Common use of Certain Covenants of the Shareholder Clause in Contracts

Certain Covenants of the Shareholder. 6.1. Except in accordance with the express provisions of this Agreement, the Shareholder agrees not to, directly or indirectly: (a) grant any proxies, deposit any Securities into a voting trust or enter into a voting agreement with respect to any Securities; or (b) convert any shares of Class B Common Stock beneficially owned by it into shares of Class A Common Stock or take any action or omit to take any action which could reasonably be expected to result in the conversion of any Class B Common Stock beneficially owned by it into shares of Class A Common Stock. 6.2. Immediately after the Required Approval is obtained, the Shareholder shall take such action pursuant to the Articles of Incorporation and otherwise to cause the Class B Common Stock beneficially owned by it to be converted into shares of Class A Common Stock as soon as possible thereafter. 6.3. As a condition to the effectiveness of this Agreement and the Initial Closing under the Purchase Agreement, Shareholder shall deliver to Xxxxxxxxxx (i) an opinion of Xxxx, Weiss, Rifkind, Xxxxxxx and Xxxxxxxx, (ii) an opinion of Xxxxxx, Westwood & Riegels and (iii) an opinion of Xxxxx, Xxxxxxxx & Xxxxxxx LLP in substantially the forms of Exhibits 6.3(a), (b) and (c).