Common use of Sales; Notice Clause in Contracts

Sales; Notice. At any time on or after the third anniversary ------------- of this Agreement, Optionee may transfer for cash (and only for such form of consideration) any or all of the Shares to any third party ("Transfer") subject to the provisions of this Section 7 and Section 10(b). Prior to any such intended Transfer, Optionee shall first give at least thirty (30) days' advance written notice (the "Notice") to the Company specifying (i) Optionee's bona fide intention to sell such Shares; (ii) the name(s) and address(es) of the proposed transferee(s); (iii) the number of Shares Optionee proposes to Transfer (individually, an "Offered Share," and collectively, the "Offered Shares"); (iv) the price for which Optionee proposes to Transfer each Offered Share (the "Proposed Purchase Price"); (v) such evidence as the Company may reasonably request to demonstrate the ability of the proposed transferee(s) to pay the Proposed Purchase Price; and (vi) all other material terms and conditions of the proposed transfer.

Sales; Notice. At any time on or after the third fifth ------------- anniversary ------------- of this Agreement, Optionee may transfer for cash (and only for such form of consideration) any or all of the Shares to any third party ("Transfer") subject to the provisions of this Section 7 and Section 10(b), provided that this Section 7(b) shall not apply to any transfers that constitute a Public Market Sale (as defined below). Prior to any such intended Transfer, Optionee shall first give at least thirty (30) days' advance written notice (the "Notice") to the Company specifying (i) Optionee's bona fide intention to sell such Shares; (ii) the name(s) and address(es) of the proposed transferee(s); (iii) the number of Shares Optionee proposes to Transfer (individually, an "Offered Share," and collectively, the "Offered Shares"); (iv) the price for which Optionee proposes to Transfer each Offered Share (the "Proposed Purchase Price"); (v) such evidence as the Company may reasonably request to demonstrate the ability of the proposed transferee(s) to pay the Proposed Purchase Price; and (vi) all other material terms and conditions of the proposed transfer.

Sales; Notice. At any time on or after the third fifth anniversary ------------- of this Agreementthe Closing Date, Optionee Purchaser may transfer Transfer for cash (and only for such form of consideration) any or all of the Shares to any third party ("Transfer") subject to the provisions of this Section 7 4, Section 7(c), Section 9 and Section 10(b)12(a) hereof, and --------- ------------ --------- ------------- subject to Section 6 of the Pledge Agreement. Prior to any such intended Transfer, Optionee Purchaser shall first give at least thirty (30) days' advance written notice (the "Notice") to the Company specifying (i) OptioneePurchaser's bona fide intention to sell such Shares; (ii) the name(s) and address(es) of the proposed transferee(s); (iii) the number of Shares Optionee Purchaser proposes to Transfer (individually, an "Offered Share," and collectively, the "Offered Shares"); (iv) the price for which Optionee Purchaser proposes to Transfer each Offered Share (the "Proposed Purchase Price"); (v) such evidence as the Company may reasonably request to demonstrate the ability of the proposed transferee(s) to pay the Proposed Purchase Price; and (vi) all other material terms and conditions of the proposed transfer.

Sales; Notice. At any time on or after the third anniversary Permitted Sale Date, ------------- of this Agreement, Optionee Purchaser may transfer Transfer for cash (and only for such form of consideration) any or all of the Shares to any third party ("Transfer") subject to the provisions of this Section 7 4, --------- Section 7(c), Section 9 and Section 10(b)12(a) hereof, and subject to Section 6 of ------------ --------- ------------- the Pledge Agreement. Prior to any such intended Transfer, Optionee Purchaser shall first give at least thirty (30) days' advance written notice (the "Notice") to the Company specifying (i) OptioneePurchaser's bona fide intention to sell such Shares; (ii) the name(s) and address(es) of the proposed transferee(s); (iii) the number of Shares Optionee Purchaser proposes to Transfer (individually, an "Offered Share," and collectively, the "Offered Shares"); (iv) the price for which Optionee Purchaser proposes to Transfer each Offered Share (the "Proposed Purchase Price"); (v) such evidence as the Company may reasonably request to demonstrate the ability of the proposed transferee(s) to pay the Proposed Purchase Price; and (vi) all other material terms and conditions of the proposed transfer.

Sales; Notice. At any time on or after the third anniversary Permitted Sale Date, ------------- of this Agreement, Optionee Executive may transfer Transfer for cash (and only for such form of consideration) any or all of the Shares to any third party ("Transfer") subject to the provisions of this Section 7 4, --------- Section 6(c), Section 8 and Section 10(b)9(a) hereof. Prior to any such intended ------------ --------- ------------ Transfer, Optionee Executive shall first give at least thirty (30) days' advance written notice (the "Notice") to the Company specifying (i) OptioneeExecutive's bona fide intention to sell such Shares; (ii) the name(s) and address(es) of the proposed transferee(s); (iii) the number of Shares Optionee Executive proposes to Transfer (individually, an "Offered Share," and collectively, the "Offered Shares"); (iv) the price for which Optionee Executive proposes to Transfer each Offered Share (the "Proposed Purchase Price"); (v) such evidence as the Company may reasonably request to demonstrate the ability of the proposed transferee(s) to pay the Proposed Purchase Price; and (vi) all other material terms and conditions of the proposed transfer.

Sales; Notice. At any time on or after the third fifth anniversary of ------------- of this Agreementthe Closing Date, Optionee Purchaser may transfer Transfer for cash (and only for such form of consideration) any or all of the Shares to any third party ("Transfer") subject to the provisions of this Section 7 4, Section 7(c), Section 9 and Section 10(b11(a) hereof (other --------- ------------ --------- ---------- than any Transfer that constitutes a Public Market Sale (as defined below)), and subject to Section 6 of the Pledge Agreement. Prior to any such intended Transfer, Optionee Purchaser shall first give at least thirty (30) days' advance written notice (the "Notice") to the Company specifying (i) OptioneePurchaser's bona fide intention to sell such Shares; (ii) the name(s) and address(es) of the proposed transferee(s); (iii) the number of Shares Optionee Purchaser proposes to Transfer (individually, an "Offered Share," and collectively, the "Offered Shares"); (iv) the price for which Optionee Purchaser proposes to Transfer each Offered Share (the "Proposed Purchase Price"); (v) such evidence as the Company may reasonably request to demonstrate the ability of the proposed transferee(s) to pay the Proposed Purchase Price; and (vi) all other material terms and conditions of the proposed transfer.

Sales; Notice. At any time on or after the third ------------- anniversary ------------- of this Agreementthe Closing Date, Optionee Purchaser may transfer Transfer for cash (and only for such form of consideration) any or all of the Shares to any third party ("Transfer") subject to the provisions of this Section 7 4, Section 7(c), Section 9 and Section 10(b)12(a) --------- ------------ --------- ------------- hereof, and subject to Section 6 of the Pledge Agreement. Prior to any such intended Transfer, Optionee Purchaser shall first give at least thirty (30) days' advance written notice (the "Notice") to the Company specifying (i) OptioneePurchaser's bona fide intention to sell such Shares; (ii) the name(s) and address(es) of the proposed transferee(s); (iii) the number of Shares Optionee Purchaser proposes to Transfer (individually, an "Offered Share," and collectively, the "Offered Shares"); (iv) the price for which Optionee Purchaser proposes to Transfer each Offered Share (the "Proposed Purchase Price"); (v) such evidence as the Company may reasonably request to demonstrate the ability of the proposed transferee(s) to pay the Proposed Purchase Price; and (vi) all other material terms and conditions of the proposed transfer.

Sales; Notice. At any time on or after the third fifth ------------- anniversary ------------- of this Agreement, Optionee may transfer for cash (and only for such form of consideration) any or all of the Shares to any third party ("Transfer") subject to the provisions of this Section 7 and Section 10(b). Prior to any such intended Transfer, Optionee shall first give at least thirty (30) days' advance written notice (the "Notice") to the Company specifying (i) Optionee's bona fide intention to sell such Shares; (ii) the name(s) and address(es) of the proposed transferee(s); (iii) the number of Shares Optionee proposes to Transfer (individually, an "Offered Share," and collectively, the "Offered Shares"); (iv) the price for which Optionee proposes to Transfer each Offered Share (the "Proposed Purchase Price"); (v) such evidence as the Company may reasonably request to demonstrate the ability of the proposed transferee(s) to pay the Proposed Purchase Price; and (vi) all other material terms and conditions of the proposed transfer.