Common use of Sale Notice Clause in Contracts

Sale Notice. CuraGen shall provide each Tag-Along Stockholder and the Company with written notice (the “Tag-Along Sale Notice”) not less than 14 days prior to the proposed date of the Tag-Along Sale (the “Tag-Along Sale Date”). Each Tag-Along Sale Notice shall be accompanied by a copy of any agreement relating to the Tag-Along Sale (if available) and shall set forth: (a) the name and address of each proposed purchaser of shares of Common Stock in the Tag-Along Sale; (b) the number of shares of Common Stock proposed to be sold; (c) the proposed amount and form of consideration to be paid for such shares of Common Stock and the terms and conditions of payment offered by each proposed purchaser; (d) the aggregate number of shares of Common Stock held of record by CuraGen as of the close of business on the day immediately preceding the date of the Tag-Along Notice (the “Tag-Along Notice Date”); (e) the Tag-Along Stockholder’s Tag-Along Allotment assuming the Tag-Along Stockholder elected to sell the maximum number of shares of Common Stock possible; and (f) the Tag-Along Sale Date.

Sale Notice. CuraGen The Majority Stockholder shall provide each Tag-Along Management Stockholder and the Company with written notice (the “"Tag-Along Sale Notice”") not more than sixty days nor less than 14 twenty days prior to the proposed date (the "Tag-Along Sale Date") of the Tag-Along Sale (the “Tag-Along Sale Date”)Sale. Each Tag-Along Sale Notice shall be accompanied by a copy of any written agreement relating to the Tag-Along Sale (if available) and shall set forth: forth (ai) the name and address of each proposed purchaser Transferee of shares of Common Stock Shares in the Tag-Along Sale; (bii) the number of shares of Common Stock Shares proposed to be soldsold by the Majority Stockholder; (ciii) the proposed amount and form of consideration to be paid for such shares of Common Stock Shares and the terms and conditions of payment offered by each the proposed purchaserTransferees; (div) the aggregate number of shares of Common Stock held of record Shares Beneficially Owned by CuraGen the Management Stockholder as of the close of business on the day immediately preceding prior to the date of delivery of the Tag-Along Sale Notice (the “"Tag-Along Sale Notice Date”"); (ev) the Tag-Along Management Stockholder’s 's Tag-Along Allotment assuming such Management Stockholder elected to include the maximum number of Shares possible in the Tag-Along Stockholder elected Sale; (vi) confirmation that the Transferee has been informed of the rights provided for in this Article V and has agreed to sell purchase Shares in accordance with the maximum number of shares of Common Stock possibleterms hereof; and (fvii) the Tag-Along Sale Date.

Sale Notice. CuraGen The Investor shall provide each Tag-Along Stockholder and the Company with written notice (the “Tag-Along Sale Notice”) not more than thirty (30) days nor less than 14 days ten (10) Business Days prior to the proposed date of the Tag-Along Sale (the “Tag-Along Sale Date”). Each Tag-Along Sale Notice shall be accompanied by a copy of any agreement relating to the Tag-Along Sale (if available) and shall set forth: (ai) the name and address of each proposed purchaser Transferee of shares of Common Stock Stockholder Shares in the Tag-Along Sale; (bii) the number of shares of Common Stock Stockholder Shares proposed to be soldTransferred by the Investor; (ciii) the proposed amount and form of consideration to be paid for such shares of Common Stock Stockholder Shares and the terms and conditions of payment offered by each proposed purchaserTransferee; (div) the aggregate number of shares of Common Stock Stockholder Shares held of record by CuraGen the Investor as of the close of business on the day immediately preceding prior to the date of the Tag-Along Notice (the “Tag-Along Notice Date”); (ev) the Tag-Along Stockholder’s Tag-Along Allotment Allotment, which shall be based upon the number of Stockholder Shares held of record by such Tag-Along Stockholder as of the close of business on the day immediately prior to the Tag-Along Notice Date, assuming the Tag-Along Stockholder elected to sell the maximum number of shares Stockholder Shares possible (such allotment subject to reduction on a pro rata basis depending upon the total number of Common Stock possibleStockholder Shares the Transferee is willing to acquire); and (fvi) the Tag-Along Sale Date.

Sale Notice. CuraGen The Selling Shareholder(s) shall provide each Tag-Along Stockholder Shareholder and the Company with written notice (the “"Tag-Along Sale Notice”") not less than 14 thirty (30) days prior to the proposed date of the Tag-Along Sale (the “"Tag-Along Sale Date”"). Each Tag-Along Sale Notice shall be accompanied by a copy of any agreement relating to the Tag-Along Sale (if available) and shall set forth: (ai) the name and address of each proposed purchaser of shares of Common Stock the Third Party in the Tag-Along Sale; (bii) the number of shares of Common Stock proposed to be soldTransferred by the Selling Shareholder(s); (ciii) the proposed amount and form of consideration to be paid for such shares of Common Stock expressed on a per share basis and the terms and conditions of payment offered by each proposed purchaserthe Third Party; (div) the aggregate number of shares of Common Stock the Company held of record by CuraGen the Selling Shareholder(s) as of the close of business on the day immediately preceding the date of the Tag-Along Notice (the “"Tag-Along Notice Date”"); (ev) confirmation that the Third Party has been informed of the "Tag-Along Stockholder’s Rights" provided for herein and has agreed to purchase shares from any Tag-Along Allotment assuming Shareholder in accordance with the Tag-Along Stockholder elected to sell the maximum number of shares of Common Stock possibleterms hereof; and (fvi) the Tag-Along Sale Date.

Sale Notice. CuraGen The Green Parties shall provide each Tag-Along Stockholder and the Company with written notice (the “Tag-Along Sale Notice”) not more than sixty (60) days nor less than 14 thirty (30) days prior to the proposed date of the Tag-Along Sale (the “Tag-Along Sale Date”). Each Tag-Along Sale Notice shall be accompanied by a copy of any written agreement relating to the Tag-Along Sale (if available) and shall set forth: (ai) the name and address of each proposed purchaser Transferee of shares of Common Stock Shares in the Tag-Along Sale; (bii) the number of shares of Common Stock Shares proposed to be soldTransferred by such Green Parties; (ciii) the proposed amount and form of consideration to be paid for such shares of Common Stock Shares and the terms and conditions of payment offered by each proposed purchaserTransferee; (div) the aggregate number of shares of Common Stock Shares held of record by CuraGen the Green Parties as of the close of business on the day immediately preceding prior to the date of the Tag-Along Sale Notice (the “Tag-Along Notice Date”); (ev) the Tag-Along Stockholder’s Tag-Along Allotment of Common Shares, assuming the Tag-Along Stockholder elected to sell the maximum number of shares Common Shares permissible; (vi) confirmation that the proposed Transferee has been informed of the “Tag-Along Rights” provided for herein and has agreed to purchase Common Stock possibleShares from any Tag-Along Stockholder in accordance with the terms hereof; and (fvii) the Tag-Along Sale Date.

Sale Notice. CuraGen The relevant Purchaser Parties shall provide each Tag-Along Stockholder and the Company with written notice (the “Tag"TAG-Along Sale Notice”ALONG SALE NOTICE") not more than sixty (60) days nor less than 14 fifteen (15) 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 be accompanied by a copy of any written agreement relating to the Tag-Along Sale (if available) and shall set forth: (ai) the name and address of each proposed purchaser Transferee of shares of Common Stock Shares in the Tag-Along Sale; (bii) the number of shares of Common Stock Shares proposed to be soldTransferred by such Purchaser Parties; (ciii) the proposed amount and form of consideration (including any potential adjustments to the consideration paid for such Shares contained in the written agreement relating to the Tag-Along Sale) to be paid for such shares of Common Stock Shares and the terms and conditions of payment offered by each proposed purchaserTransferee; (div) the aggregate number of shares of Common Stock Shares held of record by CuraGen the Purchaser Parties proposing to participate in a Tag-Along Sale as of the close of business on the day immediately preceding prior to the date of the Tag-Along Notice (the “Tag"TAG-Along Notice Date”ALONG NOTICE DATE"); (ev) the Tag-Along Stockholder’s 's Tag-Along Allotment assuming the Tag-Along Stockholder elected to sell the maximum number of shares Common Shares; (vi) confirmation that the proposed Transferee has been informed of Common Stock possiblethe "Tag-Along Rights" provided for herein and has agreed to purchase Shares from any Tag-Along Stockholder in accordance with the terms hereof; and (fvii) the Tag-Along Sale Date.

Sale Notice. CuraGen The relevant Purchaser Parties shall provide each Tag-Along Stockholder and the Company with written notice (the “"Tag-Along Sale Notice”") not more than sixty (60) days nor less than 14 thirty (30) days prior to the proposed date of the Tag-Along Sale (the “"Tag-Along Sale Date”"). Each Tag-Along Sale Notice shall be accompanied by a copy of any written agreement relating to the Tag-Along Sale (if available) and shall set forth: (ai) the name and address of each proposed purchaser of shares Transferee of Common Stock Shares in the Tag-Along Sale; (bii) the number of shares of Common Stock Shares proposed to be soldTransferred by such Purchaser Parties; (ciii) the proposed amount and form of consideration to be paid for such shares of Common Stock Shares and the terms and conditions of payment offered by each proposed purchaserTransferee; (div) the aggregate number of shares of Common Stock Shares held of record by CuraGen the Purchaser Parties as of the close of business on the day immediately preceding prior to the date of the Tag-Along Notice (the “"Tag-Along Notice Date”"); (ev) the Tag-Along Stockholder’s 's Tag-Along Allotment assuming the Tag-Along Stockholder elected to sell the maximum number of shares Common Shares possible; (vi) confirmation that the proposed Transferee has been informed of the "Tag-Along Rights" provided for herein and has agreed to purchase Common Stock possibleShares from any Tag-Along Stockholder in accordance with the terms hereof; and (fvii) the Tag-Along Sale Date.

Sale Notice. CuraGen The Transferor shall provide each Tag-Along Stockholder the Investor and the Company with written notice (the “Transferor Tag-Along Sale Notice”) not more than thirty (30) days nor less than 14 days ten (10) Business Days prior to the proposed date of the Transferor Tag-Along Sale (the “Transferor Tag-Along Sale Date”). Each Transferor Tag-Along Sale Notice shall be accompanied by a copy of any agreement relating to the Tag-Along Sale (if available) and shall set forth: (ai) the name and address of each proposed purchaser Transferee of shares of Common Stock Stockholder Shares in the Transferor Tag-Along SaleSale and the name and address of the Transferor(s); (bii) the number of shares of Common Stock Stockholder Shares proposed to be soldTransferred by the Transferor; (ciii) the proposed amount and form of consideration to be paid for such shares of Common Stock Stockholder Shares and the terms and conditions of payment offered by each proposed purchaserTransferee; (div) the aggregate number of shares of Common Stock Stockholder Shares held of record by CuraGen the Transferor as of the close of business on the day immediately preceding prior to the date of the Transferor Tag-Along Notice (the “Transferor Tag-Along Notice Date”); (ev) the Tag-Along StockholderInvestor’s Tag-Along Allotment assuming Allotment, which shall be based upon the number of Stockholder Shares held of record by the Investor as of the close of business on the day immediately prior to the Transferor Tag-Along Stockholder Notice Date, assuming the Investor elected to sell the maximum number of shares Stockholder Shares possible (such allotment subject to reduction on a pro rata basis depending upon the total number of Common Stock possibleStockholder Shares the Transferee is willing to acquire); and (fvi) the Transferor Tag-Along Sale Date.

Sale Notice. CuraGen The relevant Purchaser Parties shall provide each Tag-Along Stockholder and the Company with written notice (the “Tag-Along Sale Notice”) not more than sixty (60) days nor less than 14 thirty (30) days prior to the proposed date of the Tag-Along Sale (the “Tag-Along Sale Date”). Each Tag-Along Sale Notice shall be accompanied by a copy of any written agreement relating to the Tag-Along Sale (if available) and shall set forth: (ai) the name and address of each proposed purchaser Transferee of shares of Common Stock Shares in the Tag-Along Sale; (bii) the number of shares of Common Stock Shares proposed to be soldTransferred by such Purchaser Parties; (ciii) the proposed amount and form of consideration to be paid for such shares of Common Stock Shares and the terms and conditions of payment offered by each proposed purchaserTransferee; (div) the aggregate number of shares of Common Stock Shares held of record by CuraGen the Purchaser Parties as of the close of business on the day immediately preceding prior to the date of the Tag-Along Sale Notice (the “Tag-Along Notice Date”); (ev) the Tag-Along Stockholder’s Tag-Along Allotment assuming the Tag-Along Stockholder elected to sell the maximum number of shares Shares possible; (vi) confirmation that the proposed Transferee has been informed of Common Stock possiblethe Tag-Along Rights provided for herein and has agreed to purchase Shares from any Tag-Along Stockholder in accordance with the terms hereof; and (fvii) the Tag-Along Sale Date.

Sale Notice. CuraGen The Party proposing the Tag-Along Sale shall provide each Tag-Along Stockholder and the Company with written notice (the “"Tag-Along Sale Notice”") not less than 14 30 days prior to the proposed date of the Tag-Along Sale (the “"Tag-Along Sale Date”"). Each Tag-Along Sale Notice shall be accompanied by a copy of any agreement relating to the Tag-Along Sale (if available) and shall set forth: (ai) the name and address of each proposed purchaser of shares of Common Stock in the Tag-Along Sale; (bii) the number of shares of Common Stock proposed to be sold; (ciii) the proposed amount and form of consideration to be paid for such shares of Common Stock and the terms and conditions of payment offered by each proposed purchaser; (div) the aggregate number of shares of Common Stock held of record by CuraGen the Party proposing the Tag-Along Sale as of the close of business on the day immediately preceding the date of the Tag-Along Notice (the “"Tag-Along Notice Date”"); (ev) the Tag-Along Stockholder’s 's Tag-Along Allotment assuming the Tag-Along Stockholder elected to sell the maximum number of shares of Common Stock possible; (vi) confirmation that the proposed purchaser has been informed of the "Tag-Along Rights" provided for herein and has agreed to purchase shares of Common Stock from any Tag-Along Stockholder in accordance with the terms hereof; and (fvi) the Tag-Along Sale Date.