CSC INTERIM OPERATIONS Sample Clauses

CSC INTERIM OPERATIONS. Each of CSC and Parent covenants and agrees that, after the date hereof and until the consummation of the Contribution Closing (unless the Company shall otherwise approve, which approval shall not be unreasonably withheld or delayed), and except as otherwise expressly contemplated by this Agreement or the Partnership Contribution Agreement: (a) it shall not (i) issue, sell, pledge, dispose of or encumber any capital stock owned by it in any of its Significant Subsidiaries to an Affiliate of CSC or of Parent, except (x) to CSC or any wholly owned Subsidiaries of Parent or CSC or (y) pursuant to possible issuances disclosed in Section 5.2(a) or Section 5.2(c) or in Section 5.2(c) of the Parent Disclosure Letter; (ii) amend its certificate of incorporation or by-laws, except for the Charter Amendments and for amendments to Parent's certificate of incorporation that conform to the certificate of incorporation of CSC and amendments to Parent's by-laws that conform to the by-laws of CSC and the Stockholders Agreement; (iii) split, combine or reclassify its outstanding shares of capital stock; (iv) declare, set aside or pay any dividend or make any distribution payable in cash, stock or property in respect of any capital stock, except for dividends (x) payable by any Subsidiary of CSC to its direct or indirect Subsidiaries or (y) on the Preferred Shares; or (v) repurchase, redeem or otherwise acquire or permit any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock, except pursuant to (x) cancellations in connection with possible issuances disclosed in Section 5.2(a) or Section 5.2(c) or in Section 5.2(c) of the Parent Disclosure Letter or (y) any mandatory sinking funds relating to outstanding debt securities of CSC; (i) it shall not sell any property or assets of it to an Affiliate of it and shall not issue or sell any shares of or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire any shares of, its capital stock of any class or any Voting Debt and (ii) none of its Subsidiaries shall issue, sell, pledge, dispose of or encumber any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire any shares of, its capital stock of any class or any ...