Common use of No Agreements Clause in Contracts

No Agreements. Stockholder is not and at the Effective Time will not be a party to any agreement, arrangement, understanding, plan or intention involving any actual or constructive sale, exchange, transfer, hypothecation, redemption, gift, contribution, risk reduction or other transaction, to the extent any such action could cause all or any portion of Stockholder's Newco Common Stock to be received in the Merger not to be taken into account in determining whether the "control" requirement in Section 351(a) of the Code will be satisfied with respect to the transactions contemplated by the Merger Agreement (collectively, a "Sale"). Stockholder will take no action that could result in a Sale.