Common use of Agreement to Retain Shares Clause in Contracts

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, Stockholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, by the creation of any Liens) 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 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 Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder from performing Stockholder’s obligations under this Agreement. Notwithstanding the foregoing, Stockholder may make (1) transfers by will, by operation of law (including transfers pursuant to a qualified domestic order or in connection with a divorce settlement), or other transfers for estate-planning purposes, in which case this Agreement shall bind the transferee, (2) with respect to Stockholder’s Parent Equity Rights which expire on or prior to the Expiration Date, transfers, sale, or other disposition of Shares to Parent as payment for the (i) exercise price, if applicable, of Stockholder’s Parent Equity Rights and (ii) taxes applicable to the exercise of Stockholder’s Parent Equity Rights, (3) if Stockholder is a partnership or limited liability company, a transfer to one or more partners or members of Stockholder or to an Affiliate of Stockholder, or if Stockholder is a trust, a transfer to a beneficiary, provided that (i) in each case the applicable transferee has signed a voting agreement in substantially the form hereof and (ii) such transfer will not necessitate the filing of a Form 4 reporting such transfer, (4) transfers to another holder of Shares or Parent Equity Rights that has signed a support agreement in substantially the form of this Agreement, and (5) transfers, sales or other dispositions as the Company 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 this Section 4, 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 Prior to Shareholder Approval, the date hereof until the Expiration Date, Stockholder Shareholder shall not, except as expressly contemplated by this Agreement or the Merger Agreement, 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 4(c)), any Liens) 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 contract, option, commitment or other arrangement or understanding with respect to the direct or indirect sale, transfer, assignment or other disposition of of, any Shares, (including, without limitation, by the creation of c) deposit any Liens) Shares in a voting trust or enter into a voting agreement or similar agreement with respect to any Shares or New Sharesgrant any proxy or power of attorney with respect thereto, or (d) take any action that would make any representation or warranty of Stockholder the Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder the Shareholder from performing Stockholderthe Shareholder’s obligations under this Agreement. Notwithstanding the foregoing, Stockholder the Shareholder may make (1i) transfers of Shares by will, will or by operation of law (including transfers pursuant to a qualified domestic order or in connection with a divorce settlement), or other transfers for estate-planning purposeslaw, in which case this Agreement shall bind the transferee, (2ii) transfers of Shares in connection with respect bona fide estate and charitable planning purposes, including transfers to Stockholder’s Parent Equity Rights which expire on or relatives, trusts and charitable organizations, subject to the transferee agreeing in writing to be bound by the terms of, and perform the obligations of the Shareholder under, this Agreement, (iii) transfers pursuant to any pledge agreement, subject to the pledgee agreeing in writing, prior to the Expiration Date, transfers, sale, or other disposition of Shares to Parent as payment for the (i) exercise price, if applicable, of Stockholder’s Parent Equity Rights and (ii) taxes applicable to the exercise of Stockholder’s Parent Equity Rights, (3) if Stockholder is a partnership or limited liability company, a transfer to one or more partners or members of Stockholder or to an Affiliate of Stockholder, or if Stockholder is a trust, a transfer to a beneficiary, provided that (i) in each case the applicable transferee has signed a voting agreement in substantially the form hereof and (ii) such transfer will not necessitate the filing of a Form 4 reporting such transfer, to be bound by the terms of this Agreement, (4iv) transfers to another holder any immediate family member of Shares the undersigned, or Parent Equity Rights that has signed to a support agreement trust for the benefit of the undersigned or his or her immediate family members or upon the undersigned’s death subject to the transferee agreeing in substantially writing to be bound by the form terms of, and perform the obligations of the Shareholder under, this Agreement, and (5v) transfers, sales or other dispositions as the Company Buyers 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 this Section 4, 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 Datedate the Parent receives the Required Parent Stockholder Approval, the Stockholder shall not, directly or indirectly, (a) create or allow to exist any Lien, other than Permitted Encumbrances (as such term is defined below), on the Covered Shares, (b) sell, assignassign (directly or indirectly), transfer, tender, pledge, exchange, gift, grant, or place in trust or otherwise dispose of, or offer to do any of the foregoing (includingeach, without limitation, by the creation of any Liensa “Transfer”) any Shares right, title, or interest (including any New right or power to vote to which the holder thereof may be entitled) to any Covered Shares, (bc) deposit any Shares or New Covered Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Shares or New Covered Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (cd) 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 Transfer of any Liensright, title, or interest (including any right or power to vote to which the holder thereof may be entitled) to any Shares or New Covered Shares, or (de) take any action that would make any representation or warranty of the Stockholder contained herein materially untrue or incorrect or have the effect of preventing restricting the Stockholder’s legal power, authority and right to vote all of the Covered Shares or disabling would otherwise prevent or disable the Stockholder from performing any of the Stockholder’s obligations under this Agreement. Notwithstanding the foregoing, the Stockholder may make (1) transfers Transfers by will, will or by operation of law Law (including transfers pursuant to a qualified domestic relations order or in connection with a divorce settlement), or other transfers Transfers for estate-planning purposes, in which case this Agreement shall bind the transferee, (2) with respect to the Stockholder’s Parent Equity Rights which Options (and any Shares underlying such Parent Options) that expire on or prior to the Expiration Date, transfers, sale, or other disposition Transfers of Shares to Parent (or effecting a “net exercise” of a Parent Option) as payment for the (i) exercise price, if applicable, price of the Stockholder’s Parent Equity Rights Options and (ii) taxes applicable to the exercise of the Stockholder’s Parent Equity RightsOptions, (3) with respect to the Stockholder’s Parent RSUs, (i) transfers for the net settlement of the Stockholder’s Parent RSUs settled in Shares (to pay tax withholding obligations) or (ii) transfers for receipt upon settlement of the Stockholder’s Parent RSUs, and the sale of a sufficient number of such Shares acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate taxes payable by the Stockholder as a result of such settlement, (4) if Stockholder is a an entity, partnership or limited liability company, a transfer Transfer to one or more equityholders, partners or members of Stockholder or to an Affiliate affiliated person, corporation, trust or other entity controlling or under common control with Stockholder, including to any investment fund or other entity controlled or managed by the Stockholder or by the investment advisor of the Stockholder, or if Stockholder is a trust, a transfer to a beneficiary, provided that (i) in each such case the applicable transferee has signed a voting agreement in substantially the form hereof and (ii) such transfer will not necessitate the filing of a Form 4 reporting such transfer, (4) transfers to another holder of Shares or Parent Equity Rights that has signed a support agreement in substantially the form of this Agreement, and (5) transfersTransfers of Covered Shares acquired in the Concurrent PIPE Financing, sales or other dispositions as and (6) Transfers to which the Company may otherwise agree in writing in its sole discretion. If any voluntary or involuntary transfer Transfer of any Shares covered hereby shall occur (including a transfer or disposition Transfer permitted by this Section 44(1) or Section 4(4), 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 and as a condition of receipt if such Transfer or sale, the transferee is not shall sign a Stockholder and has not executed written acknowledgement of such applicability or a counterpart hereof or joinder hereto.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, Stockholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, by the creation of any LiensLiens (as defined in Section 5(c) below) on) 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 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 Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder from performing Stockholder’s obligations under this Agreement. Notwithstanding the foregoing, Stockholder may make (1a) transfers by will, will or by operation of law (including transfers pursuant to a qualified domestic order or in connection with a divorce settlement), or other transfers for estate-planning purposes, in which case this Agreement shall bind the transfereetransferee and transferee shall sign a voting agreement in substantially the form hereof, (2b) with respect to such Stockholder’s Parent Equity Rights Company Options which expire on or prior to the Expiration Date, transfers, sale, or other disposition of Shares to Parent the Company as payment for the (i) exercise price, if applicable, price of such Stockholder’s Parent Equity Rights Company Options and (ii) taxes applicable to the exercise of such Stockholder’s Parent Equity RightsCompany Options, (3c) if Stockholder is a partnership or limited liability company, a transfer to one or more partners or members of Stockholder or to an Affiliate of affiliated corporation, trust or other business entity under common control with Stockholder, or if Stockholder is a trust, a transfer to a beneficiary, provided that (i) in each such case the applicable transferee has signed a voting agreement in substantially the form hereof and (ii) such transfer will not necessitate relating to the filing of a Form 4 reporting such transfertransferred Shares, (4d) transfers any transfer to another holder of Shares or Parent Equity Rights the capital stock of the Company that has signed a support voting agreement in substantially the form of this Agreementhereof relating to the transferred Shares, and (5e) transfers, sales or other dispositions as the Company Targacept 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 this Section 4, 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, the Stockholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of any Shares (including, without limitation, by the creation of any Liensa Lien (as defined in Section 5(c) any Shares or any New Shares, below) in respect thereto); (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 any Shares or grant any proxy or power of attorney with respect thereto (other than this Agreementexcept as provided herein), ; or (c) enter into any contract, option, commitment commitment, or other arrangement or understanding with respect to the direct or indirect sale, transfer, assignment assignment, or other disposition of any Shares (including, without limitation, by the creation of any Liensa Lien in respect thereto) any Shares other than as contemplated hereby or New Shares, by the Merger Agreement; 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 preventing, impairing, or disabling the Stockholder from performing the Stockholder’s 's obligations under this Agreement. Notwithstanding the foregoing, the Stockholder may make transfers (1i) transfers if Stockholder is an individual, by will, will or by operation of law (including transfers pursuant or to a qualified domestic order trust for the benefit of Stockholder or in connection with a divorce settlement), or other transfers for estate-planning purposesany member of Stockholder's immediate family, in which case this Agreement shall bind the transferee, (2) with respect to Stockholder’s Parent Equity Rights which expire on or and provided that, in the case of such a transfer, prior thereto and as a condition to the Expiration Dateeffectiveness of such transfer, transfersthe transferee shall have agreed in writing, salein a matter reasonably acceptable in form and substance to Parent, to accept the Shares subject to the terms and conditions of this Agreement and to be bound by this Agreement and to agree and acknowledge that such transferee shall constitute a Stockholder for all purposes of this Agreement, or other disposition of Shares to Parent as payment for the (i) exercise price, if applicable, of Stockholder’s Parent Equity Rights and (ii) taxes applicable to the exercise of Stockholder’s as Parent Equity Rights, (3) may otherwise consent in writing in its sole and absolute discretion. Parent's consent shall be required but not unreasonably withheld or delayed if Stockholder is a partnership or limited liability company, a company and requests to transfer Shares to one or more partners or members of Stockholder or to an Affiliate of affiliated corporation under common control with Stockholder, or if Stockholder is a trustin which case this Agreement shall bind the transferee, a transfer to a beneficiary, and provided that (i) in each case prior thereto and as a condition to the applicable transferee has signed a voting agreement in substantially the form hereof and (ii) such transfer will not necessitate the filing effectiveness of a Form 4 reporting such transfer, (4) transfers the transferee shall have agreed in writing, in a matter reasonably acceptable in form and substance to another holder Parent, to accept the Shares subject to the terms and conditions of Shares or Parent Equity Rights this Agreement and to be bound by this Agreement and to agree and acknowledge that has signed such transferee shall constitute a support agreement in substantially the form Stockholder for all purposes of this Agreement, and (5) transfers, sales or other dispositions as the Company 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 this Section 4, 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, the Stockholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of any Shares (including, without limitation, by the creation of any Liensa Lien (as defined in Section 5(c) any Shares or any New Shares, below) in respect thereto); (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 any Shares or grant any proxy or power of attorney with respect thereto (other than this Agreementexcept as provided herein), ; or (c) enter into any contract, option, commitment commitment, or other arrangement or understanding with respect to the direct or indirect sale, transfer, assignment assignment, or other disposition of any Shares (including, without limitation, by the creation of any Liensa Lien in respect thereto) any Shares other than as contemplated hereby or New Shares, by the Merger Agreement; 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 preventing, impairing, or disabling the Stockholder from performing the Stockholder’s obligations under this Agreement. Notwithstanding the foregoing, the Stockholder may make transfers (1i) transfers if Stockholder is an individual, by will, will or by operation of law (including transfers pursuant or to a qualified domestic order trust for the benefit of Stockholder or in connection with a divorce settlement), or other transfers for estate-planning purposesany member of Stockholder’s immediate family, in which case this Agreement shall bind the transferee, (2) with respect to Stockholder’s Parent Equity Rights which expire on or and provided that, in the case of such a transfer, prior thereto and as a condition to the Expiration Dateeffectiveness of such transfer, transfersthe transferee shall have agreed in writing, salein a matter reasonably acceptable in form and substance to Parent, to accept the Shares subject to the terms and conditions of this Agreement and to be bound by this Agreement and to agree and acknowledge that such transferee shall constitute a Stockholder for all purposes of this Agreement, or other disposition of Shares to Parent as payment for the (i) exercise price, if applicable, of Stockholder’s Parent Equity Rights and (ii) taxes applicable to the exercise of Stockholderas Parent may otherwise consent in writing in its sole and absolute discretion. Parent’s Parent Equity Rights, (3) consent shall be required but not unreasonably withheld or delayed if Stockholder is a partnership or limited liability company, a company and requests to transfer Shares to one or more partners or members of Stockholder or to an Affiliate of affiliated corporation under common control with Stockholder, or if Stockholder is a trustin which case this Agreement shall bind the transferee, a transfer to a beneficiary, and provided that (i) in each case prior thereto and as a condition to the applicable transferee has signed a voting agreement in substantially the form hereof and (ii) such transfer will not necessitate the filing effectiveness of a Form 4 reporting such transfer, (4) transfers the transferee shall have agreed in writing, in a matter reasonably acceptable in form and substance to another holder Parent, to accept the Shares subject to the terms and conditions of Shares or Parent Equity Rights this Agreement and to be bound by this Agreement and to agree and acknowledge that has signed such transferee shall constitute a support agreement in substantially the form Stockholder for all purposes of this Agreement, and (5) transfers, sales or other dispositions as the Company 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 this Section 4, 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 Prior to the Expiration Date, Stockholder the Shareholder shall not, except as expressly contemplated by this Agreement or the Merger Agreement, 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 4(c))), any Liens) 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 contract, option, commitment or other arrangement or understanding with respect to the direct or indirect sale, transfer, assignment or other disposition of of, any Shares, (including, without limitation, by the creation of c) deposit any Liens) Shares in a voting trust or enter into a voting agreement or similar agreement with respect to any Shares or New Sharesgrant any proxy or power of attorney with respect thereto, or (d) take any action that would make any representation or warranty of Stockholder the Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder the Shareholder from performing Stockholderthe Shareholder’s obligations under this Agreement. Notwithstanding the foregoing, Stockholder the Shareholder may make (1i) transfers of Shares by will, will or by operation of law (including transfers pursuant to a qualified domestic order or in connection with a divorce settlement), or other transfers for estate-planning purposeslaw, in which case this Agreement shall bind the transferee, (2ii) transfers of Shares in connection with respect bona fide estate and charitable planning purposes, including transfers to Stockholder’s Parent Equity Rights which expire on or relatives, trusts and charitable organizations, subject to the transferee agreeing in writing to be bound by the terms of, and perform the obligations of the Shareholder under, this Agreement, (iii) transfers pursuant to any pledge agreement, subject to the pledgee agreeing in writing, prior to the Expiration Date, transfers, sale, or other disposition of Shares to Parent as payment for the (i) exercise price, if applicable, of Stockholder’s Parent Equity Rights and (ii) taxes applicable to the exercise of Stockholder’s Parent Equity Rights, (3) if Stockholder is a partnership or limited liability company, a transfer to one or more partners or members of Stockholder or to an Affiliate of Stockholder, or if Stockholder is a trust, a transfer to a beneficiary, provided that (i) in each case the applicable transferee has signed a voting agreement in substantially the form hereof and (ii) such transfer will not necessitate the filing of a Form 4 reporting such transfer, to be bound by the terms of this Agreement, (4iv) transfers to another holder any immediate family member of Shares the undersigned, or Parent Equity Rights that has signed to a support agreement trust for the benefit of the undersigned or his or her immediate family members or upon the undersigned’s death subject to the transferee agreeing in substantially writing to be bound by the form terms of, and perform the obligations of the Shareholder under, this Agreement, and (5v) transfers, sales or other dispositions as the Company Buyer 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 this Section 4, 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, Stockholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, by the creation of any LiensLiens (as defined in Section 5(c) below) on) 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 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 Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder from performing Stockholder’s obligations under this Agreement. Notwithstanding the foregoing, Stockholder may make make (1a) transfers by will, will or by operation of law (including transfers pursuant to a qualified domestic order or in connection with a divorce settlement), or other transfers for estate-planning purposes, in which case this Agreement shall bind the transfereetransferee and transferee shall sign a voting agreement in substantially the form hereof, (2b) with respect to such Stockholder’s Parent Equity Rights Company Options which expire on or prior to the Expiration Date, transfers, sale, or other disposition of Shares to Parent the Company as payment for the (i) exercise price, if applicable, price of such Stockholder’s Parent Equity Rights Company Options and (ii) taxes applicable to the exercise of such Stockholder’s Parent Equity RightsCompany Options, (3c) if Stockholder is a partnership or limited liability company, a transfer to one or more partners or members of Stockholder or to an Affiliate of affiliated corporation, trust or other business entity under common control with Stockholder, or if Stockholder is a trust, a transfer to a beneficiary, provided that (i) in each such case the applicable transferee has signed a voting agreement in substantially the form hereof and (ii) such transfer will not necessitate relating to the filing of a Form 4 reporting such transfertransferred Shares, (4d) transfers any transfer to another holder of Shares or Parent Equity Rights the capital stock of the Company that has signed a support voting agreement in substantially the form of this Agreementhereof relating to the transferred Shares, and (5e) transfers, sales or other dispositions as the Company Targacept 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 this Section 4, 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 Except as expressly contemplated by the date hereof until the Expiration DateMerger Agreement, each Stockholder shall not, directly or indirectly, (a) sellagrees not to transfer, assign, transfersell, tenderexchange, pledge, hypothecate, grant a security interest in or otherwise dispose of, or offer to transfer, assign, sell, exchange, encumber or otherwise dispose of, or grant any proxy or power of (includingattorney, without limitation, by the creation of any Liens) any Shares or any New Shares, (b) deposit any Shares or New Shares into a voting trust or enter into a voting agreement agreement, understanding or similar arrangement with respect to such any of the Shares or New Shares or grant at 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 Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder from performing Stockholder’s obligations under this Agreement. Notwithstanding the foregoing, Stockholder may make (1) transfers by will, by operation of law (including transfers pursuant to a qualified domestic order or in connection with a divorce settlement), or other transfers for estate-planning purposes, in which case this Agreement shall bind the transferee, (2) with respect to Stockholder’s Parent Equity Rights which expire on or time prior to consummation of the Merger or the Expiration Date, transfersas defined herein, sale, or other disposition of except that a Stockholder may transfer its Shares to Parent as payment for the a Permitted Transferee if, and only if, (i) exercise price, if applicable, of Stockholder’s Parent Equity Rights and (ii) taxes applicable prior to the exercise of Stockholder’s Parent Equity Rights, (3) if Stockholder is a partnership or limited liability company, a transfer to one or more partners or members of Stockholder or to an Affiliate of Stockholder, or if Stockholder is a trust, a transfer to a beneficiary, provided that (i) in each case the applicable transferee has signed a voting agreement in substantially the form hereof and (ii) such transfer will not necessitate the filing of a Form 4 reporting such transfer, (4) transfers to another holder of Shares or the Stockholder notifies Parent Equity Rights that has signed a support agreement in substantially the form of this Agreement, and (5) transfers, sales or other dispositions as the Company 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 this Section 4, 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 identity of such Shares subject to all of the restrictionsPermitted Transferee, liabilities and rights under this Agreement, which shall continue in full force and effect, notwithstanding represents that such transferee is not a Permitted Transferee and provides any information reasonably requested by Parent in order to confirm that such transferee is a Permitted Transferee, (ii) prior to such transfer such Permitted Transferee executes a copy of this Agreement agreeing to be bound by the terms hereof and (iii) such transfer is made in accordance with all applicable law (including any applicable federal and state securities laws), provided that no such transfer shall be made if the Company would be required to register any Shares under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended or any similar state securities laws or if the Company would become subject to the Investment Company Act of 1940, as amended. The "Expiration Date" shall mean the date on which the Merger Agreement shall have been terminated pursuant to Article VII of the Merger Agreement. "Permitted Transferee" shall mean, subject to this Section 1, in the case of any Stockholder, the person or entity to whom the following transfers are made: (A) a transfer made by such Stockholder to such Stockholder's spouse, parents or direct lineal descendants or a trust, the beneficiaries of which include only such Stockholder's spouse, parents or direct lineal descendants; (B) a transfer made by such Stockholder to a bonafide charitable organization within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, as amended; (C) a transfer made by a pro-rata distribution of such Shares to holders of equity interests in such Stockholder; and has not executed (D) a counterpart hereof or joinder hereto.transfer made by such Stockholder to an employee of such Stockholder. In addition, a "Permitted Transferee" shall include, subject to this Section 1, the entities to whom the following transfers are made (A) a transfer by C. Xxxx Xxxxxx to a Xxxxxx Controlled Entity, and (B) a transfer by a Xxxxxx