Actions by Parent Clause Samples

Actions by Parent. During the period from the date of this Agreement through the Effective Time, except as otherwise expressly required by this Agreement and the Parent Ancillary Documents, Parent shall, and shall cause each of its Subsidiaries to, in all material respects carry on its business in, and not enter into any material transaction other than in accordance with, the ordinary course of its business as currently conducted and, to the extent consistent therewith, use its reasonable best efforts to preserve intact its current business organization, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it, all to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement and the Parent Ancillary Documents, Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of HIIC: (i) (A) declare, set aside or pay any dividends (including any stock dividends) on, or make any other actual, constructive or deemed distributions or stock splits or similar actions in respect of, any of its capital stock, or otherwise make any payments to its shareholders in their capacity as such; or (B) purchase, redeem or otherwise acquire any shares of its capital stock or those of any Subsidiary or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (ii) issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock (other than pursuant to the Funding Agreement), any other voting securities or equity equivalent or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities, equity equivalent or convertible securities (other than the issuance of Parent Common Shares during the period from the date of this Agreement through the Effective Time upon the exercise of Parent Stock Rights, except for the issuance of Parent Common Shares upon conversion of the convertible redeemable preference shares of Parent issued upon the B/E Conversion) unless a number of voting shares of Parent are issued to 12 HIIC upon payment by HIIC of the par value thereof such that such number of shares plus the number of Parent Common Shares into which HIIC's IEL Common Shares are to be c...