Interim Operations of Newco Clause Samples

Interim Operations of Newco. Newco was formed on May 30, 1997 solely for the purpose of engaging in the transactions contemplated hereby, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

Interim Operations of Newco. 34 5.10 Litigation . . . . . . . . . . . . . . . . . . . . . 34 5.11 No Regulatory Disqualifications . . . . . . . . . . 34 5.12 Joint Proxy Statement-Prospectus . . . . . . . . . . 34 5.13 Taxes . . . . . . . . . . . . . . . . . . . . . . . 35 5.14

Interim Operations of Newco. Newco is a newly organized Gesellschaft mit beschraenkter Haftung formed solely for the purpose of engaging in the transactions contemplated by this Agreement. Prior to the Closing, Newco will not have conducted any business, incurred any liabilities, or engaged in any other transactions, other than entering into this Agreement and doing such acts as are necessary in its capacity as a holding company with respect to the Foreign STEAG Subsidiaries under this Agreement.

Interim Operations of Newco. Newco has been incorporated on behalf of BANC ONE solely for the purposes of accomplishing the First Step Merger, has not engaged in any other business activity and has conducted its operations only as contemplated hereby.

Interim Operations of Newco. 41 5.24 Year 2000................................................... 41 5.25 Reorganization; Pooling of Interests........................ 41

Interim Operations of Newco. 22 3.22 Investment..................................................22

Interim Operations of Newco. 29 4.6 Brokers......................................... 29 4.7 Financing....................................... 29 ARTICLE V COVENANTS....................................... 30 5.1 Conduct of Business............................. 30

Interim Operations of Newco. 29 5.10 Brokers.....................................................................29 5.11

Interim Operations of Newco. Newco was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged, and will engage, in no other business activities and has, and will continue to have, no debt outstanding. The authorized capital stock of Newco consists solely of 10,000 shares of common stock, par value $0.01 per share (Newco Common Stock), of which 100 shares are issued and outstanding. All of the issued and outstanding shares of Newco Common Stock have been duly authorized and validly issued, are fully paid and nonassessable. All of the issued and outstanding shares of Newco Common Stock are owned by the Company, and the Company has not entered into any agreements or arrangements to sell or transfer such stock to a third party.