Common use of Notice of Intended Disposition Clause in Contracts

Notice of Intended Disposition. In the event the Recipient desires to accept a bona fide third-party offer for the transfer in a private sale of any or all of the Restricted Shares (the Restricted Shares subject to such offer to be hereinafter referred to as the "Target Shares"), the Recipient shall promptly (i) deliver to the 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 Sections 2 and 3. The transfer of such shares shall not occur unless the transferee agrees in writing to be bound by the terms of this Agreement, including, without limitation, the First Refusal Right, the Market Stand-Off, the Drag-Along Right and the Lock-Up Agreement.