Common use of Special Restrictions Clause in Contracts

Special Restrictions. (a) LPS shall not take any action within its control, and shall cause all other members of the LPS Group to refrain from taking any action within their control, which would result in a direct or indirect Acquisition (taking into account the stock aggregation and attribution rules of section 355(e)) by one or more persons in the two-year period following the Distribution Date. (b) LPS (on behalf of itself and all other members of the LPS Group) hereby confirms and agrees that (i) neither LPS nor any other member of the LPS Group will, directly or indirectly, pre-pay, pay down, redeem, retire, or otherwise acquire, however effected, any of the LPS Securities prior to its stated maturity, other than through scheduled amortization payments and any mandatory prepayment amount made in accordance with the terms of the LPS Securities; and (ii) neither LPS nor any member of the LPS Group will take or permit to be taken any action at any time, including, without limitation, any modification to the terms of any of the LPS Securities, that could jeopardize, directly or indirectly, the qualification, in whole or in part, of any of the LPS Securities as “securities” within the meaning of section 361(c) of the Code. (c) The transactions described in Subsections (a) and (b) of Section 5.2 shall be referred to a “LPS Capital Transactions.” The restrictions on LPS Capital Transactions shall not apply if the LPS Capital Transaction Process is satisfied. As used herein, the “LPS Capital Transaction Process” shall be satisfied if all the following requirements are satisfied: i. LPS notifies FIS of the proposed LPS Capital Transaction; ii. LPS obtains either (a) an opinion of a nationally recognized law firm or accounting firm to the effect that such LPS Capital Transaction would not cause the Transactions to be taxable, in whole or in part, or (b) the written consent of FIS’s General Counsel or senior tax officer; and iii. LPS provides a copy of the opinion or consent described in Section 5.2(c)(ii) of this Agreement to FIS.