Covenants of Newco. Newco hereby covenants and agrees with PT as follows:
Covenants of Newco. Without limiting the generality of the provisions of Section 7.1, Newco, on behalf of itself and each member of the Newco Group, agrees and covenants that Newco and each member of the Newco Group will not, directly or indirectly, during the Restriction Period, (i) take any action that would result in Newco’s ceasing to be engaged in the active conduct of the Newco Business within the meaning of Section 355(b)(2)(A) of the Code, (ii) redeem or otherwise repurchase (directly or indirectly) any of Newco’s outstanding stock other than pursuant to open market stock repurchase programs meeting the requirements of Section 4.05(1)(b) of Revenue Procedure 96-30, 1996-1 C.B. 696, (iii) vary the relative voting rights of separate classes of Newco’s stock or convert one class of Newco’s stock into another class of its stock, (iv) liquidate or partially liquidate Newco, (v) merge or consolidate Newco with any other corporation, (vi) sell or otherwise dispose of the assets of Newco and its Subsidiaries, or take any other action or actions if such sale, other disposition or other action or actions in the aggregate would have the effect that one or more Persons acquire (or have the right to acquire), directly or indirectly, as part of a plan or series of related transactions, assets representing thirty percent (30%) or more of the fair market value of the assets of the Newco Group, not taking into account any Excepted Disposals, or (vii) take any other action or actions that in the aggregate would have the effect that one or more Persons acquire (or have the right to acquire), directly or indirectly, as part of a plan or series of related transactions, stock or equity securities of Newco representing a Fifty-Percent Equity Interest in Newco, other than a Permitted Acquisition. Newco covenants that so long as it qualifies as a REIT at the time of the Vornado Distribution (determined as if the taxable year of Newco ended at such time), it will qualify as a REIT for the taxable year in which the Vornado Distribution occurs so long as Section 856(c)(8) of the Code does not apply.
Covenants of Newco. NewCo covenants and agrees with SubCo and RWB that it will:
Covenants of Newco. (a) Prior to the Merger Effective Time except as may be required by applicable law and subject to the other provisions of this Agreement, Newco shall not engage, directly or indirectly, in any business or activity of the type or kind, and not enter into any agreement or arrangement with any person, or be subject to or bound by any obligation or undertaking, which is inconsistent with this Agreement or the Scheme.
Covenants of Newco. In addition to the covenants of NewCo provided for elsewhere in this Agreement, NewCo covenants and agrees with, and in favor of, IAC that it shall:
Covenants of Newco. 40 Section 6.4 Alternative Arrangement Concerning Company Nuclear Facilities..............40
Covenants of Newco. (a) NewCo shall not release or make any distribution of CDT Shares or other property to any Opsys Shareholder, whether pursuant to the Deferred Consideration Agreement or otherwise, in respect of such Opsys Shareholder’s beneficial interest in the CDT Shares or other consideration to be delivered by CDT at the Opsys Share Completion Date until such time as such Opsys Shareholder shall have delivered to Opsys and CDT (i) either the certificates representing the Opsys Shares beneficially owned by such Opsys Shareholder and transferred to CDT at the Opsys Share Completion Date or a letter or representation and indemnity in the form specified in Section 9.15 of the Transaction Agreement and (ii) in the case of any release or distribution of CDT Shares only, a Joinder Agreement duly executed by or on behalf of such Opsys Shareholder.
Covenants of Newco. (a) Newco irrevocably covenants that Newco shall issue to the Company a number of Newco Shares corresponding to the number of Equity Securities issued by the Company in respect of a Mandatory Contribution; provided that, in the event that any of such Equity Securities issued by the Company are securities convertible into or exchangeable or exercisable for Equity Securities of the Company (including Distributed Rights but excluding any option issued in connection with any Equity Plan), Newco shall, with respect to such convertible, exchangeable, or exercisable securities, issue to the Company a like amount and type of convertible, exchangeable, or exercisable securities (“Corresponding Securities”) that shall convert into or be exchanged or exercised for Equity Securities of Newco at the time(s) and in such number(s) as the applicable securities of the Company shall then convert or be exchanged into.
Covenants of Newco. (a) Newco shall be solely responsible to its Customers for providing telecommunications and other services, including, without limitation, contracting with its Customers for the provision of such services and performing customer service functions for its Customers, including responding to customer inquiries and complaints.
Covenants of Newco. NewCo covenants with Assignor as follows:
