Common use of Notice of Intended Disposition Clause in Contracts

Notice of Intended Disposition. In the event any Owner of Purchased Shares in which Optionee has vested desires to accept a bona fide third-party offer for the transfer of any or all of such shares (the Purchased Shares subject to such offer to be hereinafter referred to as the "Target Shares"), Owner shall promptly (i) deliver to the Corporation written notice (the "Disposition Notice") of the terms of the offer, including the purchase price and the identity of the third-party offeror, and (ii) provide satisfactory proof that the disposition of the Target Shares to such third-party offeror would not be in contravention of the provisions set forth in Articles B and C.

Appears in 19 contracts

Samples: Stock Option Agreement (OccuLogix, Inc.), Stock Purchase Agreement (Nuvasive Inc), Stock Purchase Agreement (Broadcom Corp)

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Notice of Intended Disposition. In the event any Owner of Purchased Shares in which Optionee has vested desires to accept a bona fide third-party offer for the transfer of any or all of such shares (the Purchased Shares subject to such offer to be hereinafter referred to as the "Target Shares"), Owner shall promptly (i) deliver to the Corporation written notice (the "Disposition Notice") of the terms of the offer, including the purchase price and the identity of the third-party offeror, and (ii) provide satisfactory proof that the disposition of the Target Shares to such third-party offeror would not be in contravention of the provisions set forth in Articles B and C.

Appears in 10 contracts

Samples: Stock Purchase Agreement, Stock Option Agreement, Stock Purchase Agreement (Amyris Biotechnologies Inc)

Notice of Intended Disposition. In the event any Owner of Purchased Shares in which Optionee Participant has vested desires to accept a bona fide third-party offer for the transfer of any or all of such shares (the Purchased Shares subject to such offer to be hereinafter referred to as the "Target Shares"), Owner shall promptly (i) deliver to the Corporation written notice (the "Disposition Notice") of the terms of the offer, including the purchase price and the identity of the third-party offeror, and (ii) provide satisfactory proof that the disposition of the Target Shares to such third-party offeror would not be in contravention of the provisions set forth in Articles B and C.

Appears in 10 contracts

Samples: Stock Issuance Agreement (Nuvasive Inc), Stock Issuance Agreement (Nuvasive Inc), Stock Issuance Agreement (Affymax Inc)

Notice of Intended Disposition. In the event any Owner of Purchased Shares in which Optionee has vested desires to accept a bona fide third-party offer for the transfer of any or all of such shares (the Purchased Shares shares subject to such offer to be hereinafter referred to as the "Target Shares"), the Owner shall promptly (iA) deliver to the Corporation written notice (the "Disposition Notice") of the terms of the offer, including the purchase price proposed to be paid by the third-party offeror (the “Agreed Price”) and the identity of the third-party offeror, and (iiB) provide satisfactory proof that the disposition of the Target Shares to such third-party offeror would not be in contravention of the provisions set forth in Articles B and C.this Section 10.

Appears in 7 contracts

Samples: Restricted Stock Award Agreement (Atlantic Capital Bancshares, Inc.), Stock Option Agreement (Atlantic Capital Bancshares, Inc.), Restricted Stock Award Agreement (Atlantic Capital Bancshares, Inc.)

Notice of Intended Disposition. In the event any Owner of ------------------------------ Purchased Shares in which Optionee Participant has vested desires to accept a bona fide third-party offer for the transfer of any or all of such shares (the Purchased Shares subject to such offer to be hereinafter referred to as the "Target Shares"), Owner shall promptly (i) deliver to the Corporation written notice (the "Disposition Notice") of the terms of the offer, including the purchase price and the identity of the third-party offeror, and (ii) provide satisfactory proof that the disposition of the Target Shares to such third-party offeror would not be in contravention of the provisions set forth in Articles B and C.

Appears in 6 contracts

Samples: Stock Issuance Agreement (Ocen Communications Inc), Stock Issuance Agreement (Prime Response Inc/De), Stock Issuance Agreement (Siebel Systems Inc)

Notice of Intended Disposition. In the event any Owner of ------------------------------ Purchased Shares in which Optionee has vested desires to accept a bona fide third-party offer for the transfer of any or all of such shares (the Purchased Shares subject to such offer to be hereinafter referred to as the "Target Shares"), Owner shall promptly (i) deliver to the Corporation written notice (the "Disposition Notice") of the terms of the offer, including the purchase price and the identity of the third-party offeror, and (ii) provide satisfactory proof that the disposition of the Target Shares to such third-party offeror would not be in contravention of the provisions set forth in Articles B and C.

Appears in 5 contracts

Samples: Naviant Technology (Naviant Inc), Stock Purchase Agreement (Sequenom Inc), Stock Option Agreement (Hall Kinion & Associates Inc)

Notice of Intended Disposition. In the event any Owner of Purchased Shares in which Optionee Purchaser has vested desires to accept a bona fide third-party offer for the transfer of any or all of such shares (the Purchased Shares subject to such offer to be hereinafter referred to as the "Target Shares"), Owner shall promptly (i) deliver to the Corporation written notice (the "Disposition Notice") of the terms of the offer, including the purchase price and the identity of the third-party offeror, and (ii) provide satisfactory proof that the disposition of the Target Shares to such third-party offeror would not be in contravention of the provisions set forth in Articles B and C.

Appears in 5 contracts

Samples: Restricted Stock Purchase Agreement (Jetblue Airways Corp), Restricted Stock Purchase Agreement (Jetblue Airways Corp), Restricted Stock Purchase Agreement (Jetblue Airways Corp)

Notice of Intended Disposition. In the event any Owner of Purchased Shares in which Optionee has vested desires to accept a bona fide third-party offer for the transfer of any or all of such shares (the Purchased Shares subject to such offer to be hereinafter referred to as the "Target Shares"), Owner shall promptly (ia) deliver to the Corporation Company written notice (the "Disposition Notice") of the terms of the offer, including the purchase price and the identity of the third-party offeror, and (iib) provide satisfactory proof that the disposition of the Target Shares to such third-party offeror would not be in contravention of the provisions set forth in Articles B and C.Section 2.

Appears in 3 contracts

Samples: Stock Option Agreement (Vital Farms, Inc.), Stock Option Agreement (Vital Farms, Inc.), Stock Option Agreement (Vital Farms, Inc.)

Notice of Intended Disposition. In the event any Owner of Purchased ------------------------------ Shares in which Optionee has vested desires to accept a bona fide third-party offer for the transfer of any or all of such shares (the Purchased Shares subject to such offer to be hereinafter referred to as the "Target Shares"), Owner shall promptly (i) deliver to the Corporation written notice (the "Disposition Notice") of the terms of the offer, including the purchase price and the identity of the third-third- party offeror, and (ii) provide satisfactory proof that the disposition of the Target Shares to such third-party offeror would not be in contravention of the provisions set forth in Articles B and C.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Prime Response Inc/De), Stock Purchase Agreement (Prime Response Group Inc/De)

Notice of Intended Disposition. In the event any Owner of Purchased Shares in which Optionee Participant has vested desires to accept a bona fide third-party offer for the transfer of any or all of such shares (the Purchased Shares subject to such offer to be hereinafter referred to as the "Target Shares"), Owner shall promptly (i) deliver to the Corporation written notice (the "Disposition Notice") of the terms of the offer, including the purchase price and the identity of the third-party offerorofferer, and (ii) provide satisfactory proof that the disposition of the Target Shares to such third-party offeror would not be in contravention of the provisions set forth in Articles B and C.

Appears in 1 contract

Samples: Stock Option Agreement (OccuLogix, Inc.)

Notice of Intended Disposition. In the event any Owner of ------------------------------ Purchased Shares in which Optionee has vested desires to accept a bona fide third-party offer for the transfer of any or all of such shares (the Purchased Shares subject to such offer to be hereinafter referred to as the "Target Shares"), Owner shall promptly (i) deliver to the Corporation Company written notice (the "Disposition Notice") of the terms of the offer, including the purchase price and the identity of the third-party offeror, and (ii) provide satisfactory proof that the disposition of the Target Shares to such third-party offeror would not be in contravention of the provisions set forth in Articles B and C.

Appears in 1 contract

Samples: Corporation Stock Purchase Agreement (Clearcommerce Corp)

Notice of Intended Disposition. In the event Stockholder or any Owner subsequent holder of Purchased Shares the Stock who derive their chain of ownership through a transfer of Stock permitted by Section 1(d) (the “Owner”) of Stock in which Optionee Stockholder has vested desires to accept a bona fide third-party offer for the transfer of any or all of such shares (the Purchased Shares Stock subject to such offer to be hereinafter referred to as the "Target Shares"), Owner shall promptly (i) deliver to the Corporation Company written notice (the "Disposition Notice") of the terms of the offer, including the purchase price and the identity of the third-party offeror, and (ii) provide satisfactory proof that the disposition of the Target Shares to such third-party offeror would not be in contravention of the provisions set forth in Articles B Sections 1, 2 and C.7.

Appears in 1 contract

Samples: Stock Issuance Agreement (Mast Therapeutics, Inc.)

Notice of Intended Disposition. In the event any Owner of Purchased Restricted Shares in which Optionee Participant has vested desires to accept a bona fide third-party offer for the transfer of any or all of such shares (the Purchased Restricted Shares subject to such offer to be hereinafter referred to as the "Target Shares"), Owner shall promptly (i) deliver to the Corporation written notice (the "Disposition Notice") of the terms of the offer, including the purchase price and the identity of the third-party offeror, and (ii) provide satisfactory proof that the disposition of the Target Shares to such third-party offeror would not be in contravention of the provisions set forth in Articles B and C.

Appears in 1 contract

Samples: Restricted Stock Grant Agreement (Ceres, Inc.)

Notice of Intended Disposition. In the event any Owner of Purchased Shares in which Optionee has vested an Investor desires to accept a bona fide third-party offer for involving the transfer Transfer of any or all of such shares the Shares (the Purchased Shares shares subject to such offer to be hereinafter referred to as offer, the "Target Shares"), Owner shall such Investor (a “Selling Investor”) will promptly (i) deliver to the Corporation Secretary of the Company written notice (the "Disposition Notice") of the terms and conditions of the offer, including without limitation a description of the Target Shares, the purchase price and the identity of the third-third party offeror, and (ii) provide satisfactory proof that the disposition of the Target Shares to such third-third party offeror would not be in contravention of the provisions provision set forth in Articles B and C.Section 3.5.

Appears in 1 contract

Samples: Investment Agreement (Viador Inc)

Notice of Intended Disposition. In the event any Owner of Purchased Shares in which Optionee has vested desires to accept a bona fide third-party offer for the transfer of any or all of such shares the Purchased Shares (the Purchased Shares subject to such offer to be hereinafter referred to as the "Target Shares"), Owner Optionee shall promptly (i) deliver to the Corporation Company written notice (the "Disposition Notice") of the terms of the offer, including the purchase price and the identity of the third-party offeror, and (ii) provide satisfactory proof that the disposition of the Target Shares to such third-party offeror would not be in contravention of the provisions set forth in Articles B Sections 2 and C.3.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ipg Photonics Corp)

Notice of Intended Disposition. In the event any Owner of Purchased Shares in which Optionee has vested desires to accept a bona fide third-party offer for the transfer of any or all of such shares (the Purchased Shares subject to such offer to be hereinafter referred to as the "Target Shares"), Owner shall promptly (i) deliver to the Corporation Company written notice (the "Disposition Notice") of the terms of the offer, including the purchase price and the identity of the third-party offeror, and (ii) provide satisfactory proof that the disposition of the Target Shares to such third-party offeror would not be in contravention of the provisions set forth in Articles B and C.

Appears in 1 contract

Samples: Share Option Agreement (ALPHA & OMEGA SEMICONDUCTOR LTD)

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Notice of Intended Disposition. In the event any Owner of Purchased Shares in which Optionee has vested the Investor desires to accept a bona fide third-party offer for the transfer of Warrant or any or all of such shares the Warrant Shares (the Purchased Shares Warrant or Warrant shares subject to such offer to be hereinafter referred to as called, solely for the purposes of the First Refusal Right, the "Target Shares"), Owner the Investor shall promptly (i) deliver to the Corporation Secretary of the Company written notice (the "Disposition Notice") of the offer and the basic terms of the offerand conditions thereof, including the proposed purchase price and the identity of the third-party offerorprice, and (ii) provide satisfactory proof representations that the disposition of the Target Shares to such the third-party offeror would not be in contravention of the provisions set forth in Articles B this Agreement and C.the Warrant.

Appears in 1 contract

Samples: Warrant Purchase Agreement (Lawson Software Inc)

Notice of Intended Disposition. In the event any Owner of Purchased Shares in which Optionee has vested desires to accept a bona fide third-party offer for the transfer of any or all of such shares (the Purchased Shares shares subject to such offer to be hereinafter referred to as the "Target Shares"), the Owner shall promptly (iA) deliver to the Corporation written notice (the "Disposition Notice") of the terms of the offer, including the purchase price proposed to be paid by the third-party offeror (the “Agreed Price”) and the identity of the third-third- party offeror, and (iiB) provide satisfactory proof that the disposition of the Target Shares to such third-party offeror would not be in contravention of the provisions set forth in Articles B and C.this Section 10.

Appears in 1 contract

Samples: Stock Option Agreement (Pokertek Inc)

Notice of Intended Disposition. In the event any the Owner of Purchased Shares in which Optionee has vested desires to accept a bona fide third-party offer for the transfer of any or all of such shares (the Purchased Shares (the shares subject to such offer to be hereinafter referred to as called, solely for the purposes of this Article IV, the "Target Shares"), Owner shall promptly (i) deliver to the Secretary of the Corporation written notice (the "Disposition Notice") of the offer and the basic terms of the offerand conditions thereof, including the proposed purchase price and the identity of the third-party offerorprice, and (ii) provide satisfactory proof that the disposition of the Target Shares to such the third-party offeror would not be in contravention of the provisions set forth representations made by Optionee in Articles B and C.Article II of this Agreement.

Appears in 1 contract

Samples: Corporation Stock Option Agreement (HNC Software Inc/De)

Notice of Intended Disposition. In the event any Owner of Purchased ------------------------------ Shares in which Optionee has vested desires to accept a bona fide third-party offer for the transfer of any or all of such shares (the Purchased Shares subject to such offer to be hereinafter referred to as the "Target Shares"), Owner shall promptly (i) deliver to the Corporation written notice (the "Disposition Notice") of the terms of the offer, including the purchase price and the identity of the third-party offeror, and (ii) provide satisfactory proof that the disposition of the Target Shares to such third-party offeror would not be in contravention of the provisions set forth in Articles B and C.

Appears in 1 contract

Samples: Stock Pledge Agreement (Releasenow Com Corp)

Notice of Intended Disposition. In the event any Owner of Purchased Issued Shares in which Optionee Participant has vested and the Repurchase Right has lapsed desires to accept a bona fide third-party offer for the transfer of any or all of such shares (the Purchased Issued Shares subject to such offer to be hereinafter referred to as the "Target Shares"), Owner shall promptly (i) deliver to the Corporation written notice (the "Disposition Notice") of the terms of the offer, including the purchase price and the identity of the third-party offeror, and (ii) provide satisfactory proof that the disposition of the Target Shares to such third-party offeror would not be in contravention of the provisions set forth in Articles B and C.

Appears in 1 contract

Samples: Stock Issuance Agreement (Veritone, Inc.)

Notice of Intended Disposition. In the event any Owner of Purchased Shares in which Optionee has vested desires to accept a bona fide third-party offer for the transfer of any or all of such shares the Purchased Shares (the Purchased Shares subject to such offer to be hereinafter referred to as the "Target Shares"), Owner Optionee shall promptly (i) deliver to the Corporation written notice (the "Disposition Notice") of the terms of the offer, including the purchase price and the identity of the third-party offeror, and (ii) provide satisfactory proof that the disposition of the Target Shares to such third-party offeror would not be in contravention of the provisions set forth in Articles B and C.

Appears in 1 contract

Samples: Stock Option Agreement (Amyris, Inc.)

Notice of Intended Disposition. In the event any Owner of Purchased Issued Shares in which Optionee Participant has vested desires to accept a bona fide third-party offer for the transfer of any or all of such shares (the Purchased Issued Shares subject to such offer to be hereinafter referred to as the "Target Shares"), Owner shall promptly (i) deliver to the Corporation written notice (the "Disposition Notice") of the terms of the offer, including the purchase price and the identity of the third-party offeror, and (ii) provide satisfactory proof that the disposition of the Target Shares to such third-party offeror would not be in contravention of the provisions set forth in Articles B and C.

Appears in 1 contract

Samples: Stock Issuance Agreement (Veritone, Inc.)

Notice of Intended Disposition. In the event any Owner of ------------------------------ Purchased Shares in which Optionee Participant has vested desires to accept a bona fide third-party offer for the transfer of any or all of such shares (the Purchased Shares subject to such offer to be hereinafter referred to as the "Target Shares"), Owner shall promptly (i) deliver to the Corporation Company written notice (the "Disposition Notice") of the terms of the offer, including the purchase price and the identity of the third-party offeror, and (iih) provide satisfactory proof that the disposition of the Target Shares to such third-party offeror would not be in contravention of the provisions set forth in Articles B and C.

Appears in 1 contract

Samples: Agreement (Clearcommerce Corp)

Notice of Intended Disposition. In the event any Owner of Purchased Shares in which Optionee Participant has vested desires to accept a bona fide third-party offer for the transfer of any or all of such shares (the Purchased Shares subject to such offer to be hereinafter referred to as the "Target Shares"), Owner shall promptly (i) deliver to the Corporation written notice (the "Disposition Notice") of the terms of the offer, including the purchase price and the identity of the third-party offeror, and (ii) provide satisfactory proof that the disposition of the Target Shares to such third-party offeror would not be in contravention of the provisions set forth in Articles B and C.

Appears in 1 contract

Samples: Stock Issuance Agreement (Upek Inc)

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