Common use of Covenants of Newco Clause in Contracts

Covenants of Newco. Newco hereby covenants and agrees that: (a) during the Pre-Effective Date Period (or until the earlier termination of this Agreement in accordance with the terms hereof): (i) with the consent of Vista and the Pescios to any deviation therefrom, which shall not be unreasonably withheld; (ii) as required to comply with any Law; or (iii) with respect to any matter contemplated by this Agreement or the Plan of Arrangement, including the transactions contemplated hereby, Newco shall: (i) not acquire or dispose of any material assets or incur any liabilities; (ii) except in connection with the transactions contemplated hereby, enter into or modify (or agree to enter into or modify) in any material respect any contract, agreement, commitment or arrangement; (iii) promptly advise Vista and the Pescios orally and, if then requested, in writing: A. of any event occurring subsequent to the date of this Agreement that would or could reasonably be expected to render any representation or warranty of Newco contained in this Agreement (except any such representation or warranty which speaks as of a date prior to the occurrence of such event), if made on or as of the date of such event or the Effective Date, untrue or inaccurate in any material respect; and B. of any material breach by Newco of any covenant or agreement contained in this Agreement. (b) Newco shall, during the Pre-Effective Date Period (or until the earlier termination of this Agreement in accordance with the terms hereof) perform all obligations required or desirable to be performed by it under this Agreement, co-operate with Vista and the Pescios in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement and, without limiting the generality of the foregoing, Newco shall: (i) defend all lawsuits or other legal, regulatory or other proceedings to which it is a party challenging or affecting this Agreement or the consummation of the transactions contemplated hereby; (ii) use its reasonable efforts to have lifted or rescinded any injunction or restraining order or other order relating to Newco which may adversely affect the ability of the parties to consummate the transactions contemplated hereby; and (iii) effect all necessary registrations, filings and submissions of information required by Governmental Entities from Newco. (c) Neither Newco nor any affiliate of Newco shall take any action that (without regard to any action taken or agreed to be taken by either of the Pescios) would prevent the Formation Transaction from qualifying as a single integrated transaction within the meaning of Section 351 of the U.S. Tax Code.

Covenants of Newco. Newco hereby covenants and agrees with EEC and REM that, prior to the Effective Date, except with the prior written consent of EEC and REM or other than as expressly contemplated or permitted by this Agreement: (a) during Newco will not allot or issue, or enter into any agreement for the Pre-Effective Date Period (allotment or until the earlier termination of this Agreement in accordance with the terms hereof): (i) with the consent of Vista and the Pescios issuance, or grant any other rights to any deviation therefrom, which shall not be unreasonably withheld; (ii) as required to comply with any Law; or (iii) with respect to any matter contemplated by this Agreement or the Plan of Arrangement, including the transactions contemplated herebyacquire, Newco shallShares or other securities or securities convertible into, exchangeable for, or which carry a right to acquire, (b) Newco will not: (i) not acquire alter or dispose amend or authorize any alteration or amendment to its constating documents as they exist at the date of this Agreement, except as required to complete the Amalgamation or any material assets transaction contemplated under this Agreement or incur any liabilitiesthe Amalgamation; (ii) except in connection with the transactions contemplated herebysplit, enter into consolidate, exchange or modify (reclassify its common shares or agree to enter into or modify) in any material respect any contract, agreement, commitment or arrangementother securities; (iii) promptly advise Vista and take any action or fail to take any action which would cause any of the Pescios orally andconditions precedent set forth in Article 6 not to be satisfied (except as may be expressly permitted hereunder); (c) Newco will not take any action, if then requestedrefrain from taking any action (subject to commercially reasonably efforts), in writing: A. of or permit any event occurring subsequent action to be taken or not taken, inconsistent with the date provisions of this Agreement that or which would reasonably be expected to materially impede the completion of the transactions contemplated hereby or which would or could reasonably be expected to render any representation or warranty of have a Material Adverse Effect on Newco, provided that where Newco contained in this Agreement (except is required to take any such representation action or warranty which speaks refrain from taking such action (subject to commercially reasonably efforts) as a result of a date prior to the occurrence this Agreement, Newco shall immediately notify EEC and REM in writing of such event)circumstances; (d) Newco will not enter into any transaction or perform any act that might interfere with, if made on delay or as be inconsistent with the consummation of the date of such event transactions contemplated herein or the Effective Datewhich would render, or which may reasonably be expected to render, untrue or inaccurate in any material respect; and B. respect of any material breach by Newco of any covenant or agreement contained Newco’s representations and warranties set forth in this Agreement.; (be) Newco shallwill, during both before and after the Pre-Effective Date Period (or until the earlier termination of this Agreement in accordance with the terms hereof) perform all obligations required or desirable to be performed by it under this AgreementDate, co-operate with Vista and the Pescios in connection therewith, execute and do all such other acts acts, further deeds, things and things assurances as may be necessary or desirable required in order to consummate the reasonable opinion of EEC’s and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement and, without limiting the generality of the foregoing, Newco shall: (i) defend all lawsuits or other legal, regulatory or other proceedings to which it is a party challenging or affecting this Agreement or the consummation of the transactions contemplated hereby; (ii) use its reasonable efforts to have lifted or rescinded any injunction or restraining order or other order relating to Newco which may adversely affect the ability of the parties REM’s counsel to consummate the transactions contemplated herebyherein; and (iiif) effect all necessary registrationsNewco will not announce an intention, filings and submissions of information required by Governmental Entities from Newco. (c) Neither Newco nor enter into any affiliate of Newco shall take agreement, or otherwise make a commitment to do any action that (without regard to any action taken or agreed to be taken by either of the Pescios) would prevent the Formation Transaction from qualifying as a single integrated transaction within the meaning of Section 351 things prohibited by any of the U.S. Tax Codeforegoing.