Common use of Sale Notice Clause in Contracts

Sale Notice. The Initiating Seller shall notify the Company, and the Company shall promptly notify the Drag-Along Seller in writing of such proposed Transfer (the "Sale Notice"). The Sale Notice shall set forth (a) the name and address of the Proposed Transferee and (b) a copy of the written proposal pursuant to which the Drag-Along Sale will be effected, containing all of the material terms and conditions thereof, including (1) the number of shares of Stock (calculated on a fully diluted, as converted basis) proposed to be transferred by the Initiating Seller, (2) the applicable Drag-Along Amount, (3) the price per share of Stock to be paid, (4) the terms and conditions of payment offered by the Proposed Transferee, (5) whether the Initiating Seller has determined to exercise the Drag-Along Right, (6) in the event the Initiating Seller has determined to exercise the Drag-Along Right, that the Proposed Transferee has been informed of the Drag-Along Right provided for in this Section 8(c) and has agreed to purchase the applicable Drag-Along Amount in accordance with the terms hereof and (7) the date and location of and procedures for selling Stock to the Proposed Transferee.

Sale Notice. The Initiating Seller shall notify the Company, and the Company shall promptly notify the Drag-Along Seller in writing of such proposed Transfer (the "Sale Notice"). The Sale Notice shall set forth (a) the name and address of the Proposed Transferee and (b) a copy of the written proposal pursuant to which the Drag-Along Sale will be effected, containing all of the material terms and conditions thereof, thereof including (1) the number of shares of Stock (calculated on a fully diluted, as converted basis) proposed to be transferred by the Initiating Seller, (2) the applicable Drag-Along Amount, (3) the price per share of Stock to be paid, (4) the terms and conditions of payment offered by the Proposed Transferee, (5) whether the Initiating Seller has determined to exercise the Drag-Along Right, (6) in the event the Initiating Seller has determined to exercise the Drag-Along Right, that the Proposed Transferee has been informed of the Drag-Along Right provided for in this Section 8(c) and has agreed to purchase the applicable Drag-Along Amount in accordance with the terms hereof and (7) the date and location of and procedures for selling Stock to the Proposed Transferee.

Sale Notice. The Initiating Seller shall notify the Company, and ----------- the Company shall promptly notify the Drag-Along Seller Sellers in writing of such proposed Transfer (the "Sale Notice"). The Sale Notice shall set forth (a) the ----------- name and address of the Proposed Transferee and (b) a copy of the written proposal pursuant to which the Drag-Along Sale of the Company will be effected, effected containing all of the material terms and conditions thereof, including (1i) the number of shares of Capital Stock (calculated on a fully diluted, as converted converted, basis) proposed to be transferred by the Initiating initiating Seller, (2ii) the applicable Drag-Along Amount, (3iii) the price per share of Capital Stock (per series) to be paid, (4iv) the terms and conditions of payment offered by the Proposed TransfereeTransferee and, in the case of consideration in whole or in part other than cash, the fair market value thereof as determined in good faith by the Board, which determination shall be evidenced by a Board resolution filed with the minutes of the Company, (5v) whether the Initiating Seller has determined to exercise the Drag-Along Right, (6vi) in the event the Initiating Seller has determined to exercise the Drag-Along Right, that the Proposed Transferee has been informed of the Drag-Along Right provided for in this Section 8(c) Article 3 and has agreed to purchase the applicable Drag-Along Amount in accordance with the terms hereof and to be bound by such terms subsequent to such purchase to the same extent as the Drag-Along Seller immediately prior to that sale and (7vii) the date and location of and procedures for selling shares of Capital Stock to the Proposed Transferee.

Sale Notice. The Initiating Seller shall notify the Company, and the Company shall promptly notify the Drag-Along Seller in writing of such proposed Transfer (the "Sale Notice"). The Sale Notice shall set forth (a) the name and address of the Proposed Transferee and (b) 7 7 a copy of the written proposal pursuant to which the Drag-Along Sale will be effected, containing all of the material terms and conditions thereof, including (1) the number of shares of Stock (calculated on a fully diluted, as converted basis) proposed to be transferred by the Initiating Seller, (2) the applicable Drag-Along Amount, (3) the price per share of Stock to be paid, (4) the terms and conditions of payment offered by the Proposed Transferee, (5) whether the Initiating Seller has determined to exercise the Drag-Along Right, (6) in the event the Initiating Seller has determined to exercise the Drag-Along Right, that the Proposed Transferee has been informed of the Drag-Along Right provided for in this Section 8(c) and has agreed to purchase the applicable Drag-Along Amount in accordance with the terms hereof and (7) the date and location of and procedures for selling Stock to the Proposed Transferee.

Sale Notice. The Initiating Seller shall notify the Company, and the Company shall promptly notify the Drag-Along Seller other Stockholders in writing of such proposed Transfer (the "“Sale Notice"”). The Sale Notice shall set forth (a) the name and address of the Proposed Transferee and (b) a copy of the written proposal pursuant to which the Drag-Along Sale of the Company will be effected, effected containing all of the material terms and conditions thereof, including (1i) the number of shares of Stock Shares (calculated on a fully diluted, as converted converted, basis) proposed to be transferred by the Initiating Seller, (2ii) the applicable Drag-Along Amount, (3iii) the price per share of Stock Share to be paid, (4iv) the terms and conditions of payment offered by the Proposed TransfereeTransferee and, in the case of consideration in whole or in part other than cash, the fair market value thereof as determined in good faith by the Board, which determination shall be evidenced by a Board resolution filed with the minutes of the Company, (5v) whether the Initiating Seller has determined to exercise the Drag-Along Right, (6vi) in the event the Initiating Seller has determined to exercise the Drag-Along Right, that the Proposed Transferee has been informed of the Drag-Along Right provided for in this Section 8(c) Article 4 and has agreed to purchase the applicable Drag-Along Amount in accordance with the terms hereof and to be bound by such terms subsequent to such purchase to the same extent as the Drag-Along Seller immediately prior to that sale and (7vii) the date and location of and procedures for selling Stock Shares to the Proposed Transferee.