Common use of Agreement to Retain Shares Clause in Contracts

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, the Shareholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, the voting rights thereunder or by the creation of a Lien) or otherwise permit the sale, assignment, transfer, tender or disposition of any Shares (including the voting rights thereunder or by the creation of a Lien), (b) deposit any Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Shares or grant any proxy or power of attorney with respect thereto, (c) enter into any contract, option, commitment or other arrangement or understanding with respect to the direct or indirect sale, transfer, assignment or other disposition of (including, without limitation, by the creation of a Lien) any Shares, or (d) take any action that would make any representation or warranty of the Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling the Shareholder from performing the Shareholder’s obligations under this Agreement. Notwithstanding the foregoing, the Shareholder may make (i) transfers by will or by operation of law or other transfers for estate planning purposes; provided, that, as a precondition to such transfers, the transferee agrees in a written instrument, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement, and (ii) as Parent may otherwise agree in writing in its sole and absolute discretion.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, except as expressly permitted by this Agreement, the Shareholder Stockholder shall not, directly or indirectly, : (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, the voting rights thereunder or by the creation of a LienLien (as defined in Section 5(c) or otherwise permit the sale, assignment, transfer, tender or disposition of below)) any Shares (including the voting rights thereunder or by the creation of a Lien)Shares, (b) deposit any Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Shares or grant any proxy or power of attorney with respect thereto, (c) enter into any contract, option, commitment or other arrangement or understanding with respect to the direct or indirect sale, transfer, assignment or other disposition of (including, without limitation, by the creation of a LienLien (as defined in Section 5(c) below)) any Shares, or (d) take any action that would make any representation or warranty of the Shareholder Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Shareholder Stockholder from performing the ShareholderStockholder’s obligations under this Agreement. Notwithstanding the foregoing, the Shareholder Stockholder may make transfers (i) transfers by will to its controlled or by operation of law or other transfers for estate planning purposes; providedcontrolling Affiliates who agree in writing, that, prior to and as a precondition condition to such transfers, the transferee agrees in a written instrument, reasonably satisfactory in form and substance to Parenttransfer, to be bound by the terms and conditions of this Agreement to the same extent as if they were the “Stockholder” hereunder (including without limitation, by making all of the terms representations and warranties of this Agreementthe Stockholder hereunder as of the date of such transfer), and (ii) as Parent may otherwise agree in writing in its sole and absolute discretion.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, the Shareholder shall notno Stockholder shall, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, the voting rights thereunder or by the creation of a Lien) or otherwise permit the sale, assignment, transfer, tender or disposition of any Shares (including the voting rights thereunder or by the creation of a Lien), (b) deposit any Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Shares or grant any proxy or power of attorney with respect thereto, (c) enter into any contract, option, commitment or other arrangement or understanding with respect to the direct or indirect sale, transfer, assignment or other disposition of (including, without limitation, by the creation of a Lien) any Shares, or (d) take any action that would make any representation or warranty of the Shareholder such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Shareholder such Stockholder from performing the Shareholdersuch Stockholder’s obligations under this Agreement. Notwithstanding the foregoing, the Shareholder each Stockholder may make transfers (i) transfers by will or by operation to an Affiliate of law or other transfers for estate planning purposessuch Stockholder; provided, that, as a precondition to such transfers, the transferee agrees in a written instrument, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement, and (ii) as Parent may otherwise agree in writing in its sole and absolute discretion.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, the Shareholder Stockholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, the voting rights thereunder or by the creation of a LienLien (as defined in Section 5(c) or otherwise permit the sale, assignment, transfer, tender or disposition of below)) any Shares (including the voting rights thereunder or by the creation of a Lien)New Shares, (b) deposit any Shares or New Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Shares or New Shares or grant any proxy or power of attorney with respect thereto, (c) enter into any contract, option, commitment or other arrangement or understanding with respect to the direct or indirect sale, transfer, assignment or other disposition of (including, without limitation, by the creation of a LienLien (as defined in Section 5(c) below)) any Shares or New Shares, or (d) take any action that would make any representation or warranty of the Shareholder Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Shareholder Stockholder from performing the ShareholderStockholder’s obligations under this Agreement. Notwithstanding the foregoing, the Shareholder Stockholder may make (ia) transfers by will or by operation of law or other transfers for estate planning purposes, in which case this Agreement shall bind the transferee, (b) if the Stockholder is a partnership or limited liability company, transfers to one or more partners or members of Stockholder or to an affiliated person under common control with the Stockholder, and (c) as Company may otherwise agree in writing in its sole discretion; provided, that, as provided that a precondition transfer referred to such transfers, in this sentence shall be permitted only if the transferee agrees in a written instrument, reasonably satisfactory in form and substance to Parent, writing to be bound by all of the terms of this Agreement, and (ii) as Parent may otherwise agree in writing in its sole and absolute discretion.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, the Shareholder Seller Stockholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, the voting rights thereunder or by the creation of a Lienany Liens (as defined in Section 5(c) or otherwise permit the sale, assignment, transfer, tender or disposition of below)) any Shares (including the voting rights thereunder or by the creation of a Lien)New Shares, (b) deposit any Shares or New Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Shares or New Shares or grant any proxy or power of attorney with respect theretothereto (other than this Agreement), (c) enter into any contract, option, commitment or other arrangement or understanding with respect to the direct or indirect sale, transfer, assignment or other disposition of (including, without limitation, by the creation of a Lienany Liens) any Shares, Shares or New Shares or (d) take any action that would make any representation or warranty of the Shareholder Seller Stockholder contained herein untrue or incorrect or have the effect of preventing preventing, impairing or disabling the Shareholder Seller Stockholder from performing the ShareholderSeller Stockholder’s obligations under this Agreement. Notwithstanding the foregoing, the Shareholder Seller Stockholder may make (ia) transfers by will or by operation of law or other law, in which case this Agreement shall bind the transferee, (b) transfers for in connection with estate and charitable planning purposes; provided, thatincluding transfers to relatives, as a precondition trusts and charitable organizations, subject to such transfers, the transferee agrees agreeing in a written instrument, reasonably satisfactory in form and substance to Parent, writing to be bound by all of the terms of this Agreementof, and perform the obligations of Seller Stockholder under, this Agreement and (iic) as Parent NewCo and Merger Sub may otherwise agree in writing in its sole and absolute their discretion.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, the Shareholder shall notno Director shall, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, the voting rights thereunder or by the creation of a Lien) or otherwise permit the sale, assignment, transfer, tender or disposition of any Shares (including the voting rights thereunder or by the creation of a Lien), (b) deposit any Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Shares or grant any proxy or power of attorney with respect thereto, (c) enter into any contract, option, commitment or other arrangement or understanding with respect to the direct or indirect sale, transfer, assignment or other disposition of (including, without limitation, by the creation of a Lien) any Shares, or (d) take any action that would make any representation or warranty of the Shareholder such Director contained herein untrue or incorrect or have the effect of preventing or disabling the Shareholder such Director from performing the Shareholdersuch Director’s obligations under this Agreement. Notwithstanding the foregoing, the Shareholder each Director may make transfers (i) transfers by will or by operation to an Affiliate of law or other transfers for estate planning purposessuch Director; provided, that, as a precondition to such transfers, the transferee agrees in a written instrument, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement, and (ii) as Parent may otherwise agree in writing in its sole and absolute discretion.