Common use of Newco Transactions Clause in Contracts

Newco Transactions. Wellsford, on January 8, 1997, formed Newco. Immediately prior to the time of effectiveness of the Merger: (a) Wellsford shall, and shall cause Newco to, execute and deliver the Contribution Agreement and consummate the transactions contemplated thereby; (b) EQR will cause ERP Operating Limited Partnership, an Illinois limited partnership of which EQR is the sole general partner (the "ERP Operating Partnership"), to execute and deliver, and Wellsford shall cause Newco to execute and deliver, the Common Stock and Preferred Stock Purchase Agreement in substantially the form annexed hereto as Exhibit "C" (the "Newco Stock Purchase Agreement"); (c) EQR will cause ERP Operating Partnership to execute and deliver, and Wellsford shall cause Newco to execute and deliver, the Agreement Regarding Palomino Park in substantially the form annexed hereto as Exhibit "D" (the "Palomino Agreement"); (d) EQR will cause ERP Operating Partnership to execute and deliver, and Wellsford shall cause Newco to execute and deliver, the Credit Enhancement Agreement in substantially the form annexed hereto as Exhibit "E" (the "Palomino Credit Enhancement Agreement"); (e) EQR will cause ERP Operating Partnership to execute and deliver, and Wellsford shall cause Newco to execute and deliver, the Sonterra Right of First Offer Agreement in substantially the form annexed hereto as Exhibit "F" (the "Sonterra Right of First Offer Agreement"); and (f) Wellsford will distribute to its common shareholders, as a distribution taxable under Code Section 301, all the outstanding shares of Newco owned by Wellsford as further described in the Contribution Agreement, so that each holder of common shares of beneficial interest of Wellsford, $0.01 par value per share ("Wellsford Common Shares"), receives one common share of Newco for each Wellsford Common Share held by such holder (such transactions being referred to collectively as the "Spin-Off"). Immediately after the Effective Time (as defined below), the transactions contemplated by the Newco Stock Purchase Agreement, the Palomino Agreement and the Palomino Credit Enhancement Agreement which are to occur on the Closing Date (as defined below) shall be consummated.