Common use of MusicCo Covenants Clause in Contracts

MusicCo Covenants. MusicCo covenants and agrees with the Company and the Rights Agent and, in the case of clause (i) and clause (iv) solely with respect to the obligations relating to clause (i), below, for the benefit of the Holders, as follows: (i) neither it nor any Distributed Entity will distribute to all Holders of MusicCo Series A Common Stock rights or warrants to purchase the Capital Stock of any entity that would expire more than 45 days after the effective date of such distribution; (ii) neither it nor any Distributed Entity will make a distribution to all Holders of any class of its Capital Stock of any entity or of rights or warrants to purchase the Capital Stock of any entity at any time during the period (or the record date or effective date of which is at any time during the period) commencing with the Exercise Period and ending with the date on which the Company (or its assignee) becomes the record owner of the shares surrendered in such Exercise Period, nor will it or any Distributed Entity, without the prior written consent of the Company, make, pay or declare to all Holders of any class of its Capital Stock any other dividend or distribution or take any other action at any time during the period (or the record date or effective date of which is at any time during the period) commencing with the Exercise Period and ending with the date on which the Company (or its assignee) becomes the record owner of the shares surrendered in such Exercise Period, the reasonably foreseeable effect of which would be to reduce or otherwise adversely affect the Fair Market Value or the Per Share Value of MusicCo or such Distributed Entity, other than the actions specifically enumerated in Sections 6.02 through Section 6.06 for which an express adjustment to the Consideration Amount Per MusicCo Share and Consideration Amount Per Distributed Entity Share payable by the Company is provided; (iii) without the prior written consent of the Company, neither MusicCo nor any Distributed Entity will, at any time during the term of this Agreement, take or recommend to their respective shareholders any action the reasonably foreseeable effect of which would be to adversely affect the relative rights, powers or preferences of the shares of MusicCo Common Stock or Distributed Entity Stock to be acquired by the Company upon the exercise of Rights or the exercise by the Company of such rights, powers and preferences and of full rights of ownership of such shares; and (iv) prior to making any distribution of the Capital Stock of any entity or of rights or warrants to purchase the Capital Stock of any entity, the Applicable Entity making such distribution will cause such entity to execute and deliver a supplement to this Agreement pursuant to which such entity shall accept and agree to be bound by and comply with the provisions of this Agreement that relate to such entity (or will relate to such

MusicCo Covenants. MusicCo covenants and agrees ------------------ with the Company and the Rights Agent and, in the case of clause (i) and clause (iv) solely with respect to the obligations relating to clause (i), below, for the benefit of the Holders, as follows: (i) neither it nor any Distributed Entity will distribute to all Holders of MusicCo Series A Common Stock rights or warrants to purchase the Capital Stock of any entity that would expire more than 45 days after the effective date of such distribution; ; (ii) neither it nor any Distributed Entity will make a distribution to all Holders of any class of its Capital Stock of any entity or of rights or warrants to purchase the Capital Stock of any entity at any time during the period (or the record date or effective date of which is at any time during the period) commencing with the Exercise Period and ending with the date on which the Company (or its assignee) becomes the record owner of the shares surrendered in such Exercise Period, nor will it or any Distributed Entity, without the prior written consent of the Company, make, pay or declare to all Holders of any class of its Capital Stock any other dividend or distribution or take any other action at any time during the period (or the record date or effective date of which is at any time during the period) commencing with the Exercise Period and ending with the date on which the Company (or its assignee) becomes the record owner of the shares surrendered in such Exercise Period, the reasonably foreseeable effect of which would be to reduce or otherwise adversely affect the Fair Market Value or the Per Share Value of MusicCo or such Distributed Entity, other than the actions specifically enumerated in Sections 6.02 through Section 6.06 for which an express adjustment to the Consideration Amount Per MusicCo Share and Consideration Amount Per Distributed Entity Share payable by the Company is provided; (iii) without the prior written consent of the Company, neither MusicCo nor any Distributed Entity will, at any time during the term of this Agreement, take or recommend to their respective shareholders any action the reasonably foreseeable effect of which would be to adversely affect the relative rights, powers or preferences of the shares of MusicCo Common Stock or Distributed Entity Stock to be acquired by the Company upon the exercise of Rights or the exercise by the Company of such rights, powers and preferences and of full rights of ownership of such shares; and (iv) prior to making any distribution of the Capital Stock of any entity or of rights or warrants to purchase the Capital Stock of any entity, the Applicable Entity making such distribution will cause such entity to execute and deliver a supplement to this Agreement pursuant to which such entity shall accept and agree to be bound by and comply with the provisions of this Agreement that relate to such entity (or will relate to such

MusicCo Covenants. MusicCo covenants and agrees with the ----------------- Company and the Rights Agent and, in the case of clause (i) and clause (iv) solely with respect to the obligations relating to clause (i), below, for the benefit of the Holders, as follows: (i) neither it nor any Distributed Entity will distribute to all Holders of MusicCo Series A Common Stock rights or warrants to purchase the Capital Stock of any entity that would expire more than 45 days after the effective date of such distribution; (ii) neither it nor any Distributed Entity will make a distribution to all Holders of any class of its Capital Stock of any entity or of rights or warrants to purchase the Capital Stock of any entity at any time during the period (or the record date or effective date of which is at any time during the period) commencing with the Exercise Period and ending with the date on which the Company (or its assignee) becomes the record owner of the shares surrendered in such Exercise Period, nor will it or any Distributed Entity, without the prior written consent of the Company, make, pay or declare to all Holders of any class of its Capital Stock any other dividend or distribution or take any other action at any time during the period (or the record date or effective date of which is at any time during the period) commencing with the Exercise Period and ending with the date on which the Company (or its assignee) becomes the record owner of the shares surrendered in such Exercise Period, the reasonably foreseeable effect of which would be to reduce or otherwise adversely affect the Fair Market Value or the Per Share Value of MusicCo or such Distributed Entity, other than the actions specifically enumerated in Sections 6.02 through Section 6.06 for which an express adjustment to the Consideration Amount Per MusicCo Share and Consideration Amount Per Distributed Entity Share payable by the Company is provided; (iii) without the prior written consent of the Company, neither MusicCo nor any Distributed Entity will, at any time during the term of this Agreement, take or recommend to their respective shareholders any action the reasonably foreseeable effect of which would be to adversely affect the relative rights, powers or preferences of the shares of MusicCo Common Stock or Distributed Entity Stock to be acquired by the Company upon the exercise of Rights or the exercise by the Company of such rights, powers and preferences and of full rights of ownership of such shares; and (iv) prior to making any distribution of the Capital Stock of any entity or of rights or warrants to purchase the Capital Stock of any entity, the Applicable Entity making such distribution will cause such entity to execute and deliver a supplement to this Agreement pursuant to which such entity shall accept and agree to be bound by and comply with the provisions of this Agreement that relate to such entity (or will relate to suchsuch entity if it is thereafter deemed to be a Distributed Entity pursuant to this Article VI) and shall agree to cooperate with the Board of Directors of MusicCo and provide such Board with such information as it may from time to time reasonably request in connection with its determination of the Distributed Value of any distribution and the Undistributed Value of MusicCo from time to time in accordance with this Article VI and the definition of Significant Corporate Transaction.