Common use of Sales; Notice Clause in Contracts

Sales; Notice. At any time on or after the fifth anniversary of ------------- the Closing Date, Purchaser may Transfer for cash (and only for such form of consideration) any or all of the Shares to any third party subject to the provisions of Section 4, Section 7(c), Section 9 and Section 11(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, Purchaser shall first give at least thirty (30) days' advance written notice (the "Notice") to the Company specifying (i) Purchaser'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 Purchaser proposes to Transfer (individually, an "Offered Share," and collectively, the "Offered Shares"); (iv) the price for which 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 fifth ------------- anniversary of ------------- the Closing Datethis Agreement, Purchaser Optionee 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 4, Section 7(c), Section 9 7 and Section 11(a) hereof (other --------- ------------ --------- ---------- than any Transfer that constitutes a Public Market Sale (as defined below10(b)), and subject to Section 6 of the Pledge Agreement. Prior to any such intended Transfer, Purchaser Optionee shall first give at least thirty (30) days' advance written notice (the "Notice") to the Company specifying (i) PurchaserOptionee'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 Purchaser Optionee proposes to Transfer (individually, an "Offered Share," and collectively, the "Offered Shares"); (iv) the price for which Purchaser 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 fifth anniversary ------------- of ------------- the Closing Date, Purchaser may Transfer for cash (and only for such form of consideration) any or all of the Shares to any third party subject to the provisions of Section 4, Section 7(c), Section 9 and Section 11(a12(a) hereof (other hereof, and --------- ------------ --------- ---------- 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, Purchaser shall first give at least thirty (30) days' advance written notice (the "Notice") to the Company specifying (i) Purchaser'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 Purchaser proposes to Transfer (individually, an "Offered Share," and collectively, the "Offered Shares"); (iv) the price for which 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 fifth anniversary of ------------- the Closing Permitted Sale Date, ------------- Purchaser may Transfer for cash (and only for such form of consideration) any or all of the Shares to any third party subject to the provisions of Section 4, --------- Section 7(c), Section 9 and Section 11(a12(a) hereof (other --------- ------------ --------- ---------- than any Transfer that constitutes a Public Market Sale (as defined below))hereof, and subject to Section 6 of ------------ --------- ------------- the Pledge Agreement. Prior to any such intended Transfer, Purchaser shall first give at least thirty (30) days' advance written notice (the "Notice") to the Company specifying (i) Purchaser'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 Purchaser proposes to Transfer (individually, an "Offered Share," and collectively, the "Offered Shares"); (iv) the price for which 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 fifth anniversary of ------------- the Closing Permitted Sale Date, Purchaser ------------- Executive may Transfer for cash (and only for such form of consideration) any or all of the Shares to any third party subject to the provisions of Section 4, --------- Section 7(c6(c), Section 9 8 and Section 11(a9(a) hereof (other --------- ------------ --------- ---------- than any Transfer that constitutes a Public Market Sale (as defined below)), and subject to Section 6 of the Pledge Agreementhereof. Prior to any such intended ------------ --------- ------------ Transfer, Purchaser Executive shall first give at least thirty (30) days' advance written notice (the "Notice") to the Company specifying (i) PurchaserExecutive'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 Purchaser Executive proposes to Transfer (individually, an "Offered Share," and collectively, the "Offered Shares"); (iv) the price for which Purchaser 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 fifth ------------- anniversary of ------------- the Closing Datethis Agreement, Purchaser Optionee 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 4, 7 and Section 7(c10(b), provided that this Section 9 and Section 11(a7(b) hereof (other --------- ------------ --------- ---------- than shall not apply to any Transfer transfers that constitutes constitute a Public Market Sale (as defined below)), and subject to Section 6 of the Pledge Agreement. Prior to any such intended Transfer, Purchaser Optionee shall first give at least thirty (30) days' advance written notice (the "Notice") to the Company specifying (i) PurchaserOptionee'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 Purchaser Optionee proposes to Transfer (individually, an "Offered Share," and collectively, the "Offered Shares"); (iv) the price for which Purchaser 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 fifth third anniversary ------------- of ------------- the Closing Datethis Agreement, Purchaser Optionee 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 4, Section 7(c), Section 9 7 and Section 11(a) hereof (other --------- ------------ --------- ---------- than any Transfer that constitutes a Public Market Sale (as defined below10(b)), and subject to Section 6 of the Pledge Agreement. Prior to any such intended Transfer, Purchaser Optionee shall first give at least thirty (30) days' advance written notice (the "Notice") to the Company specifying (i) PurchaserOptionee'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 Purchaser Optionee proposes to Transfer (individually, an "Offered Share," and collectively, the "Offered Shares"); (iv) the price for which Purchaser 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 fifth third ------------- anniversary of ------------- the Closing Date, Purchaser may Transfer for cash (and only for such form of consideration) any or all of the Shares to any third party subject to the provisions of Section 4, Section 7(c), Section 9 and Section 11(a12(a) hereof (other --------- ------------ --------- ---------- than any Transfer that constitutes a Public Market Sale (as defined below))------------- hereof, and subject to Section 6 of the Pledge Agreement. Prior to any such intended Transfer, Purchaser shall first give at least thirty (30) days' advance written notice (the "Notice") to the Company specifying (i) Purchaser'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 Purchaser proposes to Transfer (individually, an "Offered Share," and collectively, the "Offered Shares"); (iv) the price for which 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 fifth first anniversary of ------------- the Closing Date, Purchaser may Transfer for cash (and only for such form of consideration) any or all of the Shares to any third party subject to the provisions of this Section 4, Section 7(c), Section 9 4 and Section 11(a) hereof (other --------- ------------ --------- ---------- than any Transfer that constitutes a Public Market Sale (as defined below))8 hereof, and subject to Section 6 of --------- --------- the Pledge Agreement. Prior to any such intended proposed Transfer, Purchaser shall first give at least thirty (30) days' advance written notice (the "Notice") to the Company specifying (i) Purchaser'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 Purchaser proposes to Transfer (individually, an "Offered Share," and collectively, the "Offered Shares"); (iv) the price for which 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.