Common use of Agreement to Retain Shares Clause in Contracts

Agreement to Retain Shares. (a) From and after the date hereof until the Expiration Date, Stockholder shall not, directly or indirectly, (i) cause or permit the Transfer (as defined below) of any of the Shares of which Stockholder is the beneficial owner (A) unless each person to which any of such Shares, or any interest in any of such Shares, is or may be transferred shall have (1) executed a counterpart of this Agreement and (2) agreed in writing to hold such Shares (or interest in such Shares) subject to all of the terms and provisions of this Agreement, (B) except by will or operation of law, in which case this Agreement shall bind the transferee, (ii) grant any proxies or powers of attorney, other than consistently with the terms of Section 1 of this Agreement, or deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares, or (iii) take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect in any material respect or have the effect of preventing or disabling Stockholder from performing Stockholder’s material obligations under this Agreement. (b) A person shall be deemed to have effected a “Transfer” of a Share if such person directly or indirectly (i) sells, pledges, encumbers, assigns, grants an option with respect to, transfers or disposes of such Share or any interest in such Share, or (ii) enters into an agreement or commitment providing for the sale of, pledge of, encumbrance of, assignment of, grant of an option with respect to, transfer of or disposition of such Share or any interest therein.

Agreement to Retain Shares. (a) From and after the date hereof until the Expiration DateTime, the Stockholder shall not, directly or indirectly, : (i) cause sell, assign, transfer, tender or permit otherwise dispose of (including, without limitation, by the Transfer creation of a Lien (as defined in Section 7(c) below)) of any of the Shares of which Stockholder is the beneficial owner (A) unless each person to which any of such Shares, or any interest in any of such Shares, is or may be transferred shall have (1) executed a counterpart of this Agreement and (2) agreed in writing to hold such Shares (or interest in such Shares) subject to all of the terms and provisions of this Agreement, (B) except by will or operation of law, in which case this Agreement shall bind the transferee, ; (ii) grant any proxies or powers of attorney, other than consistently with the terms of Section 1 of this Agreement, or 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 (except as otherwise provided herein); (iii) 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 7(c) below)) any Shares, ; or (iiiiv) take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect in any material respect or have the effect of preventing or disabling the Stockholder from performing the Stockholder’s material obligations under this Agreement. (b) A person Notwithstanding the foregoing, Section 6(a) shall be deemed to have effected not prohibit a “Transfer” transfer of a Share if such person directly Shares or indirectly New Shares by Stockholder (i) sellsto any family member or trust for the benefit of any family member, pledges(ii) to any stockholder, encumbersmember or partner of any Stockholder which is an entity, assigns(iii) to any Affiliate of Stockholder, grants an option with respect to(iv) to any person or entity if and to the extent required by any non-consensual injunction, transfers order, judgment or disposes decree of such Share any Governmental Authority, by divorce decree or any interest in such Shareby will, intestacy or other similar Law, or (iiv) enters into an agreement transfers as Parent may agree in writing in its sole and absolute discretion, so long as, in the case of each of the foregoing clauses, the assignee or commitment providing for transferee agrees to be bound by the sale ofterms of this Agreement and executes and delivers to the parties hereto a written consent and joinder memorializing such agreement. During the term of this Agreement, pledge ofthe Company will not register or otherwise recognize the transfer (book-entry or otherwise) of any Shares, encumbrance ofexcept as permitted by, assignment ofand in accordance with, grant of an option with respect to, transfer of or disposition of such Share or any interest thereinthis Agreement.

Agreement to Retain Shares. (a) From and after the date hereof until the Expiration DateTime, the Stockholder shall not, directly or indirectly, : (i) cause sell, assign, transfer, tender or permit otherwise dispose of (including, without limitation, by the Transfer creation of a Lien (as defined in Section 7(c) below)) of any of the Shares of which Stockholder is the beneficial owner (A) unless each person to which any of such Shares, or any interest in any of such Shares, is or may be transferred shall have (1) executed a counterpart of this Agreement and (2) agreed in writing to hold such Shares (or interest in such Shares) subject to all of the terms and provisions of this Agreement, (B) except by will or operation of law, in which case this Agreement shall bind the transferee, ; (ii) grant any proxies or powers of attorney, other than consistently with the terms of Section 1 of this Agreement, or 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 (except as otherwise provided herein); (iii) 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 7(c) below)) any Shares, ; or (iiiiv) take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect in any material respect or have the effect of preventing or disabling the Stockholder from performing the Stockholder’s material obligations under this Agreement. (b) A person Notwithstanding the foregoing, Section 6(a) shall be deemed to have effected not prohibit a “Transfer” transfer of a Share if such person directly Shares or indirectly New Shares by Stockholder (i) sellsto any family member or trust for the benefit of any family member, pledges, encumbers, assigns, grants an option with respect to, transfers or disposes of such Share or any interest in such Share, or (ii) enters into to any stockholder, member or partner of any Stockholder which is an agreement entity, (iii) to any Affiliate of Stockholder, (iv) to any person or commitment providing for entity if and to the sale ofextent required by any non-consensual Order, pledge ofby divorce decree or by will, encumbrance ofintestacy or other similar Applicable Law or (v) transfers as Parent may agree in writing in its sole and absolute discretion, assignment ofso long as, grant in the case of an option with respect toeach of the foregoing clauses, the assignee or transferee agrees to be bound by the terms of this Agreement and executes and delivers to the parties hereto a written consent and joinder memorializing such agreement. During the term of this Agreement, the Company will not register or otherwise recognize the transfer (book-entry or otherwise) of or disposition of such Share or any interest thereinShares, except as permitted by, and in accordance with, this Agreement.

Agreement to Retain Shares. (a) From and after the date hereof until the Expiration Date, each Stockholder shall not, directly or indirectly, (ia) cause sell, assign, transfer, tender, or permit otherwise dispose of (including, without limitation, by the Transfer creation of any Liens (as defined in Section 5(c) 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 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, unless such Contract, option, commitment or other arrangement or understanding provides for a transfer or disposition of any Shares or New Shares (x) permitted by Section 4(1) through Section 4(6) and would not otherwise in any way interfere with, or be inconsistent with the obligations under this Agreement; and/or (y) that would be effective following the Expiration Date, or (d) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing such Stockholder’s obligations under this Agreement. Any action taken in violation of the Shares of which foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, each Stockholder is the beneficial owner (A) unless each person to which any of such Shares, or any interest in any of such Shares, is or may be transferred shall have make (1) executed a counterpart of this Agreement and (2) agreed in writing to hold such Shares (or interest in such Shares) subject to all of the terms and provisions of this Agreement, (B) except transfers by will or by operation of lawLaw or other transfers for estate-planning purposes, in which case this Agreement shall bind the transferee, (ii2) grant any proxies or powers of attorney, other than consistently with the terms of Section 1 of this Agreement, or deposit any Shares into a voting trust or enter into a voting agreement with respect to any Sharessuch Stockholder’s Terrain Options which expire on or prior to the Expiration Date, transfers, sale, or (iii) take any action that would make any representation other disposition of Shares to Terrain, or warranty of Stockholder contained herein untrue or incorrect in any material respect or have broker-assisted cashless exercises, as payment for the effect of preventing or disabling Stockholder from performing Stockholder’s material obligations under this Agreement. (b) A person shall be deemed to have effected a “Transfer” of a Share if such person directly or indirectly (i) sellsexercise price of such Stockholder’s Terrain Options and (ii) taxes applicable to the exercise of such Stockholder’s Terrain Options or Terrain SARs, pledges, encumbers, assigns, grants an option (3) with respect toto Stockholder’s Terrain RSUs, (i) transfers or disposes for the net settlement of such Share or Stockholder’s Terrain RSUs settled in Shares (to pay any interest in such Share, tax withholding obligations) or (ii) enters into an agreement or commitment providing transfers for receipt upon settlement of such Stockholder’s Terrain RSUs, and the sale ofof 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 such Stockholder as a result of such settlement, pledge of(4) if such Stockholder is a partnership or limited liability company, encumbrance ofa transfer to one or more partners or members of such Stockholder or to an Affiliated corporation, assignment oftrust or other Entity under common control with such Stockholder, grant or if such Stockholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed a voting agreement that is reasonably acceptable to the Company, (5) transfers to another holder of an option with respect tothe capital stock of the Company that has signed a voting agreement that is reasonably acceptable to the Company, and (6) 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 Section 4(1) through Section 4(6), 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 Share 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 any interest thereinjoinder hereto.

Agreement to Retain Shares. (a) From and after the date hereof until the Expiration Date, Stockholder Stockholders shall not, directly or indirectly, (i) cause or permit the Transfer (as defined below) of any of the Shares of which Stockholder is the beneficial owner (A) unless each person to which any of such Shares, or any interest in any of such Shares, is or may be transferred shall have (1) executed a counterpart of this Agreement and (2) agreed in writing to hold such Shares (or interest in such Shares) subject to all of the terms and provisions of this Agreement, (B) except by will or operation of law, in which case this Agreement shall bind the transferee, (ii) grant any proxies or powers of attorney, other than consistently with the terms of Section 1 of this Agreement, or deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares, or (iii) take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect in any material respect or have the effect of preventing or disabling Stockholder from performing Stockholder’s material obligations under this Agreement. (b) A person shall be deemed to have effected a “Transfer” of a Share if such person directly or indirectly (i) sells, pledges, encumbers, assigns, grants an option with respect to, transfers or disposes of such Share or any interest in such Share, or (ii) enters into an agreement or commitment providing for the sale of, pledge of, encumbrance of, assignment of, grant of an option with respect to, transfer of or disposition of such Share or any interest therein.