Common use of Agreement to Retain Shares Clause in Contracts

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, Shareholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5.c below)) any Shares or 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 (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 any Liens) any Shares or New Shares, or (d) take any action that would make any representation or warranty of Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling Shareholder from performing Shareholder’s obligations under this Agreement. Notwithstanding the foregoing, Shareholder may make (w) any transfer by will or by operation of law or other transfers for estate-planning purposes, provided that in each such case the applicable transferee has signed a voting agreement in substantially the form hereof and, until the transferee has signed such voting agreement, this Agreement shall bind the transferee, (x) if Shareholder is a partnership or limited liability company, a transfer to one or more partners or members of Shareholder or to an affiliated corporation, trust or other business entity under common control with Shareholder, or if Shareholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed a voting agreement in substantially the form hereof, and (y) any transfer as Leap may otherwise agree in writing in its sole discretion.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, Shareholder Stockholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, offer, exchange, assign, pledge or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5.c 5(c) below)) on) any Shares or 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 (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 any LiensLiens on) any Shares or New Shares, or (d) take any action that would make any representation or warranty of Shareholder Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Shareholder Stockholder from performing ShareholderStockholder’s obligations under this Agreement. Notwithstanding the foregoing, Shareholder Stockholder may make (wa) any transfer transfers by will or by operation of law or other transfers for estate-planning purposes, provided that in each such which case this Agreement shall bind the applicable transferee has signed and transferee shall sign a voting agreement in substantially the form hereof and, until the transferee has signed such voting agreement, this Agreement shall bind the transfereehereof, (xb) with respect to such Stockholder’s DPRX Options which expire on or prior to the Expiration Date, transfers, sales, or other dispositions of Shares to DPRX as payment for the (i) exercise price of such Stockholder’s DPRX Options and (ii) taxes applicable to the exercise of such Stockholder’s DPRX Options, (c) if Shareholder Stockholder is a partnership or limited liability company, a transfer to one or more partners or members of Shareholder Stockholder or to an affiliated corporation, trust or other business entity under common control with ShareholderStockholder, or if Shareholder Stockholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed a voting agreement in substantially the form hereofhereof relating to the transferred Shares, (d) any transfer to another holder of the capital stock of PLx that has signed a voting agreement in substantially the form hereof relating to the transferred Shares, (e) any transfer to a person if, as a condition precedent to the transfer, such person executes and delivers to PLx an agreement containing voting and transfer provisions with respect to the Shares so transferred that are substantially identical in all material respects to those set forth in this Agreement, and (yf) any transfer as Leap PLx may otherwise agree in writing in its sole discretion.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, Shareholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5.c 5(c) below)) any Shares or 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 (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 any Liens) any Shares or New Shares, or (d) take any action that would make any representation or warranty of Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling Shareholder from performing Shareholder’s obligations under this Agreement. Notwithstanding the foregoing, Shareholder may make (w) any transfer by will or by operation of law or other transfers for estate-planning purposes, provided that in each such case the applicable transferee has signed a voting agreement in substantially the form hereof and, until the transferee has signed such voting agreement, this Agreement shall bind the transferee, (x) if Shareholder is a partnership or limited liability company, a transfer to one or more partners or members of Shareholder or to an affiliated corporation, trust or other business entity under common control with Shareholder, if Shareholder is a corporation, a transfer to an affiliated corporation, trust or other business entity under common control with Shareholder, or if Shareholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed a voting agreement in substantially the form hereof, and (y) any transfer as Leap M-CO may otherwise agree in writing in its sole discretion.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, Shareholder each Stockholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5.c 5(d) below)) any Shares or any 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 (other than this Agreement), (c) enter into any contractContract, 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 any Liens) any Shares or New Shares, or (d) take any action that would make any representation or warranty of Shareholder such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Shareholder such Stockholder from performing Shareholdersuch Stockholder’s obligations under this Agreement. Notwithstanding the foregoing, Shareholder each Stockholder may (1) make (w) any transfer transfers by will or by operation of law Law or other transfers for estate-planning purposes, provided that in each such which case the applicable transferee has signed a voting agreement in substantially the form hereof and, until the transferee has signed such voting agreement, this Agreement shall bind the transferee, (x2) with respect to such Stockholder’s Company Options which expire on or prior to the Expiration Date, transfer, sell, or other dispose of Shares to the Company, or in broker-assisted cashless exercises, as payment for the (i) exercise price of such Stockholder’s Company Options and (ii) taxes applicable to the exercise of such Stockholder’s Company Options, (3) if Shareholder such Stockholder is a partnership or limited liability company, a transfer to one or more partners or members of Shareholder such Stockholder or to an affiliated Affiliated corporation, trust or other business entity Entity under common control with Shareholdersuch Stockholder, or if Shareholder such Stockholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed a voting agreement in substantially the form hereof, (4) transfers to another holder of the capital stock of the Company that has signed a voting agreement in substantially the form hereof, and (y5) any transfer transfers, sales or other dispositions as Leap Terrain may otherwise agree in writing in its sole discretion. If any voluntary or involuntary transfer of any Shares covered hereby shall occur (including a transfer or disposition permitted by Section 4(1) through Section 4(5), sale by a Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect, notwithstanding that such transferee is not a Stockholder and has not executed a counterpart hereof or joinder hereto.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, Shareholder Stockholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, including by the creation of any Liens (as defined in Section 5.c 5(c) below)) any Shares or any New SharesShares acquired, (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 (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, including by the creation of any Liens) any Shares or New Shares, or (d) take any action that would make any representation or warranty of Shareholder Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Shareholder Stockholder from performing ShareholderStockholder’s obligations under this Agreement. Notwithstanding the foregoing, Shareholder Stockholder may make (wa) any transfer transfers by will or by operation of law or other transfers for estate-planning purposes, provided that in each such which case the applicable transferee has signed a voting agreement in substantially the form hereof and, until the transferee has signed such voting agreement, this Agreement shall bind the transferee, (xb) if Shareholder Stockholder is a partnership or limited liability company, a transfer to one or more partners or members of Shareholder Stockholder or to an affiliated corporation, trust or other business entity under common control with ShareholderStockholder, or if Shareholder Stockholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed a voting agreement in substantially the form hereof, (c) transfers to another holder of the capital stock of the Company that has signed a voting agreement in substantially the form hereof, and (yd) any transfer transfers, sales or other dispositions as Leap the Company may otherwise agree in writing in its sole discretion.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, Shareholder Stockholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, including by the creation of any Liens (as defined in Section 5.c 5(c) below)) any Shares or any New SharesShares acquired, (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 (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, including by the creation of any Liens) any Shares or New Shares, or (d) take any action that would make any representation or warranty of Shareholder Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Shareholder Stockholder from performing ShareholderStockholder’s obligations under this Agreement. Notwithstanding the foregoing, Shareholder Stockholder may make (wa) any transfer transfers by will or by operation of law or other transfers for estate-planning purposes, provided that in each such which case the applicable transferee has signed a voting agreement in substantially the form hereof and, until the transferee has signed such voting agreement, this Agreement shall bind the transferee, (xb) if Shareholder Stockholder is a partnership or limited liability company, a transfer to one or more partners or members of Shareholder Stockholder or to an affiliated corporation, trust or other business entity under common control with ShareholderStockholder, or if Shareholder Stockholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed a voting agreement in substantially the form hereof, (c) transfers to another holder of the capital stock of Apricus that has signed a voting agreement in substantially the form hereof, and (yd) any transfer transfers, sales or other dispositions as Leap Apricus may otherwise agree in writing in its sole discretion.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, Shareholder each Stockholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5.c 5(c) below)) any Shares or any New SharesShares acquired, (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 (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 any Liens) any Shares or New Shares, or (d) take any action that would make any representation or warranty of Shareholder such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Shareholder such Stockholder from performing Shareholdersuch Stockholder’s obligations under this Agreement. Notwithstanding the foregoing, Shareholder each Stockholder may make (wa) any transfer transfers by will or by operation of law or other transfers for estate-planning purposes, provided that in each such which case the applicable transferee has signed a voting agreement in substantially the form hereof and, until the transferee has signed such voting agreement, this Agreement shall bind the transferee, (xb) if Shareholder such Stockholder is a partnership or limited liability company, a transfer to one or more partners or members of Shareholder such Stockholder or to an affiliated corporation, trust or other business entity under common control with Shareholdersuch Stockholder, or if Shareholder such Stockholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed a voting support agreement in substantially the form hereof, (c) transfers to another holder of the capital stock of the Company that has signed a support agreement in substantially the form hereof, and (yd) any transfer transfers, sales or other dispositions as Leap the Company may otherwise agree in writing in its sole discretion.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, Shareholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5.c 5(c) below)) any Shares or any New SharesShares acquired, (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 (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 any Liens) any Shares or New Shares, or (d) take any action that would make any representation or warranty of Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling Shareholder from performing Shareholder’s obligations under this Agreement. Notwithstanding the foregoing, Shareholder may make (wa) any transfer transfers by will or by operation of law or other transfers for estate-planning purposes, provided that in each such which case the applicable transferee has signed a voting agreement in substantially the form hereof and, until the transferee has signed such voting agreement, this Agreement shall bind the transferee, (xb) if Shareholder is a partnership or limited liability company, a transfer to one or more partners or members of Shareholder or to an affiliated corporation, trust or other business entity under common control with Shareholder, or if Shareholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed a voting agreement in substantially the form hereof, (c) transfers to another holder of the share capital of the Company that has signed a voting agreement in substantially the form hereof and (yd) any transfer transfers, sales or other dispositions as Leap the Company may otherwise agree in writing in its sole discretion.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, Shareholder Stockholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, including by the creation of any Liens (as defined in Section 5.c 5(c) below)) any Shares or any New SharesShares acquired, (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 (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, including by the creation of any Liens) any Shares or New Shares, or (d) take any action that would make any representation or warranty of Shareholder Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Shareholder Stockholder from performing ShareholderStockholder’s obligations under this Agreement. Notwithstanding the foregoing, Shareholder Stockholder may make (wa) any transfer transfers by will or by operation of law or other transfers for estate-planning purposes, provided that in each such which case the applicable transferee has signed a voting agreement in substantially the form hereof and, until the transferee has signed such voting agreement, this Agreement shall bind the transferee, (xb) if Shareholder Stockholder is a partnership or limited liability company, a transfer to one or more partners or members of Shareholder Stockholder or to an affiliated corporation, trust or other business entity under common control with ShareholderStockholder, or if Shareholder Stockholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed a voting agreement in substantially the form hereof, (c) transfers to another holder of the capital stock of Apricus that has signed a voting agreement in substantially the form hereof, and (yd) any transfer transfers, sales or other dispositions as Leap the Company and Apricus may otherwise agree in writing in its sole discretion.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, Shareholder each Stockholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5.c 5(c) below)) any Shares or any New SharesShares acquired, (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 (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 any Liens) any Shares or New Shares, or (d) take any action that would make any representation or warranty of Shareholder such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Shareholder such Stockholder from performing Shareholdersuch Stockholder’s obligations under this Agreement. Notwithstanding the foregoing, Shareholder each Stockholder may make (wa) any transfer transfers by will or by operation of law or other transfers for estate-planning purposes, provided that in each such which case the applicable transferee has signed a voting agreement in substantially the form hereof and, until the transferee has signed such voting agreement, this Agreement shall bind the transferee, (xb) if Shareholder such Stockholder is a partnership or limited liability company, a transfer to one or more partners or members of Shareholder such Stockholder or to an affiliated corporation, trust or other business entity under common control with Shareholdersuch Stockholder, or if Shareholder such Stockholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed a voting support agreement in substantially the form hereof, (c) transfers to another holder of the capital stock of Parent that has signed a support agreement in substantially the form hereof, and (yd) any transfer transfers, sales or other dispositions as Leap the Company and Parent may otherwise agree in writing in its sole discretion.