Common use of Agreement to Retain Shares Clause in Contracts

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, except as expressly permitted by this Agreement, the Stockholder shall not, directly or indirectly: (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, by the creation of a Lien (as defined in Section 5(c) below)) any 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 Lien (as defined in Section 5(c) below)) any Shares, or (d) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder’s obligations under this Agreement. Notwithstanding the foregoing, the Stockholder may make transfers (i) to its controlled or controlling Affiliates who agree in writing, prior to and as a condition to such transfer, 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 representations and warranties of the 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, except as expressly permitted by this Agreement, the Stockholder 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 Lien) or otherwise permit the sale, assignment, transfer, tender or disposition of any Shares (as defined in Section 5(c) belowincluding the voting rights thereunder or by the creation of a Lien)) any 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 Lien (as defined in Section 5(c) below)Lien) any Shares, or (d) take any action that would make any representation or warranty of the Stockholder Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder Shareholder from performing the StockholderShareholder’s obligations under this Agreement. Notwithstanding the foregoing, the Stockholder Shareholder may make transfers (i) to its controlled transfers by will or controlling Affiliates who agree in writingby operation of law or other transfers for estate planning purposes; provided, prior to and that, as a condition precondition to such transfertransfers, the transferee agrees in a written instrument, reasonably satisfactory in form and substance to Parent, 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 representations and warranties terms of the Stockholder hereunder as of the date of such transfer)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 no Stockholder shall notshall, 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 Lien) or otherwise permit the sale, assignment, transfer, tender or disposition of any Shares (as defined in Section 5(c) belowincluding the voting rights thereunder or by the creation of a Lien)) any 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 Lien (as defined in Section 5(c) below)Lien) any Shares, or (d) take any action that would make any representation or warranty of the such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the such Stockholder from performing the such Stockholder’s obligations under this Agreement. Notwithstanding the foregoing, the each Stockholder may make transfers (i) to its controlled or controlling Affiliates who agree in writingan Affiliate of such Stockholder; provided, prior to and that, as a condition precondition to such transfertransfers, the transferee agrees in a written instrument, reasonably satisfactory in form and substance to Parent, 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 representations and warranties terms of the Stockholder hereunder as of the date of such transfer)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 Stockholder 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 Lien) or otherwise permit the sale, assignment, transfer, tender or disposition of any Shares (as defined in Section 5(c) belowincluding the voting rights thereunder or by the creation of a Lien)) any 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 Lien (as defined in Section 5(c) below)Lien) any Shares, or (d) take any action that would make any representation or warranty of the Stockholder such Director contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder such Director from performing the Stockholdersuch Director’s obligations under this Agreement. Notwithstanding the foregoing, the Stockholder each Director may make transfers (i) to its controlled or controlling Affiliates who agree in writingan Affiliate of such Director; provided, prior to and that, as a condition precondition to such transfertransfers, the transferee agrees in a written instrument, reasonably satisfactory in form and substance to Parent, 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 representations and warranties terms of the Stockholder hereunder as of the date of such transfer)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 Stockholder shall not, directly or indirectly: , (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, by the creation of a Lien (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, (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 (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 Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder’s obligations under this Agreement. Notwithstanding the foregoing, the Stockholder may make (a) transfers (i) to its controlled by will or controlling Affiliates who agree by operation of law or other transfers for estate planning purposes, in writing, prior to and as a condition to such transfer, to be bound by the terms and conditions of which case this Agreement to shall bind the same extent as transferee, (b) if they were the “Stockholder” hereunder (including without limitation, by making all of the representations and warranties of the Stockholder hereunder as 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 date of such transfer)Stockholder, and (iic) as Parent Company may otherwise agree in writing in its sole and absolute discretion; provided that a transfer referred to in this sentence shall be permitted only if the transferee agrees in writing to be bound by all of the terms of this Agreement.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, except as expressly permitted by this Agreement, the Seller Stockholder shall not, directly or indirectly: , (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, by the creation of a Lien 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 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 Lien (as defined in Section 5(c) below)any Liens) any Shares, Shares or New Shares or (d) take any action that would make any representation or warranty of the Seller Stockholder contained herein untrue or incorrect or have the effect of preventing preventing, impairing or disabling the Seller Stockholder from performing the Seller Stockholder’s obligations under this Agreement. Notwithstanding the foregoing, the Seller Stockholder may make (a) transfers by will or by operation of law, in which case this Agreement shall bind the transferee, (ib) transfers in connection with estate and charitable planning purposes, including transfers to its controlled or controlling Affiliates who agree relatives, trusts and charitable organizations, subject to the transferee agreeing in writing, prior to and as a condition to such transfer, writing to be bound by the terms of, and conditions perform the obligations of Seller Stockholder under, this Agreement to the same extent as if they were the “Stockholder” hereunder (including without limitation, by making all of the representations and warranties of the Stockholder hereunder as of the date of such transfer), and (iic) as Parent NewCo and Merger Sub may otherwise agree in writing in its sole and absolute their discretion.