Common use of Sale Notice Clause in Contracts

Sale Notice. The Majority Stockholder shall provide each Management Stockholder with written notice (the "Tag-Along Sale Notice") not more than sixty days nor less than twenty days prior to the proposed date (the "Tag-Along Sale Date") of the Tag-Along 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 (i) the name and address of each proposed Transferee of Shares in the Tag-Along Sale; (ii) the number of Shares proposed to be sold by the Majority Stockholder; (iii) the proposed amount and form of consideration to be paid for such Shares and the terms and conditions of payment offered by the proposed Transferees; (iv) the aggregate number of Shares Beneficially Owned by the Management Stockholder as of the close of business on the day immediately prior to the date of delivery of the Tag-Along Sale Notice (the "Tag-Along Sale Notice Date"); (v) the Management Stockholder's Tag-Along Allotment assuming such Management Stockholder elected to include the maximum number of Shares possible in the Tag-Along Sale; (vi) confirmation that the Transferee has been informed of the rights provided for in this Article V and has agreed to purchase Shares in accordance with the terms hereof; and (vii) the Tag-Along Sale Date.

Sale Notice. The Majority Stockholder CuraGen shall provide each Management Tag-Along Stockholder and the Company with written notice (the "“Tag-Along Sale Notice"”) not more than sixty days nor less than twenty 14 days prior to the proposed date of the Tag-Along Sale (the "“Tag-Along Sale Date") of the Tag-Along Sale”). Each Tag-Along Sale Notice shall be accompanied by a copy of any written agreement relating to the Tag-Along Sale (if available) and shall set forth forth: (ia) the name and address of each proposed Transferee purchaser of Shares shares of Common Stock in the Tag-Along Sale; (iib) the number of Shares shares of Common Stock proposed to be sold by the Majority Stockholdersold; (iiic) the proposed amount and form of consideration to be paid for such Shares shares of Common Stock and the terms and conditions of payment offered by the each proposed Transfereespurchaser; (ivd) the aggregate number of Shares Beneficially Owned shares of Common Stock held of record by the Management Stockholder CuraGen as of the close of business on the day immediately prior to preceding the date of delivery of the Tag-Along Sale Notice (the "“Tag-Along Sale Notice Date"”); (ve) the Management Tag-Along Stockholder's ’s Tag-Along Allotment assuming such Management the Tag-Along Stockholder elected to include sell the maximum number of Shares possible in the Tag-Along Sale; (vi) confirmation that the Transferee has been informed shares of the rights provided for in this Article V and has agreed to purchase Shares in accordance with the terms hereofCommon Stock possible; and (viif) the Tag-Along Sale Date.

Sale Notice. The Majority Stockholder Transferor shall provide each Management Stockholder the Investor and the Company with written notice (the "“Transferor Tag-Along Sale Notice"”) not more than sixty thirty (30) days nor less than twenty days ten (10) Business Days prior to the proposed date of the Transferor Tag-Along Sale (the "“Transferor Tag-Along Sale Date") of the Tag-Along Sale”). Each Transferor 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 of Stockholder Shares in the Transferor Tag-Along SaleSale and the name and address of the Transferor(s); (ii) the number of Stockholder Shares proposed to be sold Transferred by the Majority StockholderTransferor; (iii) the proposed amount and form of consideration to be paid for such Stockholder Shares and the terms and conditions of payment offered by the each proposed TransfereesTransferee; (iv) the aggregate number of Stockholder Shares Beneficially Owned held of record by the Management Stockholder Transferor as of the close of business on the day immediately prior to the date of delivery of the Transferor Tag-Along Sale Notice (the "“Transferor Tag-Along Sale Notice Date"”); (v) the Management Stockholder's Investor’s Tag-Along Allotment Allotment, which shall be based upon the number of Stockholder Shares held of record by the Investor as of the close of business on the day immediately prior to the Transferor Tag-Along Notice Date, assuming such Management Stockholder the Investor elected to include sell the maximum number of Stockholder Shares possible in (such allotment subject to reduction on a pro rata basis depending upon the Tag-Along Saletotal number of Stockholder Shares the Transferee is willing to acquire); and (vi) confirmation that the Transferee has been informed of the rights provided for in this Article V and has agreed to purchase Shares in accordance with the terms hereof; and (vii) the Transferor Tag-Along Sale Date.

Sale Notice. The Majority Stockholder GEI shall provide each Management Stockholder Holder with written notice (the "Tag-Along Sale Notice") not more than sixty days (60) nor less than twenty (20) days prior to the proposed date of the Tag-Along Sale (the "Tag-Along Sale Date") of the Tag-Along 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 number of each shares of Common Stock, Junior Preferred Stock and/or Senior Preferred Stock proposed Transferee of Shares in to be transferred or sold by the Tag-Along SaleGEI Parties; (ii) the number of Shares proposed to be sold by the 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 the each proposed Transfereespurchaser; (iviii) the aggregate number of Shares Beneficially Owned shares of Common Stock, Junior Preferred Stock and/or Senior Preferred Stock, as applicable, held of record by the Management Stockholder GEI Parties as of the close of business on the day immediately prior to preceding the date of delivery of the Tag-Along Sale Notice (the "Tag-Along Sale Notice Date"); (viv) the such Management StockholderHolder's Tag-Along Allotment assuming such Management Stockholder Holder elected to include sell the maximum number of Shares possible in the Tag-Along Saleshares of Common Stock, Junior Preferred Stock and/or Senior Preferred Stock, as applicable, as possible; (viv) confirmation that the Transferee proposed purchaser or transferee has been informed of the rights "Tag-Along Rights" provided for in this Article V and has agreed to purchase Shares the Common Stock, Junior Preferred Stock and/or Senior Preferred Stock, as applicable, in accordance with the terms hereof; and (viivi) the Tag-Along Sale Date.

Sale Notice. The Majority Stockholder Selling Shareholder(s) shall provide each Management Stockholder Tag-Along Shareholder and the Company with written notice (the "Tag-Along Sale Notice") not more than sixty days nor less than twenty thirty (30) days prior to the proposed date of the Tag-Along Sale (the "Tag-Along Sale Date") of the Tag-Along Sale). Each Tag-Along Sale Notice shall be accompanied by a copy of any written agreement relating to the Tag-Along Sale (if available) and shall set forth forth: (i) the name and address of each proposed Transferee of Shares the Third Party in the Tag-Along Sale; (ii) the number of Shares shares proposed to be sold Transferred by the Majority StockholderSelling Shareholder(s); (iii) the proposed amount and form of consideration to be paid for such Shares shares expressed on a per share basis and the terms and conditions of payment offered by the proposed TransfereesThird Party; (iv) the aggregate number of Shares Beneficially Owned shares of the Company held of record by the Management Stockholder Selling Shareholder(s) as of the close of business on the day immediately prior to preceding the date of delivery of the Tag-Along Sale Notice (the "Tag-Along Sale Notice Date"); (v) the Management Stockholder's Tag-Along Allotment assuming such Management Stockholder elected to include the maximum number of Shares possible in the Tag-Along Sale; (vi) confirmation that the Transferee Third Party has been informed of the rights "Tag-Along Rights" provided for in this Article V herein and has agreed to purchase Shares shares from any Tag-Along Shareholder in accordance with the terms hereof; and (viivi) the Tag-Along Sale Date.