Agreement to Retain. Unless and until this Agreement shall be terminated pursuant to Section 4, unless authorized in advance by Parent’s Board of Directors, each Stockholder, solely in such Stockholder’s capacity as a stockholder of the Company, agrees (a) not to sell or otherwise transfer any of the Covered Shares (including, but not limited to, any Covered Shares that such Stockholder has the right to vote due to any agreement, proxy or other similar right) or any economic, voting or other direct or indirect interest therein and (b) not to grant a proxy or enter into any voting agreement concerning any of the Covered Shares (except, in each case, for the voting agreement and appointment of proxy under Section 1 and the fulfillment of all other agreements and obligations of such Stockholder hereunder).
Agreement to Retain. Each Stockholder agrees, except as may be specifically required by court order, not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Subject Shares, or to make any offer or agreement relating thereto.
Agreement to Retain. Unless and until this Agreement shall be terminated pursuant to paragraph 4, unless authorized in advance by Buyer’s Board of Directors and by Seller’s Board of Directors, the Buyer Stockholder, solely in the Buyer Stockholder’s capacity as a stockholder of Buyer, agrees (a) not to sell or otherwise transfer any of the Covered Shares or any economic, voting or other direct or indirect interest therein, and (b) not to grant a proxy or enter into any voting agreement concerning any of the Covered Shares (except, in each case, for the voting agreement and agreement to appoint proxy under paragraph 1 and the fulfillment of all other agreements and obligations of the Buyer Stockholder hereunder); provided that, notwithstanding the foregoing, the Buyer Stockholder shall be permitted to sell or otherwise transfer up to 33% [or 3,000,000 in the case of Xxxxxx X. Xxxxxxxx] of the Covered Shares in the aggregate during such period.
Agreement to Retain. The Stockholder agrees, except as may be specifically required by court order, not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Subject Shares, or to make any offer or agreement relating thereto, except that the Stockholder may make bona fide gifts to research foundations or other charitable organizations so long as the donee agrees to be subject to and abide by the terms of this Agreement ("Permitted Transfers").
Agreement to Retain. Except as contemplated by this Agreement, each Stockholder agrees, during the Term of this Agreement, not to (a) sell, transfer, tender, pledge, hypothecate, encumber, assign or otherwise dispose of, including by gift (collectively, “Transfer”), or enter into any agreement, option or other arrangement with respect to, or consent to, a Transfer of, any or all of the Subject Shares, or any interest in any of the foregoing, except to the Buyer, (b) deposit any of the Subject Shares into a voting trust, enter into any voting agreement or similar agreement or arrangement with respect to any of the Subject Shares, or any interest in any of the foregoing, except to the Buyer or in accordance with this Agreement or (c) take any other action that is intended, or could reasonably be expected, to restrict, limit or interfere with such Stockholder’s ability to perform its obligations under this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, such Stockholder may Transfer Subject Shares to any Permitted Transferee; provided that such Permitted Transferee executes a joinder to this Agreement in form and substance satisfactory to the Buyer in which such Permitted Transferee agrees to be bound by the terms and provisions of this Agreement. For the purposes of this Section 4, “Permitted Transferee” will mean (i) such Stockholder’s spouse, children, parents or siblings (collectively, “Family Members”), (ii) such Stockholder’s estate, (iii) any trust solely for the benefit of such Stockholder and/or any Family Member(s) and of which such Stockholder and/or such Family Member(s) is the trustee or are the trustees, and (iv) any partnership, corporation or limited liability company which is wholly owned and controlled by such Stockholder and/or such Family Member(s).
Agreement to Retain. The client hereby retains MSI to perform the services Set forth herein.
Agreement to Retain. Unless and until this Agreement shall be terminated pursuant to paragraph 4, unless authorized in advance by Buyer’s Board of Directors, the Seller Stockholder, solely in its capacity as a stockholder of Seller, agrees (a) not to sell or otherwise transfer any of the Covered Shares or any economic, voting or other direct or indirect interest therein and (b) not to grant a proxy or enter into any voting agreement concerning any of the Covered Shares (except, in each case, for the voting agreement and appointment of proxy under paragraph 1 and the fulfillment of all other agreements and obligations of the Seller Stockholder hereunder).
Agreement to Retain. FPIC hereby agrees to engage Consultant, effective as of November 1, 2002, to render, as an independent contractor, consulting services on such projects or programs as directed from time-to-time by the President of FPIC, or his designee. While Consultant will have no set schedule or required hours of services, Consultant shall devote such time, attention and energy to the business and affairs of FPIC as necessary for the satisfactory completion of the services as set forth herein, which days shall not exceed ten business days per month. Notwithstanding any other provision of this Agreement, in performing services under this Agreement, Consultant shall report solely to the President of FPIC or his designee until otherwise directed by the President of FPIC.
Agreement to Retain. As of the Effective Date and upon the terms and conditions hereinafter set forth, (a) the Company hereby retains Consultant as an independent contractor to render services as a consultant as provided in this Agreement and (b) Consultant hereby agrees to render such services to the Company.
Agreement to Retain. Each Stockholder agrees, except as may be specifically required by court order, not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Subject Shares, or to make any offer or agreement relating thereto. Notwithstanding the foregoing, this Agreement shall not restrict any Stockholder from transferring Subject Shares to other entities controlled by such Stockholder, or in connection with tax, estate or financial planning, or the transfer of Subject Shares upon the death of the Stockholder by operation of law or otherwise, provided any transferee agrees in writing with Parent to be bound by all of the terms of this Agreement.
