Common use of Notice of Proposed Transfer Clause in Contracts

Notice of Proposed Transfer. The Holder of the Shares shall --------------------------- deliver to the Parent a written notice (the "Notice") stating: (i) the Holder's ------ bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee ("Proposed Transferee"); (iii) the ------------------- number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the "Offered Price"), and the Holder shall offer the Shares ------------- at the Offered Price to the Parent or its assignee(s).

Appears in 11 contracts

Samples: Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp)

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Notice of Proposed Transfer. The Holder of the Offered Shares --------------------------- shall --------------------------- deliver to the Parent Company a written notice (the "Notice") stating: (i) the Holder's ------ bona fide intention to sell or otherwise transfer such the Offered Shares; (ii) the name of each proposed bona fide purchaser or other transferee (the "Proposed Transferee"); (iii) the ------------------- number of Offered Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Offered Shares (the "Offered Price"), ; and (v) that the Holder shall acknowledges this Notice is an offer to sell the Offered Shares ------------- to the Company and/or its assignee(s) pursuant to the Company's Right of First Refusal at the Offered Price to the Parent or its assignee(s)as provided for in this Exercise Agreement.

Appears in 5 contracts

Samples: Stock Option Agreement (Tibco Software Inc), Stock Option Agreement (Tibco Software Inc), Stock Option Agreement (Tibco Software Inc)

Notice of Proposed Transfer. The Holder of the Shares shall will --------------------------- deliver to the Parent Company a written notice (the "Notice") stating: (i) the ------ Holder's ------ bona fide intention to sell or otherwise transfer such the Offered Shares; (ii) the name of each proposed purchaser or other transferee ("Proposed -------- Transferee"); (iii) the ------------------- number of Offered Shares to be transferred to each ---------- Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Offered Shares (the "Offered Price"), ; ------------- and (v) that the Holder shall will offer to sell the Offered Shares ------------- to the Company and/or its assignee(s) at the Offered Price to the Parent or its assignee(s)as provided in this Section.

Appears in 4 contracts

Samples: Restricted Stock Purchase Agreement (Lexar Media Inc), Restricted Stock Purchase Agreement (Onsale Inc), Restricted Stock Purchase Agreement (Onsale Inc)

Notice of Proposed Transfer. The Holder of the Shares shall --------------------------- deliver to the Parent a written notice (the "Notice") stating: (i) the Holder's ------ bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee ("Proposed Transferee"); (iii) the ------------------- number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the "Offered Price"), and the Holder shall offer the Shares ------------- at the Offered Price to the Parent or its assignee(s).

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp)

Notice of Proposed Transfer. The Holder of the Shares shall --------------------------- deliver to the Parent --------------------------- Company a written notice (the "Notice") stating: (i) the Holder's ------ bona fide intention to sell or otherwise transfer such Warrants or Converted Shares, as the case may be; (ii) the name of each proposed purchaser or other transferee ("Proposed Transferee"); (iii) the ------------------- number of Warrants or Converted Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Warrants or the Converted Shares (the "Offered Price"), and the Holder shall offer the Warrants or the Converted Shares ------------- at the Offered Price to the Parent Company or its assignee(s).

Appears in 2 contracts

Samples: Pointcast Inc, Usweb Corp

Notice of Proposed Transfer. The Holder of the Offered --------------------------- Shares shall --------------------------- deliver to the Parent Company a written notice (the "Notice") stating: (i) the Holder's ------ bona fide intention to sell or otherwise transfer such the Offered Shares; (ii) the name of each proposed bona fide purchaser or other transferee (the "Proposed Transferee"); (iii) the ------------------- number of Offered Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Offered Shares (the "Offered Price"), ; and (v) that the Holder shall acknowledges this Notice is an offer to sell the Offered Shares ------------- to the Company and/or its assignee(s) pursuant to the Company's Right of First Refusal at the Offered Price to the Parent or its assignee(s)as provided for in this Exercise Agreement.

Appears in 2 contracts

Samples: Stock Option Exercise Agreement (Tibco Software Inc), Stock Option Agreement (Tibco Software Inc)

Notice of Proposed Transfer. The Holder of the Shares shall will --------------------------- deliver to the Parent Company a written notice (the "Notice") stating: (i) the Holder's ------ bona fide intention to sell or otherwise transfer such the Offered Shares; (ii) the name and address of each proposed purchaser or other transferee ("Proposed Transferee"); (iii) the ------------------- number of Offered Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Offered Shares (the "Offered Price"), ; and (v) that the Holder shall will offer to sell the Offered Shares ------------- to the Company and/or its assignee(s) at the Offered Price to the Parent or its assignee(s)as provided in this Section.

Appears in 2 contracts

Samples: Restricted Stock Purchase Agreement (Lexar Media Inc), Restricted Stock Purchase Agreement (Lexar Media Inc)

Notice of Proposed Transfer. The Holder of the Offered Shares shall --------------------------- deliver to the Parent Company a written notice (the "Notice") stating: (i) the Holder's ------ bona fide intention to sell or otherwise transfer such the Offered Shares; (ii) the name of each proposed bona fide purchaser or other transferee ("Proposed Transferee"); (iii) the ------------------- number of Offered Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Offered Shares (the "Offered Price"), ; and (v) that the Holder shall will offer to sell the Offered Shares ------------- to the Company and/or its assignee(s) at the Offered Price to the Parent or its assignee(s)as provided in this Section.

Appears in 2 contracts

Samples: Form of Stock Option Exercise Agreement (Gas & Oil Technology Inc), Stock Option Agreement (Netscreen Technologies Inc)

Notice of Proposed Transfer. The Holder of the Shares shall --------------------------- deliver to the Parent Company a written notice (the "Notice") stating: (i) the Holder's ------ bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee ("Proposed Transferee"); (iii) the ------------------- number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the "Offered Price"), and the Holder shall offer the Shares ------------- at the Offered Price to the Parent Company or its assignee(s).

Appears in 1 contract

Samples: Option Agreement (Vicinity Corp)

Notice of Proposed Transfer. The Holder of the Shares shall will --------------------------- deliver to the Parent Company a written notice (the "Notice") stating: (i) the Holder's ------ bona fide intention to sell or otherwise transfer such the Offered Shares; (ii) the name of each proposed purchaser or other transferee ("Proposed Transferee"); ------------------- (iii) the ------------------- number of Offered Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Offered Shares (the "Offered Price"), ; and (v) ------------- that the Holder shall will offer to sell the Offered Shares ------------- to the Company and/or its assignee(s) at the Offered Price to the Parent or its assignee(s)as provided in this Section.

Appears in 1 contract

Samples: Assignment Agreement (Liquid Audio Inc)

Notice of Proposed Transfer. The Holder of the Shares shall --------------------------- deliver to the Parent Company a written notice (the "Notice") stating: (i) the Holder's ------ bona fide intention to sell or otherwise transfer such the Offered Shares; (ii) the name of each proposed bona fide purchaser or other transferee ("Proposed -------- Transferee"); (iii) the ------------------- number of Offered Shares to be transferred to each ---------- Proposed Transferee; and , (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Offered Shares (the "Offered Price"), ; ------------- and (v) that the Holder shall will offer to sell the Offered Shares ------------- to the Company and/or its assignee(s) at the Offered Price to the Parent or its assignee(s)as 'provided in this Section.

Appears in 1 contract

Samples: Employment Agreement (Centaur Pharmaceuticals Inc)

Notice of Proposed Transfer. The Holder of the Shares shall --------------------------- deliver to the Parent Company a written notice (the "Notice") stating: (i) the ------ Holder's ------ bona fide intention to sell or otherwise transfer such the Offered Shares; (ii) the name of each proposed bona fide purchaser or other transferee ("Proposed Transferee"); (iii) the ------------------- number of Offered Shares to be transferred to --------------------- each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Offered Shares (the "Offered ------- Price"), ; and (v) that the Holder shall will offer to sell the Offered Shares ------------- to the Company and/or its assignee(s) at the Offered Price to the Parent or its assignee(s)as provided in this Section.

Appears in 1 contract

Samples: Stock Pledge Agreement (Onsale Inc)

Notice of Proposed Transfer. The Holder of the Option Shares --------------------------- shall --------------------------- deliver to the Parent Company a written notice (the "Notice") stating: (i) the Holder's ------ bona fide intention to sell or otherwise transfer such the Option Shares; (ii) the name of each proposed purchaser or other transferee (each, a "Proposed Transferee"); (iii) the ------------------- number of Option Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration payable by each Proposed Transferee for which the Holder proposes to transfer the Option Shares (the "Offered Price"), and the Holder shall offer the Option Shares ------------- at the Offered Price to the Parent Company or its assignee(s).

Appears in 1 contract

Samples: Incentive Stock Option Agreement (Petsmart Com Inc)

Notice of Proposed Transfer. The Holder of the Offered Shares --------------------------- shall --------------------------- deliver to the Parent Company a written notice (the "Notice") stating: (i) the ------ Holder's ------ bona fide intention to sell or otherwise other transfer such the Offered Shares; (ii) the name of each proposed bona fide purchaser or other transferee ("Proposed -------- Transferee"); (iii) the ------------------- number of Offered Shares to be transferred to each ---------- Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Offered Shares (the "Offered Price"), ; ------------- and (v) that the Holder shall will offer to sell the Offered Shares ------------- to the Company and/or its assignee(s) at the Offered Price to the Parent or its assignee(s)as provided in this Section.

Appears in 1 contract

Samples: Stock Option Agreement (E Trade Group Inc)

Notice of Proposed Transfer. The Holder of the Shares shall --------------------------- deliver to the Parent Company a written notice (the "Notice") stating: (i) the Holder's ------ bona fide intention to sell or otherwise transfer such the Offered Shares; (ii) the name of each proposed bona fide purchaser or other transferee ("Proposed Transferee"); (iii) the ------------------- number of Offered Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Offered Shares (the "Offered Price"), ; and (v) that the Holder shall will offer to sell the Offered Shares ------------- to the Company and/or its assignee(s) at the Offered Price to the Parent or its assignee(s)as provided in this Section.

Appears in 1 contract

Samples: Stock Pledge Agreement (Medical Science Systems Inc)

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Notice of Proposed Transfer. The Holder of the Shares shall will --------------------------- deliver to the Parent Company a written notice (the "Notice") stating: (i) the Holder's ------ bona fide intention to sell or otherwise transfer such the Offered Shares; (ii) the name of each proposed purchaser or other transferee ("Proposed Transferee"); (iii) the ------------------- number of Offered Shares to be transferred to each Proposed -------- Transferee; and (iv) the bona fide cash price or other consideration for which the ---------- Holder proposes to transfer the Offered Shares (the "Offered Price"), ; and (v) ------------- that the Holder shall will offer to sell the Offered Shares ------------- to the Company and/or its assignee(s) at the Offered Price to the Parent or its assignee(s)as provided in this Section.

Appears in 1 contract

Samples: Restricted Stock Purchase Agreement (Liquid Audio Inc)

Notice of Proposed Transfer. The Holder of the Shares shall --------------------------- deliver to the Parent Company a written notice (the "Notice") stating: stating (i) the ------ Holder's ------ bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee ("Proposed -------- Transferee"); (iii) the ------------------- number of Shares to be transferred to each Proposed ---------- Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the "Offered Price"), ; and (v) ------------- that the Holder shall offer to sell the Shares ------------- at the Offered Price to the Parent or its assignee(s)Company.

Appears in 1 contract

Samples: License Agreement (Centaur Pharmaceuticals Inc)

Notice of Proposed Transfer. The Holder of the Offered Shares shall --------------------------- will deliver to the Parent Company a written notice (the "Notice") stating: (i) the Holder's ------ ’s bona fide intention to sell or otherwise transfer such the Offered Shares; (ii) the name of each proposed purchaser or other transferee ("Proposed Transferee"); (iii) the ------------------- number of Offered Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to sell or transfer the Offered Shares (the "Offered Price"), ; and (v) that the Holder shall will offer to sell the Offered Shares ------------- to the Company and/or its assignee(s) at the Offered Price to the Parent or its assignee(s)as provided for in this Section 4.

Appears in 1 contract

Samples: Restricted Stock Purchase Agreement (AquaBounty Technologies, Inc.)

Notice of Proposed Transfer. The Holder of the Shares shall will --------------------------- deliver to the Parent Company a written notice (the "Notice") stating: (i) the Holder's ------ bona fide intention to sell or otherwise transfer such the Offered Shares; (ii) the name of each proposed purchaser or other transferee ("Proposed Transferee"); ------------------- (iii) the ------------------- number of Offered Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Offered Shares (the "Offered Price"), ; and (v) ------------- that the Holder shall will offer to sell the Offered Shares ------------- to the Company and/or its assignee(s) at the Offered Price to the Parent or its assignee(s)as provided in this Section.

Appears in 1 contract

Samples: Restricted Stock Purchase Agreement (Liquid Audio Inc)

Notice of Proposed Transfer. The Holder of the Shares shall Preferred Stock --------------------------- will deliver to the Parent Company a written notice (the "Notice") stating: (i) the ------ Holder's ------ bona fide intention to sell or otherwise transfer such Sharesthe Offered Stock; (ii) the name of each proposed purchaser Purchaser or other transferee ("Proposed -------- Transferee"); (iii) the ------------------- number of Shares shares of Offered Stock to be transferred to ---------- each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares Offered Stock (the "Offered ------- Price"), ; and (v) that the Holder shall will offer to sell the Shares ------------- Offered Stock to the ----- Company at the Offered Price to the Parent or its assignee(s)as provided in this Section.

Appears in 1 contract

Samples: S Rights Agreement (Marketfirst Software Inc)

Notice of Proposed Transfer. The Holder of the Shares shall --------------------------- deliver to the Parent --------------------------- Company a written notice (the "Notice") stating: (i) the Holder's ------ bona fide intention to sell or otherwise transfer such SharesWarrant Stock; (ii) the name of each proposed purchaser or other transferee ("Proposed Transferee"); (iii) the ------------------- number of Shares shares of Warrant Stock to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares Warrant Stock (the "Offered Price"), and the Holder shall offer the Shares ------------- Warrant Stock at the Offered Price to the Parent Company or its assignee(s).

Appears in 1 contract

Samples: Usweb Corp

Notice of Proposed Transfer. The Holder of the Shares shall --------------------------- deliver to the Parent Company a written notice (the "Notice") stating: (i) the ------ Holder's ------ bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee ("Proposed Transferee"); (iii) the ------------------- number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the "Offered Price"), and the Holder shall offer the Shares ------------- at the Offered Price to the Parent Company or its assignee(s).

Appears in 1 contract

Samples: Elaine Hamilton Non Statutory Stock Option Agreement (Vicinity Corp)

Notice of Proposed Transfer. The Holder of the Shares Offered Interest shall --------------------------- deliver to the Parent Company a written notice (the "Notice") stating: (i) the Holder's ------ bona fide intention to sell or otherwise transfer such Sharesthe Offered Interest; (ii) the name of each proposed bona fide purchaser or other transferee ("Proposed TransfereePROPOSED TRANSFEREE"); (iii) the ------------------- number proportion of Shares the Offered Interest to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares Offered Interest (the "Offered PriceOFFERED PRICE"), ; and (v) that the Holder shall will offer to sell the Shares ------------- Offered Interest to the Company and/or its assignee(s) at the Offered Price to the Parent or its assignee(s)as provided in this Section.

Appears in 1 contract

Samples: Option Agreement (Marketwatch Com Inc)

Notice of Proposed Transfer. The Holder of the Shares shall --------------------------- deliver to the Parent Company a written notice (the "NoticeNOTICE") stating: (i) the Holder's ------ bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (a "Proposed TransfereePROPOSED TRANSFEREE"); (iii) the ------------------- number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price per share or other consideration for which the Holder proposes to transfer the Shares (the "Offered PriceOFFERED PRICE"), and the Holder shall offer the Shares ------------- at the Offered Price to the Parent Company or its assignee(s).

Appears in 1 contract

Samples: Security Agreement (Genesys Telecommunications Laboratories Inc)

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