tag-Along Sale; (ii) the number of shares of Common Stock and/or Junior Preferred Stock proposed to be transferred or sold by Parentthe Transferring Party; (iiiii) the proposed amount and form of consideration to be paid for such shares and the terms and conditions of payment offered by each proposed transferee or purchaser; (iviii) the aggregate number of shares of Common Stock and/or Junior Preferred Stock, as applicable, held of record by the Transferring Party as of the close of business on the day immediately preceding the date of the Tag-Along Notice Date by Parent(the “Tag-Along Notice Date”); (viv) the Management Investorsuch Tag-Along Stockholder’s Allotment Tag-Along Allotment(s) assuming the Holder such Stockholder elected to sell the maximum number of shares of Common Stock and/or Junior Preferred Stock, as applicable, as possible; (viv) confirmation that the proposed purchaser or transferee has been informed of the “Tag-Along Rights” provided for herein in this Article IV and has agreed to purchase shares of Common the Capital Stock in accordance with the terms hereof hereof; and (viivi) the Tag-Along Sale Date.

Appears in 2 contracts

Samples: Stockholders Agreement (Hollywood Entertainment Corp), Stockholders Agreement (Hollywood Entertainment Corp)

Sale Notice. Parent The Majority Stockholder shall provide the Holder each Management Stockholder with written notice (the "Tag-Along Sale Notice") not more than sixty (60) days nor less than twenty (20) days prior to the proposed date (the "Tag-Along Sale Date") of the Tag-Along Sale (the “Tag-Along Sale Date”)Sale. Each Tag-Along Sale Notice shall be accompanied by a copy of any written agreement relating to the Tag-Along Sale and shall set forth: forth (i) the name and address of each proposed transferee or purchaser Transferee of shares Shares in the Tag-Along Sale; (ii) the number of shares Shares proposed to be transferred or sold by Parentthe Majority Stockholder; (iii) the proposed amount and form of consideration to be paid for such shares Shares and the terms and conditions of payment offered by each the proposed transferee or purchaserTransferees; (iv) the aggregate number of shares of Common Stock held of record Shares Beneficially Owned by the Management Stockholder as of the close of business on the day immediately preceding prior to the date of delivery of the Tag-Along Sale Notice Date by Parent(the "Tag-Along Sale Notice Date"); (v) the Management Investor’s Stockholder's Tag-Along Allotment assuming the Holder such Management Stockholder elected to sell include the maximum number of shares of Common Stock possibleShares possible in the Tag-Along Sale; (vi) confirmation that the proposed purchaser or transferee Transferee has been informed of the “Tag-Along Rights” rights provided for herein in this Article V and has agreed to purchase shares of Common Stock Shares in accordance with the terms hereof hereof; and (vii) the Tag-Along Sale Date.

Appears in 2 contracts

Samples: Stockholders' Agreement (Mikasa Inc), Merger Agreement (Mikasa Inc)

Sale Notice. Parent GEI shall provide the Holder with written notice (the "Tag-Along Sale Notice") not more than sixty (60) nor less than twenty (20) days prior to the proposed date of the Tag-Along Sale (the "Tag-Along Sale Date"). Each Tag-Along Sale Notice shall set forth: (i) the name and address of each proposed transferee or purchaser of shares in the Tag-Along Sale; (ii) the number of shares proposed to be transferred or sold by ParentGEI; (iii) the proposed amount and form of consideration to be paid for such shares and the terms and conditions of payment offered by each proposed transferee or purchaser; (iv) the aggregate number of shares of Common Stock held of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by ParentGEI; (v) the Management Investor’s 's Allotment assuming the Holder elected to sell the maximum number of shares of Common Stock possible; (vi) confirmation that the proposed purchaser or transferee has been informed of the "Tag-Along Rights" provided for herein and has agreed to purchase shares of Common Stock (including Vested Shares) in accordance with the terms hereof and (vii) the Tag-Along Sale Date.

Appears in 1 contract

Samples: Management Subscription and Stockholders Agreement (Liberty Group Publishing Inc)

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Sale Notice. Parent GEI shall provide the Holder with written notice (the “Tag-"Tag- Along Sale Notice") not more than sixty (60) nor less than twenty (20) days prior to the proposed date of the Tag-Along Sale (the "Tag-Along Sale Date"). Each Tag-Along Sale Notice shall set forth: (i) the name and address of each proposed transferee or purchaser of shares in the Tag-Along Sale; (ii) the number of shares proposed to be transferred or sold by ParentGEI; (iii) the proposed amount and form of consideration to be paid for such shares and the terms and conditions of payment offered by each proposed transferee or purchaser; (iv) the aggregate number of shares of Common Stock held of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by ParentGEI; (v) the Management Investor’s 's Allotment assuming the Holder elected to sell the maximum number of shares of Common Stock possible; (vi) confirmation that the proposed purchaser or transferee has been informed of the "Tag-Along Rights" provided for herein and has agreed to purchase shares of Common Stock (including Vested Shares) in accordance with the terms hereof and (vii) the Tag-Along Sale Date.

Appears in 1 contract

Samples: Management Stockholders Agreement (Liberty Group Publishing Inc)

Sale Notice. Parent shall provide the Holder with written notice (the “Tag-Along Sale Notice”) not more than sixty (60) nor less than twenty (20) days prior to the proposed date of the Tag-Tag Along Sale (the “Tag-Along Sale Date”). Each Tag-Along Sale Notice shall set forth: (i) the name and address of each proposed transferee or purchaser of shares in the Tag-Along Sale; (ii) the number of shares proposed to be transferred or sold by Parent; (iii) the proposed amount and form of consideration to be paid for such shares and the terms and conditions of payment offered by each proposed transferee or purchaser; (iv) the aggregate number of shares of Common Stock held of record as of the close of business on the day immediately preceding the Tag-Tag Along Notice Date by Parent; (v) the Management Investor’s Allotment assuming the Holder elected to sell the maximum number of shares of Common Stock possible; (vi) confirmation that the proposed purchaser or transferee has been informed of the “Tag-Tag Along Rights” provided for herein and has agreed to purchase shares of Common Stock in accordance with the terms hereof and (viiviii) the Tag-Along Sale Date.

Appears in 1 contract

Samples: Management Shareholder Agreement (GateHouse Media, Inc.)

Sale Notice. Parent The relevant Purchaser Parties shall provide each Tag-Along Stockholder and the Holder Company with written notice (the "Tag-Along Sale Notice") not more than sixty (60) days nor less than twenty thirty (2030) days prior to the proposed date of the Tag-Along Sale (the "Tag-Along Sale Date"). Each Tag-Along Sale Notice shall be accompanied by a copy of any written agreement relating to the Tag-Along Sale and shall set forth: (i) the name and address of each proposed transferee or purchaser Transferee of shares Common Shares in the Tag-Along Sale; (ii) the number of shares Common Shares proposed to be transferred or sold Transferred by Parentsuch Purchaser Parties; (iii) the proposed amount and form of consideration to be paid for such shares Common Shares and the terms and conditions of payment offered by each proposed transferee or purchaserTransferee; (iv) the aggregate number of shares of Common Stock Shares held of record by the Purchaser Parties as of the close of business on the day immediately preceding prior to the date of the Tag-Along Notice Date by Parent(the "Tag-Along Notice Date"); (v) the Management Investor’s Tag-Along Stockholder's Tag-Along Allotment assuming the Holder Tag-Along Stockholder elected to sell the maximum number of shares of Common Stock Shares possible; (vi) confirmation that the proposed purchaser or transferee Transferee has been informed of the "Tag-Along Rights" provided for herein and has agreed to purchase shares of Common Stock Shares from any Tag-Along Stockholder in accordance with the terms hereof hereof; and (vii) the Tag-Along Sale Date.

Appears in 1 contract

Samples: Stockholders Agreement (Diamond Triumph Auto Glass Inc)

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