Print Page  |  Close Window

Investor Relations

SEC Filings

8-K
GRAHAM HOLDINGS CO filed this Form 8-K on 05/06/1994
Entire Document
 
<PAGE>   62
         Ridge or the HT Joint Venture, as the case may be, or (ii) any
         non-cash dividend or other non-cash distribution;

                 (m)      Other Transactions.  Permit any of its officers,
         directors, employees, affiliates, agents, stockholders or other
         representatives to, directly or indirectly, encourage, solicit,
         initiate or participate in negotiations with, or provide any
         information or assistance to, any person, or entity (other than
         Purchaser and its representatives) concerning any merger, sale of
         securities, sale of substantial assets, investment proposals or
         similar transaction involving in any way the Businesses, the Purchased
         Assets, the Blue Ridge Assets, the HT Joint Venture Assets or any
         equity interest in Seller, Blue Ridge or the HT Joint Venture; or

                 (n)      Commitments.  Agree or commit to do any of the
         foregoing.

Notwithstanding anything to the contrary contained in this Section 6.6, Seller
may enter into Contracts requiring, or otherwise make, such Capital
Expenditures outside of the Ordinary Course prior to the Closing Date as
Purchasers may approve in writing.  Purchasers acknowledge that they have
previously approved the Capital Expenditures set forth on Schedule 6.6  No
later than the eighth business day prior to the Closing Date, Seller will
deliver to Purchasers a true and correct schedule setting forth in reasonable
detail the amounts of Capital Expenditures actually made by Seller pursuant to
the two preceding sentences and the amount of Seller's remaining commitments
under Contracts requiring such Capital Expenditures, specifying in each case
the specific property, plant, equipment or project to which the same relate.
Except to such extent that such amounts are inconsistent with Purchasers' prior
approvals applicable thereto, the Purchase Price payable at the Closing will be
increased by the amount of such Capital Expenditures actually made by Seller
and Purchasers will assume as of the Closing Seller's remaining commitments
under Contracts requiring such Capital Expenditures.  Nothing contained in the
four preceding sentences will affect or diminish Seller's obligation to make at
its own cost and expense Capital Expenditures in the Ordinary Course pursuant
to the first sentence of this Section 6.6 or such Capital Expenditures as are
necessary or appropriate to enable Seller to comply with its obligations under
Section 6.7(a).

         6.7. Additional Covenants.  In addition to any other covenant of
Seller contained in this Agreement, from the date hereof through the Closing
Date, Seller will, and will use its best efforts to cause Blue Ridge and HT
Joint Venture to:





                                      -53-