Certain Covenants With Respect to the Class C Common Stock Clause Samples

Certain Covenants With Respect to the Class C Common Stock. (a) Subject to the limitations set forth below in Section 8.02(e), MNG covenants that it shall not, without the prior written consent of Hearst: (i) sell, lease, transfer or otherwise dispose of substantially all of the assets, property and goodwill of any newspaper or related publication allocated to the Non-Bay Area Business in any fiscal year where the aggregate consideration in all such transactions in such fiscal year exceeds $15,000,000 (other than pro rata to the holders of Class A Common Stock and the holders of Class C Common Stock, based on the relative Fair Values (as defined in the Restated Certificate) of the aggregate number of outstanding shares of the Class A Common Stock and Class C Common Stock, respectively); (ii) invest in or purchase the securities of, or any interest in, any Person, which securities or interests are to be allocated to the Non-Bay Area Business, except pursuant to clause (iii) of this Section 8.02(a) and except for Money Market Investments; (iii) acquire capital stock (or other equity interests) or capital assets of any Person or business to be allocated to the Non-Bay Area Business in any fiscal year where the aggregate consideration paid in all such transactions in such fiscal year exceeds $15,000,000; (iv) merge or consolidate with any Person (other than a merger or consolidation which does not involve any part of the Non-Bay Area Business); (v) enter into (x) any contract, agreement or transaction for any goods or services purchased for the Bay Area Business and Non-Bay Area Business on a joint basis unless the terms related to the individual newspapers (to the extent both Bay Area Business and Non-Bay Area Business newspapers are included) embodied in such contract, agreement or transaction are the same in all material respects (to the extent such contract, agreement or transaction does not specify terms for the individual newspapers, allocations to the individual newspapers shall be done on the same basis) or (y) any contract, agreement, understanding or transaction between the Non-Bay Area Business and an Affiliate of MNG (including the Bay Area Business) that involves goods, services or properties of a value of more than $1,000,000 in the aggregate over the entire term of such contract, agreement, understanding or transaction, and does not reflect arms’ length terms; (vi) allocate to the Non-Bay Area Business (x) any indebtedness for borrowed money or (y) any capitalized leases, in each case in excess of an agg...