Common use of Sale Notice Clause in Contracts

Sale Notice. Parent shall provide the Holder with written notice (the “Tag-Along Sale Notice”) not more than sixty (60) nor less than twenty (20) days prior to the proposed date of the Tag-Along Sale (the “Tag-Along Sale Date”). Each Tag-Along Sale Notice shall set forth: (i) the name and address of each proposed transferee or purchaser of shares in the Tag-Along Sale; (ii) the number of shares proposed to be transferred or sold by Parent; (iii) the proposed amount and form of consideration to be paid for such shares and the terms and conditions of payment offered by each proposed transferee or purchaser; (iv) the aggregate number of shares of Common Stock held of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by Parent; (v) the Management Investor’s Allotment assuming the Holder elected to sell the maximum number of shares of Common Stock possible; (vi) confirmation that the proposed purchaser or transferee has been informed of the “Tag-Along Rights” provided for herein and has agreed to purchase shares of Common Stock in accordance with the terms hereof and (vii) the Tag-Along Sale Date.

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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Sale Notice. Parent GEI shall provide the Holder with written notice (the Tag-Along Sale Notice") not more than sixty (60) nor less than twenty (20) days prior to the proposed date of the Tag-Along Sale (the "Tag-Along Sale Date"). Each Tag-Along Sale Notice shall set forth: (i) the name and address of each proposed transferee or purchaser of shares in the Tag-Along Sale; (ii) the number of shares proposed to be transferred or sold by ParentGEI; (iii) the proposed amount and form of consideration to be paid for such shares and the terms and conditions of payment offered by each proposed transferee or purchaser; (iv) the aggregate number of shares of Common Stock held of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by ParentGEI; (v) the Management Investor’s 's Allotment assuming the Holder elected to sell the maximum number of shares of Common Stock possible; (vi) confirmation that the proposed purchaser or transferee has been informed of the "Tag-Along Rights" provided for herein and has agreed to purchase shares of Common Stock (including Vested Shares) in accordance with the terms hereof and (vii) the Tag-Along Sale Date.

Appears in 5 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)

Sale Notice. Parent The Transferring Party shall provide the Holder each Tag-Along Stockholder with written notice (the “Tag-Along Sale Notice”) not more than sixty (60) nor less than twenty twenty-five (2025) days prior to the proposed date of the Tag-Along Sale (the “Tag-Along Sale Date”). Each Tag-Along Sale Notice shall set forth: (i) the name and address of each proposed transferee or purchaser of shares in the Tag-Along Sale; (ii) the number of shares of Common Stock and/or Junior Preferred Stock proposed to be transferred or sold by Parentthe Transferring Party; (iiiii) the proposed amount and form of consideration to be paid for such shares and the terms and conditions of payment offered by each proposed transferee or purchaser; (iviii) the aggregate number of shares of Common Stock and/or Junior Preferred Stock, as applicable, held of record by the Transferring Party as of the close of business on the day immediately preceding the date of the Tag-Along Notice Date by Parent(the “Tag-Along Notice Date”); (viv) the Management Investorsuch Tag-Along Stockholder’s Allotment Tag-Along Allotment(s) assuming the Holder such Stockholder elected to sell the maximum number of shares of Common Stock and/or Junior Preferred Stock, as applicable, as possible; (viv) confirmation that the proposed purchaser or transferee has been informed of the “Tag-Along Rights” provided for herein in this Article IV and has agreed to purchase shares of Common the Capital Stock in accordance with the terms hereof hereof; and (viivi) the Tag-Along Sale Date.

Appears in 2 contracts

Samples: Stockholders Agreement (Hollywood Entertainment Corp), Stockholders Agreement (Hollywood Entertainment Corp)

Sale Notice. Parent GEI shall provide the Holder with written notice (the “Tag-"Tag- Along Sale Notice") not more than sixty (60) nor less than twenty (20) days prior to the proposed date of the Tag-Along Sale (the "Tag-Along Sale Date"). Each Tag-Along Sale Notice shall set forth: (i) the name and address of each proposed transferee or purchaser of shares in the Tag-Along Sale; (ii) the number of shares proposed to be transferred or sold by ParentGEI; (iii) the proposed amount and form of consideration to be paid for such shares and the terms and conditions of payment offered by each proposed transferee or purchaser; (iv) the aggregate number of shares of Common Stock held of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by ParentGEI; (v) the Management Investor’s 's Allotment assuming the Holder elected to sell the maximum number of shares of Common Stock possible; (vi) confirmation that the proposed purchaser or transferee has been informed of the "Tag-Along Rights" provided for herein and has agreed to purchase shares of Common Stock (including Vested Shares) in accordance with the terms hereof and (vii) the Tag-Along Sale Date.

Appears in 1 contract

Samples: Management Stockholders Agreement (Liberty Group Publishing Inc)

Sale Notice. Parent GEI shall provide the Holder with written notice (the "Tag-Along Sale Notice") not more than sixty (60) nor less than twenty (20) days prior to the proposed date of the Tag-Along Sale (the "Tag-Along Sale Date"). Each Tag-Along Sale Notice shall set forth: (i) the name and address of each proposed transferee or purchaser of shares in the Tag-Along Sale; (ii) the number of shares proposed to be transferred or sold by ParentGEI; (iii) the proposed amount and form of consideration to be paid for such shares and the terms and conditions of payment offered by each proposed transferee or purchaser; (iv) the aggregate number of shares of Common Stock held of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by ParentGEI; (v) the Management Investor’s 's Allotment assuming the Holder elected to sell the maximum number of shares of Common Stock possible; (vi) confirmation that the proposed purchaser or transferee has been informed of the "Tag-Along Rights" provided for herein and has agreed to purchase shares of Common Stock (including Vested Shares) in accordance with the terms hereof and (vii) the Tag-Along Sale Date.

Appears in 1 contract

Samples: Management Subscription and Stockholders Agreement (Liberty Group Publishing Inc)

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Sale Notice. Parent shall provide the Holder with written notice (the “Tag-Along Sale Notice”) not more than sixty (60) nor less than twenty (20) days prior to the proposed date of the Tag-Tag Along Sale (the “Tag-Along Sale Date”). Each Tag-Along Sale Notice shall set forth: (i) the name and address of each proposed transferee or purchaser of shares in the Tag-Along Sale; (ii) the number of shares proposed to be transferred or sold by Parent; (iii) the proposed amount and form of consideration to be paid for such shares and the terms and conditions of payment offered by each proposed transferee or purchaser; (iv) the aggregate number of shares of Common Stock held of record as of the close of business on the day immediately preceding the Tag-Tag Along Notice Date by Parent; (v) the Management Investor’s Allotment assuming the Holder elected to sell the maximum number of shares of Common Stock possible; (vi) confirmation that the proposed purchaser or transferee has been informed of the “Tag-Tag Along Rights” provided for herein and has agreed to purchase shares of Common Stock in accordance with the terms hereof and (viiviii) the Tag-Along Sale Date.

Appears in 1 contract

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

Sale Notice. The Millers and, if applicable, Parent shall provide the Holder GEI with written notice (the “Tag"TAG-Along Sale Notice”ALONG SALE NOTICE") not more than sixty (60) nor less than twenty (20) days prior to the proposed date of the Tag-Along Sale (the “Tag"TAG-Along Sale Date”ALONG SALE DATE"). Each Tag-Along Sale Notice shall set forth: (i) the name and address of each proposed transferee or purchaser of shares in the Tag-Along Sale; (ii) the number of shares proposed to be transferred or sold Transferred by the Majority Stockholder and, if applicable, Parent; (iii) the proposed amount and form of consideration to be paid for such shares and the terms and conditions of payment offered by each proposed transferee or purchaser; (iv) the aggregate number of shares of Common Stock proposed to be Transferred that are held of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by Parentthe Majority Stockholder; (v) the Management Investor’s GEI's Allotment assuming the Holder GEI elected to sell the maximum number of shares of Common Stock possible; (vi) confirmation that the proposed purchaser or transferee has been informed of the "Tag-Along Rights" provided for herein and has agreed to purchase shares of such Common Stock in accordance with the terms hereof hereof; and (vii) the Tag-Along Sale Date.

Appears in 1 contract

Samples: Stockholders Agreement (Big 5 Corp /Ca/)

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