Common use of Drag-Along Notice Clause in Contracts

Drag-Along Notice. Prior to making any Drag-Along Sale, if Parent elects to exercise the option described in this Section 2(b), Parent shall provide the Holder with written notice (the “Drag-Along Notice”) not more than sixty (60) nor less than twenty (20) days prior to the proposed date of the Drag Along Sale (the “Drag-Along Sale Date”). The Drag-Along Notice shall set forth: (i) the name and address of the Third Party; (ii) the proposed amount and form of consideration to be paid per share and the terms and conditions of payment offered by the Third Party; (iii) the aggregate number of shares of Common Stock held by Parent as of the date that the Drag-Along Notice is first delivered, mailed or sent by courier, telex or telecopy to the Holder; (iv) the sale percentage; (v) the Drag-Along Sale Date and (vi) confirmation that the proposed Third Party has agreed to purchase the Management Investor’s shares of Common Stock in accordance with the terms hereof.

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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Drag-Along Notice. Prior to making any Drag-Along Sale, if Parent GEI elects to exercise the option described in this Section 2(b)9, Parent GEI shall provide the Holder with written notice (the "Drag-Along Notice") not more than sixty (60) nor less than twenty (20) days prior to the proposed date of the Drag Drag-Along Sale (the "Drag-Along Sale Date"). The Drag-Along Notice shall set forth: (i) the name and address of the Third Party; (ii) the proposed amount and form of consideration to be paid per share and the terms and conditions of payment offered by the Third Party; (iii) the aggregate number of shares of Common Stock held by Parent GEI as of the date that the Drag-Along Notice is first delivered, mailed or sent by courier, telex or telecopy to the Holder; (iv) the sale percentage; (v) the Drag-Along Sale Date and (vi) confirmation that the proposed Third Party has agreed to purchase the Management Investor’s 's shares of Common Stock in accordance with the terms hereof.

Appears in 7 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)

Drag-Along Notice. Prior to making any Drag-Along Sale, if Parent If a Selling Fortress Entity elects (in its sole discretion) to exercise the option described in this Section 2(b2(b)(iii), Parent such Selling Fortress Entity shall provide the Holder Holder(s) with written notice (the “Drag-Along Notice”) thereof not more than sixty twenty-four (6024) nor less than twenty ten (2010) days prior to the proposed date of the Drag Along Sale (the “Drag-Along Third Party Sale Date”). The Drag-Along Notice shall set forth: (i) the name and address of the Third Party; (ii) the proposed amount and form of consideration to be paid per share and the terms and conditions of payment offered by the Third Party; (iii) the aggregate number of shares of Common Stock held by Parent such Selling Fortress Entity as of the date that the Drag-Along Notice is first delivered, mailed or sent by courier, telex courier or telecopy facsimile to the Holder; (iv) the sale percentageThird Party Sale Percentage; (v) the Drag-Along proposed Third Party Sale Date Date; and (vi) confirmation that the proposed Third Party has agreed to purchase the Management Investorvested Holder’s shares of Common Stock Shares held by such Holder in accordance with the terms hereof.

Appears in 6 contracts

Samples: Management Shareholder Agreement (TRAC Intermodal LLC), Management Shareholder Agreement (TRAC Intermodal LLC), Management Shareholder Agreement (TRAC Intermodal LLC)

Drag-Along Notice. Prior to making any Drag-Along Sale, if Parent If a Selling Fortress Entity elects (in its sole discretion) to exercise the option described in this Section 2(b3(b)(iii), Parent such Selling Fortress Entity shall provide the Holder Holders with written notice (the “Drag-Along Notice”) thereof not more than sixty twenty-four (6024) nor less than twenty ten (2010) days prior to the proposed date of the Drag Along Sale (the “Drag-Along Third Party Sale Date”). The Drag-Along Notice shall set forth: (i) the name and address of the Third Party; (ii) the proposed amount and form of consideration to be paid per share and the terms and conditions of payment offered by the Third Party; (iii) the aggregate number of shares of Common Stock held by Parent such Selling Fortress Entity as of the date that the Drag-Along Notice is first delivered, mailed or sent by courier, telex courier or telecopy facsimile to the Holder; (iv) the sale percentageThird Party Sale Percentage; (v) the Drag-Along proposed Third Party Sale Date Date; and (vi) confirmation that the proposed Third Party has agreed to purchase the Management InvestorHolder’s shares of Common Stock in accordance with the terms hereof.

Appears in 2 contracts

Samples: Management Shareholder Agreement (Seacastle Inc.), Shareholder Agreement (Seacastle Inc.)

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Drag-Along Notice. Prior to making any Drag-Along Sale, if Parent GEI elects to exercise the option described in this Section 2(b)9, Parent GEI shall provide the each Holder with written notice (the "Drag-Along Notice") not more than sixty (60) nor less than twenty (20) days prior to the proposed date of the Drag Drag-Along Sale (the "Drag-Along Sale Date"). The Drag-Along Notice shall set forth: (i) the name and address of the Third Party; (ii) the proposed amount and form of consideration to be paid per share of Common Stock and the terms and conditions of payment offered by the Third Party; (iiiii) the aggregate number of shares of Common Stock held by Parent GEI as of the date that the Drag-Along Notice is first delivered, mailed or sent by courier, telex or telecopy to the HolderHolder(s); (iii) the Sale Percentage; (iv) the sale percentage; (v) the Drag-Along Sale Date and (viv) confirmation that the proposed Third Party has agreed to purchase the Management Investor’s shares of Common Stock Holder's Covered Shares in accordance with the terms hereof.

Appears in 2 contracts

Samples: Management Subscription and Stockholders Agreement (Diamond Triumph Auto Glass Inc), Management Subscription and Stockholders Agreement (Diamond Triumph Auto Glass Inc)

Drag-Along Notice. Prior to making any Drag-Along Sale, if Parent elects to exercise the option described in this Section 2(b), Parent shall provide the Holder with written notice (the “Drag-Along Notice”) not more than sixty (60) nor less leas than twenty (20) days prior to the proposed date of the Drag Along Sale (the “Drag-Along Sale Date”). The Drag-Along Notice shall set forth: (i) the name and address of the Third Party; (ii) the proposed amount and form of consideration to be paid per share and the terms and conditions of payment offered by the Third Party; (iii) the aggregate number of shares of Common Stock held by Parent as of the date that the Drag-Along Notice is first delivered, mailed or sent by courier, telex or telecopy to the Holder; (iv) the sale percentage; (v) the Drag-Along Sale Date and (vi) confirmation that the proposed Third Party has agreed to purchase the Management Investor’s shares of Common Stock in accordance with the terms hereof.

Appears in 1 contract

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

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