KCSI GROUP Sample Clauses

KCSI GROUP. (a) KCSI agrees that it will not take, and it will not permit any member of the KCSI Group to take, any action that will cause the Spin-off to fail to qualify as a tax-free spin-off under Code Section 355 unless required to do so by law. (b) KCSI represents and warrants that with respect to the portions of the representations made on pages 52 and 53 of the Initial Submission labeled (j), (k), (q), (s), (t) and (u) which relate to the KCSI Group, such representations are true and correct, and none of the KCSI Group has engaged in discussions which would cause such representations to be untrue. (c) KCSI represents and warrants that with respect to the portions of the representations which relate to the KCSI Group made in the letter ruling dated July 9, 1999 issued to KCSI with respect to the Spin-off (the "Letter Ruling", in which KCSI is referred to as Distributing), such representations are true and correct, and none of the KCSI Group has engaged in discussions which would cause such representations to be untrue. (d) For a period of three years after the Disaffiliation Date, KCSI agrees to notify Xxxxxxxx: (i) at least 30 days before KCSI issues any common stock or any interest convertible into common stock (all such interests "KCSI Common Stock") (other than pursuant to the exercise of stock options or the KCSI Employee Stock Purchase Plan) or (ii) within five days after KCSI becomes aware of any acquisition, exchange, merger or other corporate transaction which would involve 10% or more of the then outstanding KCSI Common Stock. The notice shall include a description of the occurrence that will involve KCSI Common Stock.