Common use of Non-Withdrawal Clause in Contracts

Non-Withdrawal. Subject to the terms and conditions hereof, Seller irrevocably agrees not to withdraw or take any action to withdraw any of Seller's Shares deposited pursuant to the Offer, notwithstanding any withdrawal rights it may have under the terms of the Offer or otherwise, unless this Agreement is terminated in accordance with its terms, prior to Motorola accepting for payment and paying for Seller's Shares pursuant to the Offer.