Actions by HIIC Sample Clauses

Actions by HIIC. During the period from the date of this Agreement through the Effective Time, except as otherwise expressly required by this Agreement or the HIIC Ancillary Agreements, HIIC shall cause HIEC to manage the business of IEL in accordance with the terms of the Management Agreement, the Shareholders Agreement and the 1997 IEL Plan and to cause IEL not to enter into any material transaction, contract or agreement other than as authorized by the Management Agreement, the Shareholders Agreement, the 1997 IEL Plan or by the Board of Directors of IEL in writing. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement, HIIC shall not, and shall cause HIEC not to, without the prior written consent of Parent, during the period from the date of this Agreement through the Effective Time: (i) with respect to any employees or agents of IEL or employees or agents used to conduct the business of IEL, enter into or adopt any employee benefit or welfare plan, or amend in any material respect any existing employee benefit or welfare plan, other than as required by law or in the ordinary course of business consistent with past practices; (ii) with respect to any employees or agents of IEL or employees or agents used to conduct the business of IEL, increase the compensation payable or to become payable to its officers or employees or grant any severance or termination pay to, or enter into, or amend or modify, any employment, severance or consulting agreement with, any director, officer, employee or agent of IEL or any of its Subsidiaries, or, except in the ordinary course of business consistent with past practices, establish, adopt, enter into or, except as may be required to comply with applicable law or, except in the ordinary course of business consistent with past practices, amend in any material respect or take action to enhance in any material respect or accelerate any rights or benefits under, any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee; or (iii) acquire any shares of capital stock of Parent. HIIC shall promptly advise Parent orally and in writing of any change or event having, or which would reasonably be expected to have, a Material Adverse Effect on IEL.