Common use of Agreement to Retain Subject Shares Clause in Contracts

Agreement to Retain Subject Shares. 1.1. Prior to the Expiration Date (as defined below), each Stockholder agrees not to: (a) transfer, assign, sell, gift-over, pledge or otherwise dispose of, or consent to any of the foregoing, any or all of the Subject Shares or any right or interest therein (“Transfer”); (b) enter into any contract, option or other agreement, arrangement or understanding with respect to any Transfer; (c) grant any proxy, power-of-attorney or other authorization or consent with respect to any of the Subject Shares (other than the proxy contemplated in Section 3 herein); or (d) deposit any of the Subject Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Subject Shares; provided, however, that notwithstanding the foregoing, from the date hereof until the Expiration Date, each Stockholder shall be permitted to Transfer its Subject Shares, or any interest or right therein, to any Affiliate of such Stockholder, provided that, in connection with any such Transfer, such Affiliate shall (x) execute a counterpart to this Agreement and grant a proxy to Parent in form substantially identical to that set forth in Section 3 below, and (y) agree in writing to hold such Subject Shares, or such interest or right therein, subject to the terms and conditions of this Agreement. As used herein, the term “Expiration Date” shall mean the earlier to occur of (x) the Effective Time, or (y) termination of the Merger Agreement in accordance with the terms thereof.

Agreement to Retain Subject Shares. 1.1. Prior to 1.1 At all times during the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date (as defined below), each Stockholder agrees not toshall not, except for transfers of Shares following the Effective Time in connection with the Merger: (a) transfer, assign, sell, gift-over, pledge or otherwise dispose of, or consent to any of the foregoing, any or all of the Subject Shares or any right or interest therein (“Transfer”); provided, however, that such restrictions shall not be applicable to (i) a gift of the Subject Shares made to Stockholder’s spouse or issue, including adopted children, or to a trust for the exclusive benefit of Stockholder or Stockholder’s spouse or issue, provided that such transferee agrees to be bound by the terms of this Agreement, (ii) a transfer of title to the Subject Shares effected pursuant to Stockholder’s will or the laws of intestate succession, or (iii) a transfer of title to the Subject Shares to a trust organized under the laws of the United States or any political subdivision thereof solely for the benefit of such Stockholder, provided that such transferee agrees to be bound by the terms of this Agreement; (b) enter into any contract, option or other agreement, arrangement or understanding with respect to any Transfer; (c) enter into any hedging or other derivative transaction with respect to the Subject Shares; (d) grant any proxy, power-of-attorney or other authorization or consent with respect to any of the Subject Shares (other than the proxy contemplated in Section 3 herein)Shares; or (de) deposit any of the Subject Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Subject Shares; provided, however, that notwithstanding the foregoing, from the date hereof until the Expiration Date, each Stockholder shall be permitted to Transfer its Subject Shares, or any interest or right therein, to any Affiliate of such Stockholder, provided that, in connection with any such Transfer, such Affiliate shall (x) execute a counterpart to this Agreement and grant a proxy to Parent in form substantially identical to that set forth in Section 3 below, and (y) agree in writing to hold such Subject Shares, or such interest or right therein, subject to the terms and conditions of this Agreement. As used herein, the term “Expiration Date” shall mean the earlier to occur of (x) the Effective Time, or (y) termination of the Merger Agreement in accordance with the terms thereof.

Agreement to Retain Subject Shares. 1.1. Prior to the Expiration Date (as defined below), each Stockholder agrees not toshall not: (a) transfer, assign, sell, gift-over, pledge or otherwise dispose of, or consent to any of the foregoing, any or all of the Subject Shares or any right or interest therein (“Transfer”); provided, however, such restrictions shall not be applicable to (i) a gift of the Subject Shares made to the Stockholder’s spouse or issue, including adopted children, or to a trust for the exclusive benefit of the Stockholder or the Stockholder’s spouse or issue, provided such transferee agrees to be bound by the terms of this Agreement (ii) a transfer of title to the Subject Shares effected pursuant to the Stockholder’s will or the laws of intestate succession or (iii) a gift of the Subject Shares made to a civic or other charitable organization, provided such transferee agrees to be bound by the terms of this Agreement; (b) enter into any contract, option or other agreement, arrangement or understanding with respect to any Transfer; (c) grant any proxy, power-of-attorney or other authorization or consent with respect to any of the Subject Shares (other than the proxy contemplated in Section 3 herein); or (d) deposit any of the Subject Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Subject Shares; provided, however, that notwithstanding the foregoing, from the date hereof until the Expiration Date, each Stockholder shall be permitted to Transfer its Subject Shares, or any interest or right therein, to any Affiliate of such Stockholder, provided that, in connection with any such Transfer, such Affiliate shall (x) execute a counterpart to this Agreement and grant a proxy to Parent in form substantially identical to that set forth in Section 3 below, and (y) agree in writing to hold such Subject Shares, or such interest or right therein, subject to the terms and conditions of this Agreement. As used herein, the term “Expiration Date” shall mean the earlier to occur of (x) the Effective Time, or (y) termination of the Merger Agreement in accordance with the terms thereof.