Common use of Pooling Lock-Up Clause in Contracts

Pooling Lock-Up. Notwithstanding any other provision of this --------------- Affiliate Agreement to the contrary, from and after the date of this Agreement, Shareholder will not further sell, transfer, exchange, pledge or otherwise dispose of, or in any other way reduce Shareholder's risk of ownership or investment in, or make any offer or agreement relating to any of the foregoing with respect to any INDUS Securities or any rights, options or warrants to purchase INDUS Securities or any Merger Securities or other securities of Newco during the time period (the "Lock-Up Period") beginning thirty (30) days immediately preceding the Effective Time and ending at such time after the Effective Time as Newco has publicly released the combined financial results of Newco, INDUS and TSW for a period of at least thirty (30) days of combined operations of Newco, INDUS and TSW after the Effective Time of the Merger. Newco agrees to publish such financial results expeditiously in a manner consistent with INDUS' prior practices. Notwithstanding the foregoing, Newco agrees that any "affiliates" of INDUS within the meaning of Rule 145 will be allowed, as a group, to sell up to 1% of INDUS Stock under the "de minimis" exceptions to the pooling of interest requirements, with each transaction to be approved in advance by Newco's auditors.

Pooling Lock-Up. Notwithstanding any other provision of this --------------- Affiliate Agreement to the contrary, from and after the date of this Agreement, Shareholder Stockholder will not further sell, transfer, exchange, pledge or otherwise dispose of, or in any other way reduce ShareholderStockholder's risk of ownership or investment in, or make any offer or agreement relating to any of the foregoing with respect to any INDUS OpenVision Securities or any rights, options or warrants to purchase INDUS OpenVision Securities or any Merger Securities or other securities of Newco during the time period (the "LockLOCK-Up PeriodUP PERIOD") beginning thirty (30) days immediately preceding the Effective Time and ending at such time after the Effective Time as Newco has publicly released the combined financial results of Newco, INDUS VERITAS and TSW OpenVision for a period of at least thirty (30) days of combined operations of Newco, INDUS VERITAS and TSW OpenVision after the Effective Time of the Merger. Newco agrees to publish such financial results expeditiously in a manner consistent with INDUSVERITAS' prior practices. Notwithstanding the foregoing, Newco agrees that any "affiliates" of INDUS OpenVision within the meaning of Rule 145 will be allowed, allowed as a group, group to sell up to an aggregate of 1% of INDUS OpenVision Stock under the "de minimis" exceptions to the pooling of interest requirements, with each transaction to be approved in advance by Newco's auditors.

Pooling Lock-Up. Notwithstanding any other provision of this --------------- Affiliate Agreement to the contrary, from and after the date of this Agreement, Shareholder Stockholder will not further sell, transfer, exchange, pledge or otherwise dispose of, or in any other way reduce ShareholderStockholder's risk of ownership or investment in, or make any offer or agreement relating to any of the foregoing with respect to any INDUS TSW Securities or any rights, options or warrants to purchase INDUS TSW Securities or any Merger Securities or other securities of Newco during the time period (the "Lock-Up PeriodPeriod ") beginning thirty (30) days immediately preceding the Effective Time and ending at such time after the Effective Time as Newco has publicly released the combined financial results of Newco, INDUS and TSW for a period of at least thirty (30) days of combined operations of Newco, INDUS and TSW after the Effective Time of the Merger. Newco agrees to publish such financial results expeditiously in a manner consistent with INDUS' prior practices. Notwithstanding the foregoing, Newco agrees that any "affiliates" of INDUS TSW within the meaning of Rule 145 will be allowed, allowed as a group, group to sell up to an aggregate of 1% of INDUS TSW Stock under the "de minimis" exceptions to the pooling of interest requirements, with each transaction to be approved in advance by Newco's auditors.

Pooling Lock-Up. Notwithstanding any other provision of this --------------- Affiliate Agreement to the contrary, from and after the date of this Agreement, Shareholder Stockholder will not further sell, transfer, exchange, pledge or otherwise dispose of, or in any other way reduce ShareholderStockholder's risk of ownership or investment in, or make any offer or agreement relating to any of the foregoing with respect to any INDUS TSW Securities or any rights, options or warrants to purchase INDUS TSW Securities or any Merger Securities or other securities of Newco during the time period (the "Lock-Up Period") beginning thirty (30) days immediately preceding the Effective Time and ending at such time after the Effective Time as Newco has publicly released the combined financial results of Newco, INDUS and TSW for a period of at least thirty (30) days of combined operations of Newco, INDUS and TSW after the Effective Time of the Merger. Newco agrees to publish such financial results expeditiously in a manner consistent with INDUS' prior practices. Notwithstanding the foregoing, Newco agrees that any "affiliates" of INDUS TSW within the meaning of Rule 145 will be allowed, allowed as a group, group to sell up to an aggregate of 1% of INDUS TSW Stock under the "de minimis" exceptions to the pooling of interest requirements, with each transaction to be approved in advance by Newco's auditors.

Pooling Lock-Up. Notwithstanding any other provision of this --------------- Affiliate Agreement to the contrary, from and after the date of this Agreement, Shareholder will not further sell, transfer, exchange, pledge or otherwise dispose of, or in any other way reduce Shareholder's risk of ownership or investment in, or make any offer or agreement relating to any of the foregoing with respect to any INDUS VERITAS Securities or any rights, options or warrants to purchase INDUS VERITAS Securities or any Merger Securities or other securities of Newco during the time period (the "LockLOCK-Up PeriodUP PERIOD") beginning thirty (30) days immediately preceding the Effective Time and ending at such time after the Effective Time as Newco has publicly released the combined financial results of Newco, INDUS VERITAS and TSW OpenVision for a period of at least thirty (30) days of combined operations of Newco, INDUS VERITAS and TSW OpenVision after the Effective Time of the Merger. Newco agrees to publish such financial results expeditiously in a manner consistent with INDUSVERITAS' prior practices. Notwithstanding the foregoing, Newco agrees that any "affiliates" of INDUS VERITAS within the meaning of Rule 145 will be allowed, as a group, to sell up to 1% of INDUS VERITAS Stock under the "de minimis" exceptions to the pooling of interest requirements, with each transaction to be approved in advance by Newco's auditors.