Common use of Reporting and Restrictions Clause in Contracts

Reporting and Restrictions. (i) During the two-year period commencing immediately after the Distribution Date, at quarterly intervals and at any other time reasonably requested by the party to receive such report, Parent will provide to SpinCo and SpinCo will provide to Parent a report ("Report") listing for the period commencing immediately after the Distribution Date and ending on the date of the Report any issuance, sale, transfer, assignment or redemption (or any agreement concerning the issuance, sale, transfer, assignment or redemption) of the reporting corporation's or any of its Affiliates': (x) Stock (excluding any sale, transfer, or assignment of Stock that meets the requirements of the safe harbor in Treas. Xxx.xx. 1. 355-7T(d)(5)); (y) Stock Options; or (z) Assets (excluding: (A) any sale, transfer, or assignment of Assets that is fully taxable to the selling, transferring, or assigning corporation; and (B) any other sale, transfer, or assignment of Assets that in the aggregate does not exceed 5 percent of the gross assets of the selling, transferring, or assigning corporation as reflected on such corporation's balance sheet during any 90 day period). (ii) At any time during the two-year period commencing immediately after the Distribution Date that the issuance, sale, transfer, assignment or redemption (or any agreement concerning the issuance, sale, arrangement, assignment or redemption) of the reporting corporation's (or its Affiliates) Stock or Stock Options would exceed 10 percent by vote or value of the reporting corporation's (or its Affiliates) outstanding Stock (treating Stock Options as exercised) when aggregated with all prior such issuances, sales, transfer, assignments or redemptions occurring after the Distribution Date, or the issuance, sale, transfer, or assignment (or any agreement concerning the issuance, sale, transfer, or assignment) of the reporting corporation's (or its Affiliates) Assets, when aggregated with all prior such issuances, sales, transfers of assignments occurring after the Distribution Date, exceeds 10 percent of the gross assets of the selling, transferring, or assigning corporation as reflected on such corporation's balance sheet, a notice ("Notice") of such transaction must be given to the other party within 10 days of entering into any agreement concerning the issuance, sale, arrangement, assignment or redemption of the reporting corporation's (or its Affiliate's) stock (but in no event less than 30 days prior to such issuance, transfer, assignment or redemption). For purposes of this clause (ii) of Section 2.04(e), the exclusions from Parent's and SpinCo's Asset reporting obligations contained in clause (i) of Section 2.04(e) shall not apply, but the exclusions to Parent's and SpinCo's Stock reporting obligations contained in clause (i) of Section 2.04(e) shall apply. (iii) Parent's and SpinCo's obligations to issue Reports and Notices will be extended beyond the two-year reporting period (not to exceed five years after the Distribution Date) until the consummation of any agreement resulting in the issuance, sale, transfer or assignment of the reporting corporation's Stock, Stock Options or Assets that is reported or required to be reported during the two-year period after the Distribution Date. (iv) If, before the two-year anniversary of the Distribution, the issuances, sales, transfers, assignments, or redemptions (or agreements concerning the issuance, sale, transfer, assignment or redemption) of the reporting corporation's Stock, Stock Options or Assets that are required to be reported pursuant to clause (ii) of this Section 2.04(e), in the aggregate, would equal or exceed (as calculated using a method provided by a nationally recognized tax advisor acceptable to both Parent and SpinCo) a 45 Percent Interest in such reporting company (the "45 Percent Threshold"), such company (or companies, if both have reached the 45 Percent Threshold) shall not act or fail to take any commercially reasonable act that would cause the 45 Percent Threshold to be exceeded without obtaining an opinion from a nationally recognized tax advisor (acceptable to both Parent and SpinCo) that such issuance, sale, transfer, assignment, or redemption (or agreement concerning the issuance, sale, transfer, assignment or redemption) will not cause Section 355(e) or (f) of the Code to apply to the Distribution or the Internal Distribution. The expense of obtaining any opinion under this clause (iv) of Section 2.04(e) will be borne by the party whose issuance, sale, transfer, assignment or redemption is the subject of such opinion. The party that receives such ruling or opinion shall forward a copy of such ruling or opinion to the other party at least thirty days prior to the consummation of the transaction contemplated to occur and with respect to which the ruling or opinion relates. (v) For purposes of this Section 2.04(e), Parent and SpinCo will not be required to report any issuance, sale, transfer, assignment, or redemption of Stock, Stock Options or Assets with respect to which (y) the Internal Revenue Service ("IRS") has issued a private letter ruling to Parent or SpinCo, or (z) a nationally recognized tax advisor acceptable to both Parent and SpinCo has issued an opinion that such issuance, sale, transfer, assignment, or redemption should not be required to be taken into account in applying Sections 355(e) or 355(f) of the Code by reason of any authority upon which taxpayers are authorized to rely. The expense of obtaining any opinion under this clause (v) of Section 2.04(e) from a nationally recognized tax advisor or an IRS private letter ruling will be borne by the party whose issuance, sale, transfer, assignment or redemption is the subject of such opinion or private letter ruling. The party that receives such ruling or opinion shall forward a copy of such ruling or opinion to the other party at least thirty days prior to the consummation of the transaction contemplated to occur and with respect to which the ruling or opinion relates.

Reporting and Restrictions. (i) During the two-year period commencing immediately after the Distribution Date, at At quarterly intervals beginning on March 31, 2002 and at any other time reasonably requested by the party to receive such report, during the period commencing immediately after the Date of the Second Distribution and ending two years after such date, Parent will provide to SpinCo Spinco, and SpinCo Spinco will provide to Parent a report ("Report") listing for the period commencing immediately after the Date of the Second Distribution Date and ending on the date of the Report any issuance, sale, transfer, assignment or redemption (or any agreement agreement, understanding, arrangement, or substantial negotiations concerning the issuance, sale, transfer, assignment or redemption) of the reporting corporation's or any of its Affiliates''s: (x) Stock (excluding any sale, transfer, or assignment of Stock between two shareholders neither of whom own, either directly or indirectly, five-percent or more of the Stock of the corporation whose Stock is transferred (treating all options as exercised), provided that the reporting corporation has not authorized such sale, transfer, or assignment and that such sale, transfer, or assignment meets the requirements of the safe harbor in Treas. Xxx.xx. 1. 355Temporary regulations Section 1.355-7T(d)(57(f)(5)); (y) Stock Options; or and (z) Assets (excluding: (A) any sale, transfer, or assignment of Assets that is fully taxable to the selling, transferring, or assigning corporationtransferee; and (B) any other sale, transfer, or assignment of Assets that in the aggregate does not exceed 5 percent of the gross assets of the selling, transferring, or assigning corporation as reflected on such corporation's balance sheet during any 90 day period). (ii) In addition within two months following the Date of the Second Distribution, Spinco shall provide to Parent a Report listing any issuance, sale, transfer, assignment or redemption (or any agreement, understanding, arrangement, or substantial negotiations, whether or not consummated, concerning the issuance, sale, arrangement, assignment or redemption) of Parent's and Spinco's Stock, Stock Options, or Assets in each instance for the period commencing two years before the Date of the First Distribution and ending on the Date of the Second Distribution. For purposes of this clause (ii) of Section 2.04(d) the exclusions from Parent's and Spinco's Asset reporting obligations contained in clause (i) of Section 2.04(d) shall not apply, but the exclusions to Parent's and Spinco's Stock reporting obligations contained in clause (i) of Section 2.04(d) shall apply. (iii) At any time during the two-year period commencing immediately after the Distribution Date that the issuance, sale, transfer, assignment or redemption (or any agreement agreement, understanding, arrangement, or substantial negotiations concerning the issuance, sale, arrangement, assignment or redemption) of the reporting corporation's (or its Affiliates) Stock or Stock Options would exceed 10 ten (10) percent by vote or value of the reporting corporation's (or its Affiliates) outstanding Stock (treating Stock Options as exercised) when aggregated with all prior such issuances, sales, transfer, assignments or redemptions occurring after the Distribution Dateredemptions, or the issuance, sale, transfer, or assignment (or any agreement agreement, understanding, arrangement, or substantial negotiations concerning the issuance, sale, transfer, or assignment) of the reporting corporation's (or its Affiliates) Assets, when aggregated with all prior such issuances, sales, transfers of assignments occurring after the Distribution Dateassignments, exceeds 10 percent of the gross assets of the selling, transferring, or assigning corporation as reflected on such corporation's balance sheet, a notice ("Notice") of such transaction must be given to the other party within 10 days of entering into any agreement concerning the issuance, sale, arrangement, assignment or redemption of the reporting corporation's (or its Affiliate's) stock (but in no event less than 30 days prior to such issuance, transfer, assignment or redemption (or the entering into of any agreement, understanding, arrangement, or substantial negotiations concerning the issuance, sale, arrangement, assignment or redemption). For purposes of this clause (iiiii) of Section 2.04(e), 2.04(d): (y) the exclusions from Parent's and SpinCoSpinco's Asset reporting obligations contained in clause (i) of Section 2.04(e2.04(d) shall not apply, but the exclusions to Parent's and SpinCoSpinco's Stock reporting obligations contained in clause (i) of Section 2.04(e2.04(d) shall apply, and (z) the transactions described in clause (ii) of this Section 2.04(d) shall be aggregated with transactions described in this clause (iii) for purposes of determining the obligation to issue a Notice under this clause (iii) of Section 2.04(d). (iiiiv) Parent's and SpinCoSpinco's obligations to issue Reports and Notices will be extended beyond the two-2 year reporting period (not to exceed five 5 years after the Distribution DateDate of the Second Distribution) until the consummation of any agreement resulting in agreement, understanding, arrangement or substantial negotiations for the issuance, sale, transfer or assignment of the reporting corporation's corporations' Stock, Stock Options or Assets that is reported or required to be reported during the two-2 year period after the Distribution DateDate of the Second Distribution. (ivv) If, before the two-year anniversary of the Second Distribution, the issuances, sales, transfers, assignments, or redemptions (or agreements agreement, understanding, arrangement or substantial negotiations concerning the issuance, sale, transfer, assignment or redemption) of the reporting corporation's Stock, Stock Options or Assets that are required to be reported pursuant to clause (iiiii) of this Section 2.04(e2.04(d), in the aggregate, would equal or exceed (as calculated using a method provided by a nationally recognized tax advisor acceptable to both Parent and SpinCoSpinco) a 45 40 Percent Interest in such reporting company (the "45 40 Percent Threshold"), such company (or companies, if both have reached the 45 40 Percent Threshold) shall not act take any action or fail to take any commercially reasonable act action that would cause the 45 40 Percent Threshold to be exceeded without obtaining an opinion from a nationally recognized tax advisor (acceptable to both Parent and SpinCoSpinco) that such issuance, sale, transfer, assignment, or redemption (or agreement agreement, understanding, arrangement or substantial negotiations concerning the issuance, sale, transfer, assignment or redemption) will not cause Section 355(e) of the Code to apply to the Second Distribution or (fSection 355(f) of the Code to apply to the Distribution or the Internal First Distribution. The expense of obtaining any opinion under this clause (ivv) of Section 2.04(e2.04(d) will be borne by the party whose issuance, sale, transfer, assignment or assignment, redemption is the subject of such opinion. The party that receives such ruling or opinion shall forward a copy of such ruling or opinion to the other party at least thirty days prior to the consummation of the transaction contemplated to occur and with respect to which the ruling or opinion relates. (vvi) For purposes of this Section 2.04(e2.04(d), Parent and SpinCo Spinco will not be required to report any issuance, sale, transfer, assignment, or redemption of Stock, Stock Options or Assets with respect to which (y) the Internal Revenue Service ("IRS") has issued a private letter ruling to Parent or SpinCoSpinco, or (z) a nationally recognized tax advisor acceptable to both Parent and SpinCo Spinco has issued an opinion opinion, that such issuance, sale, transfer, assignment, or redemption should is not be required to be taken into account in applying Sections 355(e) or 355(f) of the Code by reason of any authority statutory provision that may hereafter be enacted, any applicable final or temporary regulations that may hereafter be issued, or any applicable guidance that may hereafter be published by the IRS upon which taxpayers are authorized to rely. The expense of obtaining any opinion under this clause (v) of Section 2.04(e2.04(d)(iv) from a nationally recognized tax advisor or an IRS private letter ruling will be borne by the party whose issuance, sale, transfer, assignment or redemption is the subject of such opinion or private letter ruling. The party that receives such ruling or opinion shall forward a copy of such ruling or opinion to the other party at least thirty days prior to the consummation of the transaction contemplated to occur and with respect to which the ruling or opinion relates.

Reporting and Restrictions. (i) During the two-year period commencing immediately after the Distribution Date, at At quarterly intervals beginning on November 30, 2001 and at any other time reasonably requested by the party to receive such report, Parent during the period commencing immediately after the Date of the Second Distribution and ending two years after such date, NSI-Del will provide to SpinCo and SpinCo Spinco, NSI Enterprises will provide to Parent Spinco and Spinco will provide to NSI-Del and NSI Enterprises a report ("Report") listing for the period commencing immediately after the Date of the Second Distribution Date and ending on the date of the Report any issuance, sale, transfer, assignment or redemption (or any agreement agreement, understanding, arrangement, or substantial negotiations concerning the issuance, sale, transfer, assignment or redemption) of the reporting corporation's or any of its Affiliates''s: (x) Stock (excluding any sale, transfer, or assignment of Stock between two shareholders neither of whom own, either directly or indirectly, five-percent or more of the Stock of the corporation whose Stock is transferred (treating all options as exercised), provided that the reporting corporation has not authorized such sale, transfer, or assignment and that such sale, transfer, or assignment meets the requirements of the safe harbor in Treas. Xxx.xx. 1. 355Temporary regulations Section 1.355-7T(d)(57(f)(5)); (y) Stock Options; or and (z) Assets (excluding: (A) any sale, transfer, or assignment of Assets that is fully taxable to the selling, transferring, or assigning corporationtransferee; and (B) any other sale, transfer, or assignment of Assets that in the aggregate does not exceed 5 percent of the gross assets of the selling, transferring, or assigning corporation as reflected on such corporation's balance sheet during any 90 day period). (ii) At In addition within two months following the Date of the Second Distribution, Spinco shall provide to NSI-Del a Report listing any time during the two-year period commencing immediately after the Distribution Date that the issuance, sale, transfer, assignment or redemption (or any agreement agreement, understanding, arrangement, or substantial negotiations, whether or not consummated, concerning the issuance, sale, arrangement, assignment or redemption) of the reporting corporation's (or its Affiliates) Stock or Stock Options would exceed 10 percent by vote or value of the reporting corporation's (or its Affiliates) outstanding Stock (treating Stock Options as exercised) when aggregated with all prior such issuancesNSI-Del's, sales, transfer, assignments or redemptions occurring after the Distribution Date, or the issuance, sale, transfer, or assignment (or any agreement concerning the issuance, sale, transfer, or assignment) of the reporting corporation's (or its Affiliates) Assets, when aggregated with all prior such issuances, sales, transfers of assignments occurring after the Distribution Date, exceeds 10 percent of the gross assets of the selling, transferring, or assigning corporation as reflected on such corporation's balance sheet, a notice ("Notice") of such transaction must be given to the other party within 10 days of entering into any agreement concerning the issuance, sale, arrangement, assignment or redemption of the reporting corporation's (or its Affiliate's) stock (but in no event less than 30 days prior to such issuance, transfer, assignment or redemption). For purposes of this clause (ii) of Section 2.04(e), the exclusions from Parent's NSI Enterprises' and SpinCo's Asset reporting obligations contained in clause (i) of Section 2.04(e) shall not apply, but the exclusions to Parent's and SpinCo's Stock reporting obligations contained in clause (i) of Section 2.04(e) shall apply. (iii) Parent's and SpinCo's obligations to issue Reports and Notices will be extended beyond the two-year reporting period (not to exceed five years after the Distribution Date) until the consummation of any agreement resulting in the issuance, sale, transfer or assignment of the reporting corporationSpinco's Stock, Stock Options or Assets that is reported or required to be reported during the two-year period after the Distribution Date. (iv) IfOptions, before the two-year anniversary of the Distribution, the issuances, sales, transfers, assignments, or redemptions (or agreements concerning the issuance, sale, transfer, assignment or redemption) of the reporting corporation's Stock, Stock Options or Assets that are required to be reported pursuant to clause (ii) of this Section 2.04(e), in the aggregate, would equal or exceed (as calculated using a method provided by a nationally recognized tax advisor acceptable to both Parent and SpinCo) a 45 Percent Interest in such reporting company (the "45 Percent Threshold"), such company (or companies, if both have reached the 45 Percent Threshold) shall not act or fail to take any commercially reasonable act that would cause the 45 Percent Threshold to be exceeded without obtaining an opinion from a nationally recognized tax advisor (acceptable to both Parent and SpinCo) that such issuance, sale, transfer, assignment, or redemption (or agreement concerning the issuance, sale, transfer, assignment or redemption) will not cause Section 355(e) or (f) of the Code to apply to the Distribution or the Internal Distribution. The expense of obtaining any opinion under this clause (iv) of Section 2.04(e) will be borne by the party whose issuance, sale, transfer, assignment or redemption is the subject of such opinion. The party that receives such ruling or opinion shall forward a copy of such ruling or opinion to the other party at least thirty days prior to the consummation of the transaction contemplated to occur and with respect to which the ruling or opinion relates. (v) For purposes of this Section 2.04(e), Parent and SpinCo will not be required to report any issuance, sale, transfer, assignment, or redemption of Stock, Stock Options or Assets with respect to which (y) the Internal Revenue Service ("IRS") has issued a private letter ruling to Parent or SpinCo, or (z) a nationally recognized tax advisor acceptable to both Parent and SpinCo has issued an opinion that such issuance, sale, transfer, assignment, or redemption should not be required to be taken into account in applying Sections 355(e) or 355(f) of the Code by reason of any authority upon which taxpayers are authorized to rely. The expense of obtaining any opinion under this clause (v) of Section 2.04(e) from a nationally recognized tax advisor or an IRS private letter ruling will be borne by the party whose issuance, sale, transfer, assignment or redemption is the subject of such opinion or private letter ruling. The party that receives such ruling or opinion shall forward a copy of such ruling or opinion to the other party at least thirty days prior to the consummation of the transaction contemplated to occur and with respect to which the ruling or opinion relates.or

Reporting and Restrictions. (i) During the two-year period commencing immediately after the Distribution Date, at At quarterly intervals beginning on February 30, 2001 and at any other time reasonably requested by the party to receive such report, Parent during the period commencing immediately after the Date of the Second Distribution and ending two years after such date, NSI-Del will provide to SpinCo and SpinCo Spinco, NSI Enterprises will provide to Parent Spinco and Spinco will provide to NSI-Del and NSI Enterprises a report ("Report") listing for the period commencing immediately after the Date of the Second Distribution Date and ending on the date of the Report any issuance, sale, transfer, assignment or redemption (or any agreement agreement, understanding, arrangement, or substantial negotiations concerning the issuance, sale, transfer, assignment or redemption) of the reporting corporation's or any of its Affiliates''s: (x) Stock (excluding any sale, transfer, or assignment of Stock between two shareholders neither of whom own, either directly or indirectly, five-percent or more of the Stock of the corporation whose Stock is transferred (treating all options as exercised), provided that the reporting corporation has not authorized such sale, transfer, or assignment and that such sale, transfer, or assignment meets the requirements of the safe harbor in Treas. Xxx.xx. 1. 355Temporary regulations Section 1.355-7T(d)(57(f)(5)); (y) Stock Options; or and (z) Assets (excluding: (A) any sale, transfer, or assignment of Assets that is fully taxable to the selling, transferring, or assigning corporationtransferor; and (B) any other sale, transfer, or assignment of Assets that in the aggregate does not exceed 5 percent of the gross assets of the selling, transferring, or assigning corporation as reflected on such corporation's balance sheet during any 90 day period). (ii) In addition within two months following the Date of the Second Distribution, Spinco shall provide to NSI-Del a Report listing any issuance, sale, transfer, assignment or redemption (or any agreement, understanding, arrangement, or substantial negotiations, whether or not consummated, concerning the issuance, sale, arrangement, assignment or redemption) of NSI-Del's, NSI Enterprises' and Spinco's Stock, Stock Options, or Assets in each instance for the period commencing two years before the Date of the First Distribution and ending on the Date of the Second Distribution. For purposes of this clause (ii) of Section 2.04(d) the exclusions from NSI-Del's, NSI Enterprises' and Spinco's Stock and Asset reporting obligations contained in clause (i) of Section 2.04(d) shall apply. (iii) At any time during the two-year period commencing immediately after the Distribution Date that the issuance, sale, transfer, assignment or redemption (or any agreement agreement, understanding, arrangement, or substantial negotiations concerning the issuance, sale, arrangement, assignment or redemption) of the reporting corporation's (or its Affiliates) Stock or Stock Options would exceed 10 ten (10) percent by vote or value of the reporting corporation's (or its Affiliates) outstanding Stock (treating Stock Options as exercised) when aggregated with all prior such issuances, sales, transfer, assignments or redemptions occurring after the Distribution Date, or the issuance, sale, transfer, or assignment (or any agreement agreement, understanding, arrangement, or substantial negotiations concerning the issuance, sale, transfer, or assignment) of the reporting corporation's (or its Affiliates) Assets, when aggregated with all prior such issuances, sales, transfers of assignments occurring after the Distribution Date, exceeds Assets would exceed 10 percent of the gross assets of the selling, transferring, or assigning corporation as reflected on such corporation's balance sheet, a notice ("Notice") of such transaction must be given to the other party within 10 days of entering into any agreement concerning the issuance, sale, arrangement, assignment or redemption of the reporting corporation's (or its Affiliate's) stock (but in no event less than 30 days prior to such issuance, transfer, assignment or redemption (or the entering into of any agreement, understanding, arrangement, or substantial negotiations concerning the issuance, sale, arrangement, assignment or redemption). For purposes of this clause (iiiii) of Section 2.04(e2.04(d), the exclusions from ParentNSI-Del's, NSI Enterprises' and Spinco's Stock and SpinCo's Asset reporting obligations contained in clause (i) of Section 2.04(e) shall not apply, but the exclusions to Parent's and SpinCo's Stock reporting obligations contained in clause (i) of Section 2.04(e2.04(d) shall apply. (iii) Parent's and SpinCo's obligations to issue Reports and Notices will be extended beyond the two-year reporting period (not to exceed five years after the Distribution Date) until the consummation of any agreement resulting in the issuance, sale, transfer or assignment of the reporting corporation's Stock, Stock Options or Assets that is reported or required to be reported during the two-year period after the Distribution Date. (iv) If, before the two-year anniversary of the Distribution, the issuances, sales, transfers, assignments, or redemptions (or agreements concerning the issuance, sale, transfer, assignment or redemption) of the reporting corporation's Stock, Stock Options or Assets that are required to be reported pursuant to clause (ii) of this Section 2.04(e), in the aggregate, would equal or exceed (as calculated using a method provided by a nationally recognized tax advisor acceptable to both Parent and SpinCo) a 45 Percent Interest in such reporting company (the "45 Percent Threshold"), such company (or companies, if both have reached the 45 Percent Threshold) shall not act or fail to take any commercially reasonable act that would cause the 45 Percent Threshold to be exceeded without obtaining an opinion from a nationally recognized tax advisor (acceptable to both Parent and SpinCo) that such issuance, sale, transfer, assignment, or redemption (or agreement concerning the issuance, sale, transfer, assignment or redemption) will not cause Section 355(e) or (f) of the Code to apply to the Distribution or the Internal Distribution. The expense of obtaining any opinion under this clause (iv) of Section 2.04(e) will be borne by the party whose issuance, sale, transfer, assignment or redemption is the subject of such opinion. The party that receives such ruling or opinion shall forward a copy of such ruling or opinion to the other party at least thirty days prior to the consummation of the transaction contemplated to occur and with respect to which the ruling or opinion relates. (v) For purposes of this Section 2.04(e), Parent and SpinCo will not be required to report any issuance, sale, transfer, assignment, or redemption of Stock, Stock Options or Assets with respect to which (y) the Internal Revenue Service ("IRS") has issued a private letter ruling to Parent or SpinCo, or (z) a nationally recognized tax advisor acceptable to both Parent and SpinCo has issued an opinion that such issuance, sale, transfer, assignment, or redemption should not be required to be taken into account in applying Sections 355(e) or 355(f) of the Code by reason of any authority upon which taxpayers are authorized to rely. The expense of obtaining any opinion under this clause (v) of Section 2.04(e) from a nationally recognized tax advisor or an IRS private letter ruling will be borne by the party whose issuance, sale, transfer, assignment or redemption is the subject of such opinion or private letter ruling. The party that receives such ruling or opinion shall forward a copy of such ruling or opinion to the other party at least thirty days prior to the consummation of the transaction contemplated to occur and with respect to which the ruling or opinion relates.

Reporting and Restrictions. (i) During the two-year period commencing immediately after the Distribution Date, at At quarterly intervals beginning on June 30, 2001 and at any other time reasonably requested by the party to receive such report, Parent during the period commencing on the date of the Spin-off and ending 2 years after such date, Willxxxx xxxl provide to Communications and Communications will provide to SpinCo and SpinCo will provide to Parent a report Willxxxx x xeport ("Report") listing for the period commencing immediately after two years before the Distribution Date date of the Spin-off and ending on the date of the Report any issuance, sale, transfer, or assignment or redemption (or any agreement agreement, understanding, arrangement, or substantial negotiations concerning the issuance, sale, transferarrangement, assignment or redemptionassignment) of the reporting corporation's or any of its Affiliates''s: (x) Stock (to the extent such issuance, sale, transfer, or assignment has been documented in Schedules 13D or 13G filed with the Securities and Exchange Commission, and excluding any sale, transfer, or assignment of Stock that meets the requirements between two shareholders neither of whom own (either directly or indirectly) five-percent or more of the safe harbor in Treas. Xxx.xx. 1. 355-7T(d)(5Stock of the corporation whose Stock is transferred (treating all options as exercised), provided that the reporting corporation has not authorized such sale, transfer, or assignment); (y) Stock Options; or and (z) Assets (excluding: (A) any sale, transfer, or assignment of Assets that is fully taxable to the selling, transferring, or assigning corporationWillxxxx xx Communications; and (B) any other sale, transfer, or assignment of Assets that in the aggregate does not exceed 5 percent of the gross assets of the selling, transferring, or assigning corporation as reflected on such corporation's balance sheet during any 90 day period). (ii) At any time during the two-year quarterly period commencing immediately after the Distribution Date between Reports that the issuance, sale, transfer, or assignment or redemption (or any agreement agreement, understanding, arrangement, or substantial negotiations concerning the issuance, sale, arrangement, assignment or redemptionassignment) of the reporting corporation's (or its Affiliates) Stock or Stock Options would exceed 10 (other than those expressly excluded from Willxxxx' xxd Communications' reporting obligations under this section 5.03(b)) exceeds 5 percent by vote or value of the reporting corporation's (or its Affiliates) outstanding Stock (treating Stock Options as exercised) when aggregated with all prior such issuances, sales, transfer, assignments or redemptions occurring after the Distribution Date), or the issuance, sale, transfer, or assignment (or any agreement agreement, understanding, arrangement, or substantial negotiations concerning the issuance, sale, transferarrangement, or assignment) of the reporting corporation's Assets (or its Affiliatesother than those expressly excluded from Willxxxx' xxd Communications' reporting obligations under this section 5.03(b)) Assets, when aggregated with all prior such issuances, sales, transfers of assignments occurring after the Distribution Date, exceeds 10 5 percent of the gross assets of the selling, transferring, or assigning corporation as reflected on such corporation's balance sheet, a notice ("Notice") of such transaction must be given to the other party within 10 days of entering into any agreement concerning the issuance, sale, arrangement, assignment or redemption of the reporting corporation's (or its Affiliate's) stock (but in no event less than 30 days prior to such issuance, transfer, assignment or redemption). For purposes of this clause (ii) of Section 2.04(e), the exclusions from Parent's and SpinCo's Asset reporting obligations contained in clause (i) of Section 2.04(e) shall not apply, but the exclusions to Parent's and SpinCo's Stock reporting obligations contained in clause (i) of Section 2.04(e) shall applyas soon as possible. (iii) Parent's and SpinCo's Willxxxx' xxd Communications' obligations to issue Reports and Notices will be extended beyond the two-2 year reporting period (not to exceed five 5 years after the Distribution DateSpin-off) until the consummation of any agreement resulting in agreement, understanding, arrangement or substantial negotiations for the issuance, sale, transfer or assignment of the reporting corporation's corporations' Stock, Stock Options or Assets that is reported or required to be reported during the two-2 year period after the Distribution DateSpin-off. (iv) If any issuance, sale, transfer or assignment (or agreement, understanding, arrangement or substantial negotiations) of the reporting corporation's Stock, Stock Options or Assets (other than those expressly excluded from Willxxxx' xxd Communications' reporting obligations under this section 5.03(b)) is not to be reported, nationally recognized tax advisors retained by each of Willxxxx xxx Communications must first concur to such exclusion. If such advisors disagree, such issuance, sale, transfer or assignment (or agreement, understanding, arrangement or substantial negotiations) will be reported. If, before the two-year anniversary of the DistributionSpin-off, the issuances, sales, transferstransfers or assignments (or agreements, assignmentsunderstandings, arrangements, or redemptions (or agreements concerning the issuance, sale, transfer, assignment or redemptionsubstantial negotiations) of the reporting corporation's Stock, Stock Options or Assets that are required to be reported pursuant to clause (ii) of this Section 2.04(esection 5.03(b), in the aggregate, would equal or exceed (as calculated using a method provided by a nationally recognized tax advisor acceptable to both Parent and SpinCo) a 45 Percent Interest in such reporting company 48 percent (the "45 Percent 48 percent Threshold"), such company (or companies, if both have reached the 45 Percent 48 percent Threshold) shall not act take any action or fail to take any commercially reasonable act action that would cause the 45 Percent 48 percent Threshold to be exceeded without obtaining an opinion a ruling from a nationally recognized tax advisor (acceptable to both Parent and SpinCo) the IRS that such issuance, sale, transfer, assignment, transfer or redemption assignment (or agreement agreement, understanding, arrangement or substantial negotiations concerning the issuance, sale, transfer, assignment transfer or redemptionassignment) will not cause Section 355(e) or (f) of the Code to apply to the Distribution or the Internal DistributionSpin-off. The expense of obtaining any opinion under this clause (iv) of Section 2.04(e) will be borne by the party whose issuance, sale, transfer, assignment or redemption is the subject of such opinion. The party that receives such ruling or opinion shall forward a copy of such ruling or opinion to the other party at least thirty days prior to the consummation of the transaction contemplated to occur and with respect to which the ruling or opinion relates. (v) For purposes of this Section 2.04(e), Parent and SpinCo Willxxxx xxx Communications will not be required to report any issuance, sale, transfer, assignment, or redemption assignment of Stock, Stock Options or Assets with respect to which (y) the Internal Revenue Service ("IRS") IRS has issued (i) a private letter ruling to Parent or SpinCo, Willxxxx xx Communications or (zii) a nationally recognized tax advisor acceptable other IRS guidance that can be relied upon by the reporting corporation under the Code, to both Parent and SpinCo has issued an opinion the effect that such issuance, sale, transfer, assignment, or redemption should the transaction is not be required to be taken into account in applying Sections Section 355(e) or 355(f) of the Code by reason of any authority upon which taxpayers are authorized to relyCode. The expense of obtaining any opinion under this clause (v) of Section 2.04(e) from Communications and Willxxxx xxxll cooperate in applying for a nationally recognized tax advisor or an IRS private letter ruling that will be borne seek to minimize the potential restrictions imposed by the party whose issuance, sale, transfer, assignment or redemption is the subject of such opinion or private letter ruling. The party that receives such ruling or opinion shall forward a copy of such ruling or opinion to the other party at least thirty days prior to the consummation Section 355(e) of the transaction contemplated to occur and with respect to which the ruling or opinion relatesCode.