Common use of Additional Continuing Covenants Clause in Contracts

Additional Continuing Covenants. (a) ▇▇▇▇▇▇▇ RESTRICTIONS. ▇▇▇▇▇▇▇ agrees that, until such time as the stock of ▇▇▇▇▇▇▇ owned by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Affiliates constitutes fifty percent (50%) or less of the total combined voting power of all of the outstanding stock of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (1) will not knowingly take or fail to take, or permit any ▇▇▇▇▇▇▇ Affiliate to knowingly take or fail to take, any action that could reasonably be expected to preclude Walter’s ability to effectuate a Distribution, and (2) will not issue any stock of ▇▇▇▇▇▇▇ (or any instrument that is convertible, exercisable or exchangeable into any such stock) in an acquisition or public or private offering if, immediately after such issuance, ▇▇▇▇▇▇ would, or would reasonably be expected to, not own stock of ▇▇▇▇▇▇▇ that, on a fully diluted basis, constitutes “control” (within the meaning of Section 368(c) of the Code) of ▇▇▇▇▇▇▇. In the event of a Distribution, ▇▇▇▇▇▇▇ agrees that (1) it will take, and cause each ▇▇▇▇▇▇▇ Affiliate to take, any action reasonably requested by ▇▇▇▇▇▇ in order to enable ▇▇▇▇▇▇ to effectuate a Distribution (including, without limitation, any internal restructuring necessary to satisfy the active trade or business requirement of Section 355(b) of the Code) and (2) it will not take or fail to take, or permit any ▇▇▇▇▇▇▇ Affiliate to take or fail to take, any action where such action or failure to act would be inconsistent with any written representations of an officer of ▇▇▇▇▇▇▇ pursuant to Section 4.2(e) of this Agreement with respect to any material, information, covenant or representation that relates to facts or matters related to ▇▇▇▇▇▇▇, any ▇▇▇▇▇▇▇ Affiliate, or the ▇▇▇▇▇▇▇ Business in an Officer’s Certificate, Tax Opinion, Supplemental Tax Opinion, Ruling Documents, Supplemental Ruling Documents, Ruling, or Supplemental Ruling other than as permitted by Section 4.2(c) of this Agreement. For this purpose an action is considered inconsistent with a representation if the representation states that there is no plan or intention to take such action. In the event of a Distribution, ▇▇▇▇▇▇▇ agrees that it will not take (and it will cause the ▇▇▇▇▇▇▇ Affiliates to refrain from taking) any position on a Tax Return that is inconsistent with the treatment of a Distribution as a tax-free transaction under Section 355 of the Code.