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 this Section 4 and Sections 7(c) and 9(a) hereof. Prior to any such intended Transfer, Purchaser shall first give at least written notice (the "Notice") to Holding 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"); and (v) all other material terms and conditions of the proposed Transfer.

Appears in 2 contracts

Samples: Stock Subscription Agreement (Hudson Respiratory Care Inc), Stock Subscription Agreement (Hudson Respiratory Care Inc)

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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 this Section 4 3 and Sections 7(cSection 4(c), 5(d) and 9(a7(a) hereof. Prior to any such intended Transfer, Purchaser shall first give at least 30 days' advance written notice (the "Notice") to Holding 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"); and (v) all other material terms and conditions of the proposed Transfertransfer.

Appears in 2 contracts

Samples: Stock Subscription Agreement (Brylane Inc), Stock Subscription Agreement (Brylane Inc)

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Sales; Notice. At any time on or after the fifth first anniversary of ------------- 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 and Sections 7(c) Section 8 hereof, and 9(a) hereofsubject 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 Holding 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 (vvi) all other material terms and conditions of the proposed Transfertransfer.

Appears in 1 contract

Samples: Stock Subscription Agreement (Pantry Inc)

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