Common use of Agreement to Retain Shares Clause in Contracts

Agreement to Retain Shares. Stockholder agrees not to transfer (except as may be specifically required by court order or by operation of law), sell, exchange, pledge or otherwise dispose of or encumber the Shares, or to make any offer or agreement relating thereto, at any time prior to the Expiration Date, unless each person or entity to which any of such Shares are or may be transferred shall have: (a) executed a counterpart of this Agreement and a Proxy (with such modifications as NeoMedia may reasonably request); and (b) agreed in writing to hold such Shares subject to all of the terms and provisions of this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (BSD Software Inc), Agreement and Plan of Merger (Neomedia Technologies Inc), Agreement and Plan of Merger (BSD Software Inc)

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Agreement to Retain Shares. Stockholder agrees not to transfer -------------------------- (except as may be specifically required by court order or by operation of laworder), sell, exchange, pledge or otherwise dispose of or encumber any of the Subject Shares, or to make any offer or agreement relating thereto, at any time prior to the Expiration Date. As used herein, unless each person or entity the term "Expiration Date" shall mean the earlier to which any occur of such Shares are or may be transferred date and time as (i) the Merger shall have: (a) executed a counterpart become effective in accordance with the provisions of this the Acquisition Agreement and a Proxy (with such modifications as NeoMedia may reasonably request); and (bii) agreed in writing the Acquisition Agreement shall be terminated pursuant to hold such Shares subject to all of the terms and provisions of this Agreement.Section 7.1

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Computervision Corp /De/), Agreement and Plan of Reorganization (Parametric Technology Corp)

Agreement to Retain Shares. Such Stockholder agrees will not to transfer (except as may be specifically required by court order or by operation of laworder), sell, exchange, pledge or otherwise dispose of or encumber any of the SharesStockholder Shares held by such Stockholder, or to make any offer or agreement relating thereto, at any time prior to the Expiration Date, unless each person or entity to which any of such Shares are or may be transferred shall have: (a) executed a counterpart of this Agreement and a Proxy (with such modifications as NeoMedia may reasonably request); and (b) agreed in writing to hold such Shares subject to all of the terms and provisions termination of this Agreement.

Appears in 2 contracts

Samples: Voting Agreement (Universal Access Global Holdings Inc), Voting Agreement (Universal Access Global Holdings Inc)

Agreement to Retain Shares. Stockholder agrees not to transfer (except as may be specifically required by court order or by operation of law), sell, exchange, pledge or otherwise dispose of or encumber the Shares, or to make any offer or agreement relating thereto, at any time prior to the Expiration Date, unless each person or entity to which any of such Shares are or may be transferred shall have: (a) executed a counterpart of this Agreement and a Proxy (with such modifications as NeoMedia infoUSA may reasonably request); and (b) agreed in writing to hold such Shares subject to all of the terms and provisions of this Agreement.

Appears in 2 contracts

Samples: Voting Agreement (Infousa Inc), Voting Agreement (Infousa Inc)

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Agreement to Retain Shares. Stockholder agrees not to transfer (except as may be specifically required by court order or by operation of law), sell, exchange, pledge or otherwise dispose of or encumber the Shares, or to make any offer or agreement relating thereto, at any time prior to the Expiration Date, unless each person or entity to which any of such Shares are or may be transferred shall have: (a) executed a counterpart of this Agreement and a Proxy (with such modifications as NeoMedia Symantec may reasonably request); and (b) agreed in writing to hold such Shares subject to all of the terms and provisions of this Agreement.

Appears in 1 contract

Samples: Voting Agreement (Nexland Inc)

Agreement to Retain Shares. Stockholder agrees not to transfer (except as may be specifically required by court order or by operation of laworder), sell, exchange, pledge or otherwise dispose of or encumber any of the Subject Shares, or to make any offer or agreement relating thereto, at any time prior to the Expiration Date. As used herein, unless each person or entity the term "Expiration Date" shall mean the earlier to which any occur of such Shares are or may be transferred date and time as (i) the Merger shall have: (a) executed a counterpart become effective in accordance with the provisions of this the Merger Agreement and a Proxy (with such modifications as NeoMedia may reasonably request); and (bii) agreed in writing the Merger Agreement shall be terminated pursuant to hold such Shares subject to all of the terms and provisions of this Agreement.Section 9.1

Appears in 1 contract

Samples: Stockholder Voting Agreement (Peptide Therapeutics Group PLC)

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