Common use of Actions by Parent Clause in Contracts

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 converted pursuant to Section 1.5 plus the number of shares of Parent Common Shares issuable to HIIC under the Funding Agreement constitutes the same percentage of the outstanding voting shares of Parent on a fully diluted basis (as used in this Agreement, "fully diluted basis" shall be as defined in the bye-laws of Parent as to be amended by the Bye- Law Amendments in substantially the form attached hereto as Exhibit A) as the number of Parent Common Shares into which HIIC's IEL Common Shares are to be converted pursuant to Section 1.5 plus the number of shares of Parent Common Shares issuable to HIIC under the Funding Agreement constituted of the outstanding voting shares of Parent on a fully diluted basis prior to such issuance; (iii) amend its Memorandum of Association; or amend its bye-laws if such amendment would adversely affect the rights of HIIC hereunder or upon consummation of the Amalgamation; (iv) acquire or agree to acquire, by amalgamating, merging or consolidating with, by purchasing a substantial portion of the assets of or equity in or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets, other than transactions that are not material to Parent and its Subsidiaries taken as a whole; (v) sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any of its assets (other than the real property owned by a Subsidiary of Parent), other than transactions that are not material to Parent and its Subsidiaries taken as a whole; (vi) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness (other than pursuant to the Funding Agreement or as a result of the issuance of the Debentures) or make any loans, advances or capital contributions to, or other investments in, any other person; (vii) violate or fail to perform any material obligation or duty imposed upon Parent or any Subsidiary by any applicable federal, state, local, foreign or provincial law, rule, regulation, guideline or ordinance; (viii) take any action, other than reasonable and usual actions in the ordinary course of business consistent with past practice, with respect to accounting policies or procedures; or (ix) authorize, recommend, propose or announce an intention to do any of the foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing. Parent shall promptly advise HIIC orally and in writing of any change or event having, or which would reasonably be expected to have, a Material Adverse Effect on Parent.

Actions by Parent. Notwithstanding anything herein to the contrary, ----------------- (1) prior to the Effective Time, the Parent Recapitalization shall occur and (2) contemporaneously with the Closing, Parent shall duly adopt and declare advisable the Charter Amendment. 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 organizationorganizations, 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 (including the Parent Ancillary DocumentsRecapitalization as consummated in accordance with the terms set forth on Exhibit A-2 hereto), Parent from the date of this Agreement to the Effective Time, Parent, shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of HIICthe Company: (i) (Aw) 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 stockholders in their capacity as such; such (other than dividends and other distributions by Subsidiaries), (x) other than in the case of any Subsidiary, split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (By) other than pursuant to any existing stockholders agreement (copies of which have been previously provided to the Company), purchase, redeem or otherwise acquire any shares of its capital stock of Parent or those any other securities thereof or the capital stock of any Subsidiary or any other securities thereof or any rights, warrants or options to acquire any such shares or other securitiessecurities or (z) institute or amend any share repurchase program; (ii) issue, deliver, sell, pledge, dispose of of, grant, transfer or otherwise encumber any shares of its capital stock (other than pursuant to the Funding Agreement)stock, any other voting securities or equity equivalent or any securities convertible or exchangeable into, or exercisable for, or any rights, warrants or options to acquire, acquire any such shares, voting securities, equity equivalent or convertible securities (securities, other than (A) subject to Section 4.3 hereof, 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 converted pursuant to Section 1.5 plus the number of stock options and shares of Parent Common Shares issuable Stock to HIIC employees of Parent or any of its Subsidiaries under the Funding Agreement constitutes Parent Incentive Plans and in the same percentage ordinary course of business consistent with past practice between the date hereof and the Effective Date, (B) the issuance by any wholly-owned Subsidiary of Parent of its capital stock to Parent or another wholly-owned Subsidiary of Parent and (C) as set forth in Schedule 4.1(a)(ii) of the outstanding voting shares of Parent on a fully diluted basis (as used in this Agreement, "fully diluted basis" shall be as defined in the bye-laws of Parent as to be amended by the Bye- Law Amendments in substantially the form attached hereto as Exhibit A) as the number of Parent Common Shares into which HIIC's IEL Common Shares are to be converted pursuant to Section 1.5 plus the number of shares of Parent Common Shares issuable to HIIC under the Funding Agreement constituted of the outstanding voting shares of Parent on a fully diluted basis prior to such issuanceDisclosure Schedule; (iii) amend its Memorandum of Association; charter or amend its byeby-laws if such amendment would adversely affect the rights of HIIC hereunder or upon consummation of the Amalgamationlaws; (iv) except for inventory, merchandise, finished goods and accounts receivable acquired in the ordinary course of business, acquire or agree to acquire, acquire by amalgamating, merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by making an investment in or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets, other than transactions that are acquisitions of assets in the ordinary course of business consistent with past practice in an amount not material to Parent and its Subsidiaries taken as a wholeexceed $20 million; (v) sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any of its assets (rights or other than the real property owned by a Subsidiary of Parent)assets, other than (A) sales of inventory, merchandise and finished goods in the ordinary course of business and (B) transactions that are in the ordinary course of business consistent with past practice and that, individually or in the aggregate, are not material to Parent and its Subsidiaries taken as a whole; (vi) incur or assume any indebtedness for borrowed money or money, guarantee any such indebtedness (other than pursuant to the Funding Agreement or as a result of the issuance of the Debentures) or make any loans, advances or capital contributions to, or other investments in, any other personPerson, other than (A) indebtedness incurred in the ordinary course of business consistent with past practice in an amount not to exceed $20 million, (B) indebtedness, loans, advances, capital contributions and investments between Parent and any of its wholly-owned Subsidiaries or between any of such wholly-owned Subsidiaries, (C) such indebtedness as may be necessary to fund actions allowed under Section 4.1(a)(iv) hereof and (D) in connection with a refinancing of the Credit Agreement, dated as of August 26, 1997 (the "Credit Agreement"), among Endo Pharmaceuticals Inc., the lenders party thereto ---------------- and The Chase Manhattan Bank (provided that such indebtedness incurred in -------- ---- connection with such a refinancing does not exceed indebtedness allowed under the Credit Agreement); (vii) knowingly violate or knowingly fail to perform any material obligation or duty imposed upon Parent it or any Subsidiary by any applicable federal, state, local, foreign state or provincial local law, rule, regulation, guideline or ordinance; (viii) take any action, other than reasonable and usual actions in the ordinary course of business consistent with past practice, with respect to accounting policies or proceduresprocedures and other than actions required to be taken by GAAP; or (ix) authorize, recommend, propose or announce an intention to do any of the foregoing, or enter into any contract, agreement, commitment or arrangement to do take any of the foregoing. Parent shall promptly advise HIIC orally and in writing of any change or event having, or which would reasonably be expected to have, a Material Adverse Effect on Parentaction prohibited by this Section 4.1(a).

Actions by Parent. During Except as expressly permitted by clauses (i) through (ix) of this Section 4.1(a), 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 organizationorganizations, 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 it 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, from the date of this Agreement and to the Parent Ancillary DocumentsEffective Time, Parent Parent, shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of HIICthe Company: (i) (Aw) 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; such (other than dividends and other distributions by Subsidiaries), (x) other than in the case of any Subsidiary, split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (By) purchase, redeem or otherwise acquire any shares of its capital stock of Parent or those any other securities thereof or the capital stock of any Subsidiary or any other securities thereof or any rights, warrants or options to acquire any such shares or other securitiessecurities (other than the redemption of the Parisian 9 7/8% Senior Subordinated Notes), or (z) institute any share repurchase program; (ii) issue, deliver, sell, pledge, dispose of of, grant, transfer or otherwise encumber any shares of its capital stock (other than pursuant to the Funding Agreement)stock, any other voting securities or equity equivalent or any securities convertible or exchangeable into, or exercisable for, or any rights, warrants or options to acquire, acquire any such shares, voting securities, equity equivalent or convertible securities (securities, other than (A) subject to Section 4.4, the issuance of stock options and shares of Parent Common Stock to employees of Parent or any of its Subsidiaries in the ordinary course of business consistent with past practice, (B) the issuance of Parent Common Shares during securities pursuant to the period from Parent Rights Plan, and (C) the date of this Agreement through the Effective Time upon the exercise issuance by any wholly-owned Subsidiary of Parent Stock Rights, except for the issuance of its capital stock to Parent Common Shares upon conversion or another wholly-owned Subsidiary 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 converted pursuant to Section 1.5 plus the number of shares of Parent Common Shares issuable to HIIC under the Funding Agreement constitutes the same percentage of the outstanding voting shares of Parent on a fully diluted basis (as used in this Agreement, "fully diluted basis" shall be as defined in the bye-laws of Parent as to be amended by the Bye- Law Amendments in substantially the form attached hereto as Exhibit A) as the number of Parent Common Shares into which HIIC's IEL Common Shares are to be converted pursuant to Section 1.5 plus the number of shares of Parent Common Shares issuable to HIIC under the Funding Agreement constituted of the outstanding voting shares of Parent on a fully diluted basis prior to such issuanceParent; (iii) amend its Memorandum of Association; charter or amend its byeby-laws if such amendment would adversely affect the rights of HIIC hereunder or upon consummation of the Amalgamationlaws; (iv) except as set forth on Schedule 4.1 of the Parent Disclosure Letter and except for inventory, merchandise, finished goods and accounts receivable acquired in the ordinary course of business, acquire or agree to acquire, acquire by amalgamating, merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets, other than transactions that are acquisitions of assets in the ordinary course of business consistent with past practice, unless (i) the entering into a definitive agreement relating to or the consummation of such acquisition, merger, consolidation or purchase would not (A) impose any material delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Entity necessary to Parent consummate the Merger or the expiration or termination of any applicable waiting period, (B) increase the risk of any Governmental Entity entering an order prohibiting the consummation of the Merger or (C) increase the risk of not being able to remove any such order on appeal or otherwise, and its Subsidiaries taken as a whole(ii) in the case of any individual acquisition, merger, consolidation or purchase, the value of which does not exceed $750 million; (v) sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any of its assets (other than the real property owned by a Subsidiary of Parent)assets, other than (A) sales of inventory, merchandise and finished goods in the ordinary course of business, (B) transactions that are in the ordinary course of business consistent with past practice and not material to Parent and its Subsidiaries taken as a whole, (C) as may be required by any Governmental Entity and (D) subject to Sections 4.4, dispositions involving an aggregate consideration not in excess of $500 million; (vi) incur or assume any indebtedness for borrowed money or money, guarantee any such indebtedness (other than pursuant to the Funding Agreement or as a result of the issuance of the Debentures) or make any loans, advances or capital contributions to, or other investments in, any other person, other than (A) indebtedness in the ordinary course of business consistent with past practice, (B) indebtedness, loans, advances, capital contributions and investments between Parent and any of its wholly-owned Subsidiaries or between any of such wholly-owned Subsidiaries, (C) the issuance of up to $300 million in senior notes and (D) such indebtedness as may be necessary to fund actions allowed under Section 4.1(a)(iv) hereof; (vii) knowingly violate or knowingly fail to perform any material obligation or duty imposed upon Parent it or any Subsidiary by any applicable federal, state, local, foreign state or provincial local law, rule, regulation, guideline or ordinance; (viii) take any action, other than reasonable and usual actions in the ordinary course of business consistent with past practice, with respect to accounting policies or proceduresprocedures (other than actions required to be taken by GAAP); or (ix) authorize, recommend, propose recommend or announce an intention to do any of the foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing. Parent shall promptly advise HIIC orally and in writing of any change or event having, or which would reasonably be expected to have, a Material Adverse Effect on Parent.

Actions by Parent. During Except in connection with the transactions described on Schedule 4.1 or as expressly permitted by clauses (i) through (x) of this Section 4.1(a), 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 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 good faith efforts to preserve intact its current business organizationorganizations, 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 it 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 in connection with the transactions described on Schedule 4.1 or as otherwise expressly contemplated by or necessary to effect this Agreement and the Parent Ancillary DocumentsAgreement, Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of HIICthe Company: (i) (Aw) 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; such (other than dividends and other distributions by Subsidiaries), (x) other than in the case of any Subsidiary, split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (By) purchase, redeem or otherwise acquire any shares of its capital stock of Parent or any other securities thereof 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, sell pledge, dispose of or otherwise encumber any shares of its capital stock (other than pursuant to the Funding Agreement)stock, any other voting securities or equity equivalent or any securities convertible into, or any rights, warrants or options to acquire, acquire any such shares, voting securities, equity equivalent or convertible securities (securities, other than (A) the issuance of stock options and shares of Parent Common Shares during the period from the date of this Agreement through the Effective Time upon the exercise Stock to employees, directors or consultants of Parent Stock Rightsor any of its Subsidiaries in the ordinary course of business consistent with past practice, except for (B) the issuance by any wholly-owned Subsidiary of Parent of its capital stock to Parent or another wholly-owned Subsidiary of Parent, (C) the issuance of Parent Common Shares upon conversion of the convertible redeemable preference no more than 2,200,000 shares of Parent issued upon Common Stock in connection with the B/E Conversion) unless a number of voting shares of Parent are issued to 12 HIIC upon payment by HIIC of Parent's Stock Plans, 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 converted pursuant to Section 1.5 plus the number issuance of shares of Parent Common Shares issuable to HIIC under the Funding Agreement constitutes the same percentage of the outstanding voting shares Stock upon conversion of Parent on a fully diluted basis (as used in this Agreement, "fully diluted basis" shall be as defined in the bye-laws of Parent as to be amended by the Bye- Law Amendments in substantially the form attached hereto as Exhibit A) as the number of Parent Class B Common Shares into which HIIC's IEL Common Shares are to be converted pursuant to Section 1.5 plus the number of Stock and shares of Parent Common Shares issuable to HIIC under Stock upon the Funding Agreement constituted conversion of the outstanding voting shares 7 1/2% Trust Preferred Securities into the 7 1/2% Convertible Subordinated Debentures and the subsequent conversion of the 7 1/2% Convertible Subordinated Debentures into Parent on a fully diluted basis prior to such issuanceCommon Stock; (iii) amend its Memorandum of Association; Charter or amend its bye-laws if such amendment would adversely affect the rights of HIIC hereunder or upon consummation of the AmalgamationBylaws; (iv) alter (through merger, liquidation, reorganization, restructuring or in any other fashion) the corporate structure or ownership of the Parent; (v) incur any indebtedness for borrowed money, guarantee any such indebtedness or make any loans, advances or capital contributions to, or other investments in, any other person in excess of $500,000,000, other than (A) in the ordinary course of business consistent with past practice, (B) indebtedness, loans, advances, capital contributions and investments between Company and any of its wholly-owned Subsidiaries or between any of such wholly-owned Subsidiaries (C) in connection with the consummation of the transactions contemplated hereby, and (D) as necessary in connection with any acquisition permitted in Section 4.1(a)(vi) hereof ; (vi) acquire or agree to acquire, acquire by amalgamating, merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets, other than transactions that are unless (i) the entering into a definitive agreement relating to or the consummation of such acquisition, merger, consolidation or purchase would not (A) impose any material to Parent and its Subsidiaries taken as a whole; (v) sell, lease or otherwise dispose delay in the obtaining of, or agree to sell, lease or otherwise dispose ofsignificantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of its assets any Governmental Entity necessary to consummate the Merger or the expiration or termination of any applicable waiting period, (other than B) significantly increase the real property owned by a Subsidiary risk of any Governmental Entity entering an order prohibiting the consummation of the Merger or (C) significantly increase the risk of not being able to remove any such order on appeal or otherwise, and (ii) in the case of any acquisitions, mergers, consolidations or purchases, the asset purchase price or equity purchase price for which Parent is responsible does not exceed $100,000,000 million in the aggregate and which does not materially change the ratio of debt to total capitalization of Parent), other than transactions that are not material to Parent and its Subsidiaries taken as a whole; (vi) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness (other than pursuant to the Funding Agreement or as a result of the issuance of the Debentures) or make any loans, advances or capital contributions to, or other investments in, any other person; (vii) knowingly violate or knowingly fail to perform any material obligation or duty imposed upon Parent it or any Subsidiary by any applicable material federal, state, local, foreign state or provincial local law, rule, regulation, guideline or ordinance; (viii) take any action, other than reasonable and usual actions in the ordinary course of business consistent with past practice, with respect to accounting policies or proceduresprocedures (other than actions required to be taken by generally accepted accounting principles); (ix) take any action or knowingly omit to take any action which would cause any of its representations or warranties contained in this Agreement to be untrue in any material respect or result in a material breach of any covenant made by it in this Agreement; or (ixx) authorize, recommend, propose recommend or announce an intention to do any of the foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing. Parent shall promptly advise HIIC orally and in writing of any change or event having, or which would reasonably be expected to have, a Material Adverse Effect on Parent.

Actions by Parent. During Except in connection with the transactions described on Schedule 4.1 or as expressly permitted by clauses (i) through (x) of this Section 4.1(a), 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 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 good faith efforts to preserve intact 27 its current business organizationorganizations, 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 it 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 in connection with the transactions described on Schedule 4.1 or as otherwise expressly contemplated by or necessary to effect this Agreement and the Parent Ancillary DocumentsAgreement, Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of HIIC: the Company: (i) (Aw) 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; such (other than dividends and other distributions by Subsidiaries), (x) other than in the case of any Subsidiary, split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (By) purchase, redeem or otherwise acquire any shares of its capital stock of Parent or any other securities thereof 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, sell pledge, dispose of or otherwise encumber any shares of its capital stock (other than pursuant to the Funding Agreement)stock, any other voting securities or equity equivalent or any securities convertible into, or any rights, warrants or options to acquire, acquire any such shares, voting securities, equity equivalent or convertible securities (securities, other than (A) the issuance of stock options and shares of Parent Common Shares during the period from the date of this Agreement through the Effective Time upon the exercise Stock to employees, directors or consultants of Parent Stock Rightsor any of its Subsidiaries in the ordinary course of business consistent with past practice, except for (B) the issuance by any wholly-owned Subsidiary of Parent of its capital stock to Parent or another wholly-owned Subsidiary of Parent, (C) the issuance of Parent Common Shares upon conversion of the convertible redeemable preference no more than 2,200,000 shares of Parent issued upon Common Stock in connection with the B/E Conversion) unless a number of voting shares of Parent are issued to 12 HIIC upon payment by HIIC of Parent's Stock Plans, 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 converted pursuant to Section 1.5 plus the number issuance of shares of Parent Common Shares issuable to HIIC under the Funding Agreement constitutes the same percentage of the outstanding voting shares Stock upon conversion of Parent on a fully diluted basis (as used in this Agreement, "fully diluted basis" shall be as defined in the bye-laws of Parent as to be amended by the Bye- Law Amendments in substantially the form attached hereto as Exhibit A) as the number of Parent Class B Common Shares into which HIIC's IEL Common Shares are to be converted pursuant to Section 1.5 plus the number of Stock and shares of Parent Common Shares issuable to HIIC under Stock upon the Funding Agreement constituted conversion of the outstanding voting shares 7 1/2% Trust Preferred Securities into the 7 1/2% Convertible Subordinated Debentures and the subsequent conversion of the 7 1/2% Convertible Subordinated Debentures into Parent on a fully diluted basis prior to such issuance; Common Stock; (iii) amend its Memorandum Charter or Bylaws; (iv) alter (through merger, liquidation, reorganization, restructuring or in any other fashion) the corporate structure or ownership of Associationthe Parent; (v) incur any indebtedness for borrowed money, guarantee any such indebtedness or amend make any loans, advances or capital contributions to, or other investments in, any other person in excess of $500,000,000, other than (A) in the ordinary course of business consistent with past practice, (B) indebtedness, loans, advances, capital contributions and investments between Company and any of its byewholly-laws if owned Subsidiaries or between any of such amendment would adversely affect wholly-owned Subsidiaries (C) in connection with the rights of HIIC hereunder or upon consummation of the Amalgamation; transactions contemplated hereby, and (ivD) as necessary in connection with any acquisition permitted in Section 4.1(a)(vi) hereof; (vi) acquire or agree to acquire, acquire by amalgamating, merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets, other than transactions that are unless (i) the entering into a definitive agreement relating to or the consummation of such acquisition, merger, consolidation or purchase would not (A) impose any material to Parent and its Subsidiaries taken as a whole; (v) sell, lease or otherwise dispose delay in the obtaining of, or agree to sell, lease or otherwise dispose ofsignificantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of its assets any Governmental Entity necessary to consummate the Merger or the expiration or termination of any applicable waiting period, (other than B) significantly increase the real property owned by a Subsidiary risk of Parent), other than transactions that are any Governmental Entity entering an order prohibiting the consummation of the Merger or (C) significantly increase the risk of not material being able to Parent and its Subsidiaries taken as a whole; (vi) incur or assume any indebtedness for borrowed money or guarantee remove any such indebtedness order on appeal or otherwise, and (other than pursuant to the Funding Agreement or as a result of the issuance of the Debenturesii) or make any loans, advances or capital contributions to, or other investments in, any other person; (vii) violate or fail to perform any material obligation or duty imposed upon Parent or any Subsidiary by any applicable federal, state, local, foreign or provincial law, rule, regulation, guideline or ordinance; (viii) take any action, other than reasonable and usual actions in the ordinary course of business consistent with past practice, with respect to accounting policies or procedures; or (ix) authorize, recommend, propose or announce an intention to do any of the foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing. Parent shall promptly advise HIIC orally and in writing case of any change acquisitions, mergers, consolidations or event havingpurchases, the asset purchase price or equity purchase price for which would reasonably be expected to have, a Material Adverse Effect on Parent.28

Actions by Parent. During Except as expressly permitted by clauses (i) through (xiii) of this Section 4.1(a), 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 organizationorganizations, 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 it 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 DocumentsAgreement, Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of HIIC: the Company, which consent for purposes of Section 4.1(a)(iv), may not be unreasonably withheld or delayed: (i) (Ai)(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 such (other than dividends and other distributions by Subsidiaries), (B) other than in the case of any Subsidiary, split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (C) subject to the limitations of Section 4.4 and 5.9(b), purchase, redeem or otherwise acquire any shares of its capital stock of Parent or any other securities thereof 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)stock, any other voting securities or equity equivalent or any securities convertible into, or any rights, warrants or options to acquire, acquire any such shares, voting securities, equity equivalent or convertible securities (securities, other than (A) the issuance of shares of Parent Common Shares during Stock upon the period from exercise of Parent Options outstanding on the date of this Agreement through the Effective Time upon the exercise of Parent Stock Rightsin accordance with their current terms, except for (B) 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 converted pursuant to Section 1.5 plus the number of shares of Parent Common Shares issuable to HIIC under the Funding Agreement constitutes the same percentage of the outstanding voting shares of Parent on a fully diluted basis (as used Stock in this Agreement, "fully diluted basis" shall be as defined in the bye-laws of Parent as to be amended by the Bye- Law Amendments in substantially the form attached hereto as Exhibit A) as the number of Parent Common Shares into which HIIC's IEL Common Shares are to be converted connection with acquisitions permitted pursuant to Section 1.5 plus the number of shares of Parent Common Shares issuable to HIIC under the Funding Agreement constituted of the outstanding voting shares of Parent on a fully diluted basis prior to such issuance; (iii) amend its Memorandum of Association; or amend its bye-laws if such amendment would adversely affect the rights of HIIC hereunder or upon consummation of the Amalgamation; clause (iv) acquire or agree to acquire, by amalgamating, merging or consolidating with, by purchasing a substantial portion of this paragraph (a); and (C) the assets of or equity in or issuance by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets, other than transactions that are not material wholly-owned Subsidiary of Parent of its capital stock to Parent and its Subsidiaries taken as a whole; (v) sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any of its assets (other than the real property another wholly-owned by a Subsidiary of Parent), other than transactions that are not material to Parent and its Subsidiaries taken as a whole; (vi) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness (other than pursuant to the Funding Agreement or as a result of the issuance of the Debentures) or make any loans, advances or capital contributions to, or other investments in, any other person; (vii) violate or fail to perform any material obligation or duty imposed upon Parent or any Subsidiary by any applicable federal, state, local, foreign or provincial law, rule, regulation, guideline or ordinance; (viii) take any action, other than reasonable and usual actions in the ordinary course of business consistent with past practice, with respect to accounting policies or procedures; or (ix) authorize, recommend, propose or announce an intention to do any of the foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing. Parent shall promptly advise HIIC orally and in writing of any change or event having, or which would reasonably be expected to have, a Material Adverse Effect on Parent.A-21

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 or as set forth in -47- 55 the Parent Ancillary DocumentsLetter, 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 DocumentsAgreement, Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of HIICthe Company: (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 stockholders in their capacity as suchsuch (other than (I) regular quarterly dividends of not more than $0.1625 per share on Parent Common Stock, (II) stock dividends on Parent Common Stock and (III) any dividends on, or distributions in respect of, the capital stock of any Subsidiary of Parent); (B) combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; or (BC) 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 converted pursuant to Section 1.5 plus the number of shares of Parent Common Shares issuable to HIIC under the Funding Agreement constitutes the same percentage of the outstanding voting shares of Parent on a fully diluted basis (as used in this Agreement, "fully diluted basis" shall be as defined in the bye-laws of Parent as to be amended by the Bye- Law Amendments in substantially the form attached hereto as Exhibit A) as the number of Parent Common Shares into which HIIC's IEL Common Shares are to be converted pursuant to Section 1.5 plus the number of shares of Parent Common Shares issuable to HIIC under the Funding Agreement constituted of the outstanding voting shares of Parent on a fully diluted basis prior to such issuance; (iii) amend its Memorandum of Association; or amend its bye-laws if such amendment would adversely affect the rights of HIIC hereunder or upon consummation of the Amalgamation; (iv) acquire or agree to acquire, by amalgamating, merging or consolidating with, by purchasing a substantial portion of the assets of or equity in or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets, other than transactions that are not material to Parent and its Subsidiaries taken as a whole; (v) sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any of its assets (other than the real property owned by a Subsidiary of Parent), other than transactions that are not material to Parent and its Subsidiaries taken as a whole; (vi) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness (other than pursuant to the Funding Agreement or as a result of the issuance of the Debentures) or make any loans, advances or capital contributions to, or other investments in, any other person; (vii) violate or fail to perform any material obligation or duty imposed upon Parent or any Subsidiary by any applicable federal, state, local, foreign or provincial law, rule, regulation, guideline or ordinance; (viii) take any action, other than reasonable and usual actions in the ordinary course of business consistent with past practice, with respect to accounting policies or procedures; or (ix) authorize, recommend, propose or announce an intention to do any of the foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing. Parent shall promptly advise HIIC orally and in writing of any change or event having, or which would reasonably be expected to have, a Material Adverse Effect on Parent.

Actions by Parent. During Except as expressly permitted by clauses (i) through (ix) of this Section 4.1(a), 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 organizationorganizations, 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 it 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 DocumentsAgreement, Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of HIICthe Company: (i) (Aw) 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 stockholders in their capacity as such; or such (other than (A) regular semi-annual dividends of not more than $1.625 per share on Parent Series A Preferred Stock declared and paid on dates consistent with past practice and (B) dividends and other distributions by Subsidiaries), (x) other than in the case of any Subsidiary, split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (y) subject to the limitations of Section 4.4 and 5.9(b), purchase, redeem or otherwise acquire any shares of its capital stock of Parent or any other securities thereof 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)stock, any other voting securities or equity equivalent or any securities convertible into, or any rights, warrants or options to acquire, acquire any such shares, voting securities, equity equivalent or convertible securities (securities, other than (A) the issuance of stock options and shares of Parent Common Stock to employees of Parent or any of its Subsidiaries in the ordinary course of business consistent with past practice, (B) the issuance of Parent Common Shares during securities pursuant to the period from Parent Rights Plan, and (C) the date of this Agreement through the Effective Time upon the exercise issuance by any wholly- owned Subsidiary of Parent Stock Rights, except for the issuance of its capital stock to Parent Common Shares upon conversion or another wholly-owned Subsidiary 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 converted pursuant to Section 1.5 plus the number of shares of Parent Common Shares issuable to HIIC under the Funding Agreement constitutes the same percentage of the outstanding voting shares of Parent on a fully diluted basis (as used in this Agreement, "fully diluted basis" shall be as defined in the bye-laws of Parent as to be amended by the Bye- Law Amendments in substantially the form attached hereto as Exhibit A) as the number of Parent Common Shares into which HIIC's IEL Common Shares are to be converted pursuant to Section 1.5 plus the number of shares of Parent Common Shares issuable to HIIC under the Funding Agreement constituted of the outstanding voting shares of Parent on a fully diluted basis prior to such issuanceParent; (iii) amend its Memorandum of Associationcharter or by-laws; or provided, however, that Parent may amend its bye-laws if such amendment would adversely affect the rights of HIIC hereunder or upon consummation of the AmalgamationCharter to increase its authorized capital stock ; (iv) acquire or agree to acquire, acquire by amalgamating, merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets, other than transactions that are unless (i) the entering into a definitive agreement relating to or the consummation of such acquisition, merger, consolidation or purchase would not (A) impose any material delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Entity necessary to Parent consummate the Merger or the expiration or termination of any applicable waiting period, (B) significantly increase the risk of any Governmental Entity entering an order prohibiting the consummation of the Merger or (C) significantly increase the risk of not being able to remove any such order on appeal or otherwise, and its Subsidiaries taken as a whole(ii) in the case of any individual acquisition, merger, consolidation or purchase, the equity value of which does not exceed $50 million; (v) sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any of its assets (other than the real property owned by a Subsidiary of Parent)assets, other than (A) transactions that are in the ordinary course of business consistent with past practice and not material to Parent and its Subsidiaries taken as a whole, (B) as may be required by any Governmental Entity and (C) subject to Sections 4.4 and 5.9(b), dispositions involving an aggregate consideration not in excess of $50 million; (vi) incur or assume any indebtedness for borrowed money or money, guarantee any such indebtedness (other than pursuant to the Funding Agreement or as a result of the issuance of the Debentures) or make any loans, advances or capital contributions to, or other investments in, any other person, other than (A) in the ordinary course of business consistent with past practice, and (B) indebtedness, loans, advances, capital contributions and investments between Parent and any of its wholly-owned Subsidiaries or between any of such wholly-owned Subsidiaries; (vii) knowingly violate or knowingly fail to perform any material obligation or duty imposed upon Parent it or any Subsidiary by any applicable material federal, state, local, foreign state or provincial local law, rule, regulation, guideline or ordinance; (viii) take any action, other than reasonable and usual actions in the ordinary course of business consistent with past practice, with respect to accounting policies or proceduresprocedures (other than actions required to be taken by generally accepted accounting principles); or (ix) authorize, recommend, propose recommend or announce an intention to do any of the foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing. Parent shall promptly advise HIIC orally and in writing of any change or event having, or which would reasonably be expected to have, a Material Adverse Effect on Parent.

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 or as set forth in the Parent Ancillary DocumentsLetter, 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 or as set forth in the Parent Ancillary DocumentsLetter, Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of HIICthe Company: (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 stockholders in their capacity as suchsuch (other than regular quarterly dividends (before giving effect to the November Stock Dividend) of not more than $0.16 per share on Parent Common Stock, dividends paid by Subsidiaries of Parent in the ordinary course of business and consistent with past practice and the November Stock Dividend); 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, if the result of any such purchase, redemption or acquisition would be to impair the ability of Parent to account for the Merger as a pooling of interest; (ii) issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock (other than pursuant to the Funding Agreement)stock, 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 distribution of the Parent Rights in accordance with the Parent Rights Agreement and the issuance of any securities upon the exercise thereof, the issuance of Parent Common Shares Stock during the period from the date of this Agreement through the Effective Time upon the exercise of Parent Stock RightsOptions outstanding on the date of this Agreement under Parent's existing stock option plans, except grant options for Parent Common Stock and issue Parent Common Stock upon the exercise of Parent Stock Options which may be granted pursuant to Parent's existing stock option plans in the ordinary course of business consistent with past practice, the issuance of Parent Common Shares upon conversion of Stock pursuant to the convertible redeemable preference shares of Parent issued upon November Stock Dividend, 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 issuance of Parent Common Shares into which HIIC's IEL Common Shares are to be converted Stock pursuant to any other stock split or dividend, which such split or dividend would give rise to an adjustment to the Conversion Number under Section 1.5 plus 1.10 hereof, and other than issuances or sales of any of the number foregoing securities in an amount in the aggregate, pursuant to one or more transactions, not exceeding 10% of the shares of Parent Common Shares issuable to HIIC under the Funding Agreement constitutes the same percentage Stock outstanding as of the outstanding voting shares of Parent on a fully diluted basis (as used in this Agreement, "fully diluted basis" shall be as defined in the bye-laws of Parent as to be amended by the Bye- Law Amendments in substantially the form attached hereto as Exhibit A) as the number of Parent Common Shares into which HIIC's IEL Common Shares are to be converted pursuant to Section 1.5 plus the number of shares of Parent Common Shares issuable to HIIC under the Funding Agreement constituted of the outstanding voting shares of Parent on a fully diluted basis prior to such issuancedate hereof); (iii) amend its Memorandum of Associationcharter or organization documents; or amend its byeby-laws if such amendment would adversely affect the rights of HIIC the Company hereunder or holders of Company Common Shares upon consummation of the AmalgamationMerger; (iv) acquire or agree to acquire, by amalgamating, merging or consolidating with, by purchasing a substantial portion of the assets of or equity in or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets, other than transactions that are not material to Parent and its Subsidiaries taken as a whole; (v) sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any of its assets (other than the real property owned by a Subsidiary of Parent)assets, other than transactions that are not material to Parent and its Subsidiaries taken as a whole; (vi) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness (other than pursuant to the Funding Agreement or as a result of the issuance of the Debentures) or make any loans, advances or capital contributions to, or other investments in, any other person, other than (A) borrowings or guarantees incurred in the ordinary course of business and consistent with past practice and (B) any loans, advances or capital contributions to, or other investments in, Parent or any majority-owned Subsidiary of Parent; (vii) violate or fail to perform any material obligation or duty imposed upon Parent or any Subsidiary by any applicable federal, state, local, foreign or provincial law, rule, regulation, guideline or ordinance; (viii) take any action, other than reasonable and usual actions in the ordinary course of business consistent with past practice, with respect to accounting policies or procedures; or; (ix) authorize, recommend, propose or announce an intention to do any of the foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing; or (x) acquire any shares of capital stock of the Company. Parent shall promptly advise HIIC the Company orally and in writing of any change or event having, or which would reasonably be expected to have, a Material Adverse Effect on Parent.

Actions by Parent. During Except as expressly permitted by clauses (i) through (ix) of this Section 4.1(a), 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 organizationorganizations, 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 it 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 DocumentsAgreement, Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of HIICthe Company: (i) (Aw) 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 stockholders in their capacity as such; such (other than dividends and other distributions by Subsidiaries), (x) other than in the case of any Subsidiary, split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (By) purchase, redeem or otherwise acquire any shares of its capital stock of Parent or any other securities thereof 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)stock, any other voting securities or equity equivalent or any securities convertible into, or any rights, warrants or options to acquire, acquire any such shares, voting securities, equity equivalent or convertible securities (securities, other than (A) the issuance of stock options and shares of Parent Common Stock to employees of Parent or any of its Subsidiaries in the ordinary course of business consistent with past practice, (B) the issuance of Parent Common Shares during securities pursuant to the period from Parent Rights Plan, (C) the date of this Agreement through the Effective Time upon the exercise issuance by any wholly-owned Subsidiary of Parent Stock Rightsof its capital stock to Parent or another wholly-owned Subsidiary of Parent, except for the issuance of Parent Common Shares upon conversion of the convertible redeemable preference shares of Parent issued upon the B/E Conversionand (D) unless in 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 converted pursuant to transaction permitted under Section 1.5 plus the number of shares of Parent Common Shares issuable to HIIC under the Funding Agreement constitutes the same percentage of the outstanding voting shares of Parent on a fully diluted basis (as used in this Agreement, "fully diluted basis" shall be as defined in the bye-laws of Parent as to be amended by the Bye- Law Amendments in substantially the form attached hereto as Exhibit A) as the number of Parent Common Shares into which HIIC's IEL Common Shares are to be converted pursuant to Section 1.5 plus the number of shares of Parent Common Shares issuable to HIIC under the Funding Agreement constituted of the outstanding voting shares of Parent on a fully diluted basis prior to such issuance4.1(a)(iv); (iii) amend its Memorandum of Associationcharter or by-laws; or provided, however, that Parent may amend its bye-laws if such amendment would adversely affect the rights of HIIC hereunder or upon consummation of the AmalgamationCharter to increase its authorized capital stock ; (iv) acquire or agree to acquire, acquire by amalgamating, merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets, other than transactions that are unless (i) the entering into a definitive agreement relating to or the consummation of such acquisition, merger, consolidation or purchase would not (A) impose any material delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Entity necessary to Parent consummate the Merger or the expiration or termination of any applicable waiting period, (B) significantly increase the risk of any Governmental Entity entering an order prohibiting the consummation of the Merger or (C) significantly increase the risk of not being able to remove any such order on appeal or otherwise, and its Subsidiaries taken as a whole(ii) in the case of any acquisitions, mergers, consolidations or purchases, the equity value of which does not exceed $50 million in the aggregate; (v) sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any of its assets (other than the real property owned by a Subsidiary of Parent)assets, other than (A) transactions that are in the ordinary course of business consistent with past practice or not material to Parent and its Subsidiaries taken as a whole, (B) as may be required by any Governmental Entity, (C) dispositions involving an aggregate consideration not in excess of $50 million, and (D) transactions between and among Parent and any of its Subsidiaries; (vi) incur or assume any indebtedness for borrowed money or money, guarantee any such indebtedness (other than pursuant to the Funding Agreement or as a result of the issuance of the Debentures) or make any loans, advances or capital contributions to, or other investments in, any other person, other than (A) in the ordinary course of business consistent with past practice, and (B) indebtedness, loans, advances, capital contributions and investments between Parent and any of its wholly-owned Subsidiaries or between any of such wholly-owned Subsidiaries; (vii) knowingly violate or knowingly fail to perform any material obligation or duty imposed upon Parent it or any Subsidiary by any applicable material federal, state, local, foreign state or provincial local law, rule, regulation, guideline or ordinance; (viii) take any action, other than reasonable and usual actions in the ordinary course of business consistent with past practice, with respect to accounting policies or proceduresprocedures (other than actions required to be taken by generally accepted accounting principles); or (ix) authorize, recommend, propose recommend or announce an intention to do any of the foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing. Parent shall promptly advise HIIC orally and in writing of any change or event having, or which would reasonably be expected to have, a Material Adverse Effect on Parent.

Actions by Parent. During Except as expressly permitted by clauses (i) through (ix) of this Section 4.1(a), 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 DocumentsParent, Parent subject to Section 4.2 hereof, 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 organizationorganizations, 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 it 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 DocumentsAgreement, Parent Parent, subject to Section 4.2 hereof, shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of HIICthe Company: (i) (Aw) 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; such (other than dividends and other distributions by Subsidiaries), (x) other than in the case of any Subsidiary, split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (By) purchase, redeem or otherwise acquire any shares of its capital stock of Parent or those any other securities thereof or the capital stock of any Subsidiary or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities, or (z) institute any share repurchase program; (ii) issue, deliver, sell, pledge, dispose of of, grant, transfer or otherwise encumber any shares of its capital stock (other than pursuant to the Funding Agreement)stock, any other voting securities or equity equivalent or any securities convertible or exchangeable into, or exercisable for, or any rights, warrants or options to acquire, acquire any such shares, voting securities, equity equivalent or convertible securities (securities, other than (A) subject to Section 4.4, the issuance of stock options and shares of Parent Common Stock to employees of Parent or any of its Subsidiaries in the ordinary course of business consistent with past practice, (B) the issuance of Parent Common Shares during securities pursuant to the period from Parent Rights Plan, and (C) the date of this Agreement through the Effective Time upon the exercise issuance by any wholly-owned Subsidiary of Parent Stock Rights, except for the issuance of its capital stock to Parent Common Shares upon conversion or another wholly-owned Subsidiary 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 converted pursuant to Section 1.5 plus the number of shares of Parent Common Shares issuable to HIIC under the Funding Agreement constitutes the same percentage of the outstanding voting shares of Parent on a fully diluted basis (as used in this Agreement, "fully diluted basis" shall be as defined in the bye-laws of Parent as to be amended by the Bye- Law Amendments in substantially the form attached hereto as Exhibit A) as the number of Parent Common Shares into which HIIC's IEL Common Shares are to be converted pursuant to Section 1.5 plus the number of shares of Parent Common Shares issuable to HIIC under the Funding Agreement constituted of the outstanding voting shares of Parent on a fully diluted basis prior to such issuanceParent; (iii) amend its Memorandum of AssociationCharter or By-Laws; or provided, however, that Parent may amend its byeCharter to increase its authorized capital stock and its By-laws if such amendment would adversely affect the rights of HIIC hereunder or upon consummation of the AmalgamationLaws in accordance with Section 5.14 hereof; (iv) acquire or agree to acquire, acquire by amalgamating, merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets, other than transactions that are acquisitions of assets in the ordinary course of business consistent with past practice, unless (i) the entering into a definitive agreement relating to -27- or the consummation of such acquisition, merger, consolidation or purchase would not (A) impose any material delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Entity necessary to Parent consummate the Merger or the expiration or termination of any applicable waiting period, (B) significantly increase the risk of any Governmental Entity entering an order prohibiting the consummation of the Merger or (C) significantly increase the risk of not being able to remove any such order on appeal or otherwise, and its Subsidiaries taken as a whole; (ii) in the case of any individual acquisition, merger, consolidation or purchase, the value of which does not exceed $175 million; (v) sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any of its assets (other than the real property owned by a Subsidiary of Parent)assets, other than (A) transactions that are in the ordinary course of business consistent with past practice and not material to Parent and its Subsidiaries taken as a whole; , (viB) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness (other than pursuant to the Funding Agreement or as a result of the issuance of the Debentures) or make any loans, advances or capital contributions to, or other investments in, any other person; (vii) violate or fail to perform any material obligation or duty imposed upon Parent or any Subsidiary may be required by any applicable federalGovernmental Entity and (C) subject to Sections 4.4 and 5.8(d), state, local, foreign or provincial law, rule, regulation, guideline or ordinancedispositions involving an aggregate consideration not in excess of $100 million; (viii) take any action, other than reasonable and usual actions in the ordinary course of business consistent with past practice, with respect to accounting policies or procedures; or (ix) authorize, recommend, propose or announce an intention to do any of the foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing. Parent shall promptly advise HIIC orally and in writing of any change or event having, or which would reasonably be expected to have, a Material Adverse Effect on Parent.

Actions by Parent. During Except as expressly permitted by clauses (i) through (xiii) of this Section 4.1(a), 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 organizationorganizations, 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 it 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 DocumentsAgreement, Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of HIIC: the Company, which consent for purposes of Section 4.1(a)(iv), may not be unreasonably withheld or delayed: (i) (Ai)(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 such (other than dividends and other distributions by Subsidiaries), (B) other than in the case of any Subsidiary, split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (C) subject to the limitations of Section 4.4 and 5.9(b), purchase, redeem or otherwise acquire any shares of its capital stock of Parent or any other securities thereof 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)stock, any other voting securities or equity equivalent or any securities convertible into, or any rights, warrants or options to acquire, acquire any such shares, voting securities, equity equivalent or convertible securities (securities, other than (A) the issuance of shares of Parent Common Shares during Stock upon the period from exercise of Parent Options outstanding on the date of this Agreement through the Effective Time upon the exercise of Parent Stock Rightsin accordance with their current terms, except for (B) 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 converted pursuant to Section 1.5 plus the number of shares of Parent Common Shares issuable to HIIC under the Funding Agreement constitutes the same percentage of the outstanding voting shares of Parent on a fully diluted basis (as used Stock in this Agreement, "fully diluted basis" shall be as defined in the bye-laws of Parent as to be amended by the Bye- Law Amendments in substantially the form attached hereto as Exhibit A) as the number of Parent Common Shares into which HIIC's IEL Common Shares are to be converted connection with acquisitions permitted pursuant to Section 1.5 plus the number of shares of Parent Common Shares issuable to HIIC under the Funding Agreement constituted of the outstanding voting shares of Parent on a fully diluted basis prior to such issuance; (iii) amend its Memorandum of Association; or amend its bye-laws if such amendment would adversely affect the rights of HIIC hereunder or upon consummation of the Amalgamation; clause (iv) acquire or agree to acquire, by amalgamating, merging or consolidating with, by purchasing a substantial portion of this paragraph (a); and (C) the assets of or equity in or issuance by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets, other than transactions that are not material wholly-owned Subsidiary of Parent of its capital stock to Parent and its Subsidiaries taken as a whole; (v) sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any of its assets (other than the real property another wholly-owned by a Subsidiary of Parent), other than transactions that are not material to Parent and its Subsidiaries taken as a whole; (vi) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness (other than pursuant to the Funding Agreement or as a result of the issuance of the Debentures) or make any loans, advances or capital contributions to, or other investments in, any other person; (vii) violate or fail to perform any material obligation or duty imposed upon Parent or any Subsidiary by any applicable federal, state, local, foreign or provincial law, rule, regulation, guideline or ordinance; (viii) take any action, other than reasonable and usual actions in the ordinary course of business consistent with past practice, with respect to accounting policies or procedures; or (ix) authorize, recommend, propose or announce an intention to do any of the foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing. Parent shall promptly advise HIIC orally and in writing of any change or event having, or which would reasonably be expected to have, a Material Adverse Effect on Parent.22

Actions by Parent. During Except as expressly permitted by clauses (i) through (ix) of this Section 4.1(a), 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 organizationorganizations, 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 it 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, from the date of this Agreement and to the Parent Ancillary DocumentsEffective Time, Parent Parent, shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of HIIC: the Company: (i) (Aw) 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; such (other than dividends and other distributions by Subsidiaries), (x) other than in the case of any Subsidiary, split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (By) purchase, redeem or otherwise acquire any shares of its capital stock of Parent or those any other securities thereof or the capital stock of any Subsidiary or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; securities (other than the redemption of the Parisian 9 7/8% Senior Subordinated Notes), or (z) institute any share repurchase program; (ii) issue, deliver, sell, pledge, dispose of of, grant, transfer or otherwise encumber any shares of its capital stock (other than pursuant to the Funding Agreement)stock, any other voting securities or equity equivalent or any securities convertible or exchangeable into, or exercisable for, or any rights, warrants or options to acquire, acquire any such shares, voting securities, equity equivalent or convertible securities (securities, other than (A) subject to Section 4.4, the issuance of stock options and shares of Parent Common Stock to employees of Parent or any of its Subsidiaries in the ordinary course of business consistent with past practice, (B) the issuance of Parent Common Shares during securities pursuant to the period from Parent Rights Plan, and (C) the date of this Agreement through the Effective Time upon the exercise issuance by any wholly-owned Subsidiary of Parent Stock Rights, except for the issuance of its capital stock to Parent Common Shares upon conversion or another wholly-owned Subsidiary 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 converted pursuant to Section 1.5 plus the number of shares of Parent Common Shares issuable to HIIC under the Funding Agreement constitutes the same percentage of the outstanding voting shares of Parent on a fully diluted basis (as used in this Agreement, "fully diluted basis" shall be as defined in the bye-laws of Parent as to be amended by the Bye- Law Amendments in substantially the form attached hereto as Exhibit A) as the number of Parent Common Shares into which HIIC's IEL Common Shares are to be converted pursuant to Section 1.5 plus the number of shares of Parent Common Shares issuable to HIIC under the Funding Agreement constituted of the outstanding voting shares of Parent on a fully diluted basis prior to such issuance; Parent; (iii) amend its Memorandum of Associationcharter or by-laws; or amend its bye-laws if such amendment would adversely affect the rights of HIIC hereunder or upon consummation of the Amalgamation; (iv) except as set forth on Schedule 4.1 of the Parent Disclosure Letter and except for inventory, merchandise, finished goods and accounts receivable acquired in the ordinary course of business, acquire or agree to acquire, acquire by amalgamating, merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets, other than transactions that are acquisitions of assets in the ordinary course of business consistent with past practice, unless (i) the entering into a definitive agreement relating to or the consummation of such acquisition, merger, consolidation or purchase would not (A) impose any material delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Entity necessary to Parent consummate the Merger or the expiration or termination of any applicable waiting period, (B) increase the risk of any Governmental Entity entering an order prohibiting the consummation of the Merger or (C) increase the risk of not being able to remove any such order on appeal or otherwise, and its Subsidiaries taken as a whole; (ii) in the case of any individual acquisition, merger, consolidation or purchase, the value of which does not exceed $750 million; (v) sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any of its assets (other than the real property owned by a Subsidiary of Parent)assets, other than (A) sales of inventory, merchandise and finished goods in the ordinary course of business, (B) transactions that are in the ordinary course of business consistent with past practice and not material to Parent and its Subsidiaries taken as a whole; , (C) as may be required by any Governmental Entity and (D) subject to Sections 4.4, dispositions involving an aggregate consideration not in excess of $500 million; (vi) incur or assume any indebtedness for borrowed money or money, guarantee any such indebtedness (other than pursuant to the Funding Agreement or as a result of the issuance of the Debentures) or make any loans, advances or capital contributions to, or other investments in, any other person; , other than (A) indebtedness in the ordinary course of business consistent with past practice, (B) indebtedness, loans, advances, capital contributions and investments between Parent and any of its wholly-owned Subsidiaries or between any of such wholly-owned Subsidiaries, (C) the issuance of up to $300 million in senior notes and (D) such indebtedness as may be necessary to fund actions allowed under Section 4.1(a)(iv) hereof; (vii) knowingly violate or knowingly fail to perform any material obligation or duty imposed upon Parent it or any Subsidiary by any applicable federal, state, local, foreign state or provincial local law, rule, regulation, guideline or ordinance; ; (viii) take any action, other than reasonable and usual actions in the ordinary course of business consistent with past practice, with respect to accounting policies or proceduresprocedures (other than actions required to be taken by GAAP); or or (ix) authorize, recommend, propose recommend or announce an intention to do any of the foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing. Parent shall promptly advise HIIC orally and in writing of any change or event having, or which would reasonably be expected to have, a Material Adverse Effect on Parent.

Actions by Parent. During Except as expressly permitted by clauses (i) through (ix) of this Section 4.1(a), 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 DocumentsParent, Parent subject to Section 4.2 hereof, 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 organizationorganizations, 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 it 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 DocumentsAgreement, Parent Parent, subject to Section 4.2 hereof, shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of HIICthe Company: (i) (Aw) 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; such (other than dividends and other distributions by Subsidiaries), (x) other than in the case of any Subsidiary, split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (By) purchase, redeem or otherwise acquire any shares of its capital stock of Parent or those any other securities thereof or the capital stock of any Subsidiary or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities, or (z) institute any share repurchase program; (ii) issue, deliver, sell, pledge, dispose of of, grant, transfer or otherwise encumber any shares of its capital stock (other than pursuant to the Funding Agreement)stock, any other voting securities or equity equivalent or any securities convertible or exchangeable into, or exercisable for, or any rights, warrants or options to acquire, acquire any such shares, voting securities, equity equivalent or convertible securities (securities, other than (A) subject to Section 4.4, the issuance of stock options and shares of Parent Common Stock to employees of Parent or any of its Subsidiaries in the ordinary course of business consistent with past practice, (B) the issuance of Parent Common Shares during securities pursuant to the period from Parent Rights Plan, and (C) the date of this Agreement through the Effective Time upon the exercise issuance by any wholly-owned Subsidiary of Parent Stock Rights, except for the issuance of its capital stock to Parent Common Shares upon conversion or another wholly-owned Subsidiary 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 converted pursuant to Section 1.5 plus the number of shares of Parent Common Shares issuable to HIIC under the Funding Agreement constitutes the same percentage of the outstanding voting shares of Parent on a fully diluted basis (as used in this Agreement, "fully diluted basis" shall be as defined in the bye-laws of Parent as to be amended by the Bye- Law Amendments in substantially the form attached hereto as Exhibit A) as the number of Parent Common Shares into which HIIC's IEL Common Shares are to be converted pursuant to Section 1.5 plus the number of shares of Parent Common Shares issuable to HIIC under the Funding Agreement constituted of the outstanding voting shares of Parent on a fully diluted basis prior to such issuanceParent; (iii) amend its Memorandum of AssociationCharter or By-Laws; or provided, however, that Parent may amend its byeCharter to increase its authorized capital stock and its By-laws if such amendment would adversely affect the rights of HIIC hereunder or upon consummation of the AmalgamationLaws in accordance with Section 5.14 hereof; (iv) acquire or agree to acquire, acquire by amalgamating, merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets, other than transactions that are acquisitions of assets in the ordinary course of business consistent with past practice, unless (i) the entering into a definitive agreement relating to or the consummation of such acquisition, merger, consolidation or purchase would not (A) impose any material delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Entity necessary to Parent consummate the Merger or the expiration or termination of any applicable waiting period, (B) significantly increase the risk of any Governmental Entity entering an order prohibiting the consummation of the Merger or (C) significantly increase the risk of not being able to remove any such order on appeal or otherwise, and its Subsidiaries taken as a whole(ii) in the case of any individual acquisition, merger, consolidation or purchase, the value of which does not exceed $175 million; (v) sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any of its assets (other than the real property owned by a Subsidiary of Parent)assets, other than (A) transactions that are in the ordinary course of business consistent with past practice and not material to Parent and its Subsidiaries taken as a whole, (B) as may be required by any Governmental Entity and (C) subject to Sections 4.4 and 5.8(d), dispositions involving an aggregate consideration not in excess of $100 million; (vi) incur or assume any indebtedness for borrowed money or money, guarantee any such indebtedness (other than pursuant to the Funding Agreement or as a result of the issuance of the Debentures) or make any loans, advances or capital contributions to, or other investments in, any other person, other than (A) in the ordinary course of business consistent with past practice, and (B) indebtedness, loans, advances, capital contributions and investments between Parent and any of its wholly-owned Subsidiaries or between any of such wholly-owned Subsidiaries; (vii) knowingly violate or knowingly fail to perform any material obligation or duty imposed upon Parent it or any Subsidiary by any applicable material federal, state, local, foreign state or provincial local law, rule, regulation, guideline or ordinance; (viii) take any action, other than reasonable and usual actions in the ordinary course of business consistent with past practice, with respect to accounting policies or proceduresprocedures (other than actions required to be taken by GAAP); or (ix) authorize, recommend, propose recommend or announce an intention to do any of the foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing. Parent shall promptly advise HIIC orally and in writing of any change or event having, or which would reasonably be expected to have, a Material Adverse Effect on Parent.

Actions by Parent. Notwithstanding anything herein to the contrary, (1) prior to the Effective Time, the Parent Recapitalization shall occur and (2) contemporaneously with the Closing, Parent shall duly adopt and declare advisable the Charter Amendment. 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 organizationorganizations, 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 (including the Parent Ancillary DocumentsRecapitalization as consummated in accordance with the terms set forth on Exhibit A-2 hereto), Parent from the date of this Agreement to the Effective Time, Parent, shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of HIICthe Company: (i) (Aw) 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 stockholders in their capacity as such; such (other than dividends and other distributions by Subsidiaries), (x) other than in the case of any Subsidiary, split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (By) other than pursuant to any existing stockholders agreement (copies of which have been previously provided to the Company), purchase, redeem or otherwise acquire any shares of its capital stock of Parent or those any other securities thereof or the capital stock of any Subsidiary or any other securities thereof or any rights, warrants or options to acquire any such shares or other securitiessecurities or (z) institute or amend any share repurchase program; (ii) issue, deliver, sell, pledge, dispose of of, grant, transfer or otherwise encumber any shares of its capital stock (other than pursuant to the Funding Agreement)stock, any other voting securities or equity equivalent or any securities convertible or exchangeable into, or exercisable for, or any rights, warrants or options to acquire, acquire any such shares, voting securities, equity equivalent or convertible securities (securities, other than (A) subject to Section 4.3 hereof, 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 converted pursuant to Section 1.5 plus the number of stock options and shares of Parent Common Shares issuable Stock to HIIC employees of Parent or any of its Subsidiaries under the Funding Agreement constitutes Parent Incentive Plans and in the same percentage ordinary course of business consistent with past practice between the date hereof and the Effective Date, (B) the issuance by any wholly-owned Subsidiary of Parent of its capital stock to Parent or another wholly-owned Subsidiary of Parent and (C) as set forth in Schedule 4.1(a)(ii) of the outstanding voting shares of Parent on a fully diluted basis (as used in this Agreement, "fully diluted basis" shall be as defined in the bye-laws of Parent as to be amended by the Bye- Law Amendments in substantially the form attached hereto as Exhibit A) as the number of Parent Common Shares into which HIIC's IEL Common Shares are to be converted pursuant to Section 1.5 plus the number of shares of Parent Common Shares issuable to HIIC under the Funding Agreement constituted of the outstanding voting shares of Parent on a fully diluted basis prior to such issuanceDisclosure Schedule; (iii) amend its Memorandum of Association; charter or amend its byeby-laws if such amendment would adversely affect the rights of HIIC hereunder or upon consummation of the Amalgamationlaws; (iv) except for inventory, merchandise, finished goods and accounts receivable acquired in the ordinary course of business, acquire or agree to acquire, acquire by amalgamating, merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by making an investment in or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets, other than transactions that are acquisitions of assets in the ordinary course of business consistent with past practice in an amount not material to Parent and its Subsidiaries taken as a wholeexceed $20 million; (v) sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any of its assets (rights or other than the real property owned by a Subsidiary of Parent)assets, other than transactions (A) sales of inventory, merchandise and finished goods in the ordinary course of business and (B)transactions that are in the ordinary course of business consistent with past practice and that, individually or in the aggregate, are not material to Parent and its Subsidiaries taken as a whole; (vi) incur or assume any indebtedness for borrowed money or money, guarantee any such indebtedness (other than pursuant to the Funding Agreement or as a result of the issuance of the Debentures) or make any loans, advances or capital contributions to, or other investments in, any other personPerson, other than (A) indebtedness incurred in the ordinary course of business consistent with past practice in an amount not to exceed $20 million, (B) indebtedness, loans, advances, capital contributions and investments between Parent and any of its wholly-owned Subsidiaries or between any of such wholly-owned Subsidiaries, (C) such indebtedness as may be necessary to fund actions allowed under Section 4.1(a)(iv) hereof and (D) in connection with a refinancing of the Credit Agreement, dated as of August 26, 1997 (the "Credit Agreement"), among Endo Pharmaceuticals Inc., the lenders party thereto and The Chase Manhattan Bank (provided that such indebtedness incurred in connection with such a refinancing does not exceed indebtedness allowed under the Credit Agreement); (vii) knowingly violate or knowingly fail to perform any material obligation or duty imposed upon Parent it or any Subsidiary by any applicable federal, state, local, foreign state or provincial local law, rule, regulation, guideline or ordinance; (viii) take any action, other than reasonable and usual actions in the ordinary course of business consistent with past practice, with respect to accounting policies or proceduresprocedures and other than actions required to be taken by GAAP; or (ix) authorize, recommend, propose or announce an intention to do any of the foregoing, or enter into any contract, agreement, commitment or arrangement to do take any of the foregoing. Parent shall promptly advise HIIC orally and in writing of any change or event having, or which would reasonably be expected to have, a Material Adverse Effect on Parentaction prohibited by this Section 4.1(a).

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 or as set forth in the Parent Ancillary DocumentsLetter, 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 or as set forth in the Parent Ancillary DocumentsLetter, Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of HIICthe Company: (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 stockholders in their capacity as suchsuch (other than regular quarterly dividends of not more than $.45 per share on Parent Common Stock, the Specialty Products Business Spinoff and dividends paid by Subsidiaries of Parent in the ordinary course of business and consistent with past practice); (B) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; or (BC) 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)stock, 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 24 than the issuance of shares of Parent Common Shares during the period from the date of this Agreement through the Effective Time Stock and Parent Rights upon the exercise of Parent Stock Rights, except for Options and the issuance of Parent Common Shares upon conversion of the convertible redeemable preference shares stock options to employees of Parent issued upon the B/E Conversion) unless a number or any 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 converted pursuant to Section 1.5 plus the number of shares of Parent Common Shares issuable to HIIC under the Funding Agreement constitutes the same percentage of the outstanding voting shares of Parent on a fully diluted basis (as used in this Agreement, "fully diluted basis" shall be as defined its Subsidiaries in the bye-laws ordinary course of Parent as to be amended by the Bye- Law Amendments in substantially the form attached hereto as Exhibit A) as the number of Parent Common Shares into which HIIC's IEL Common Shares are to be converted pursuant to Section 1.5 plus the number of shares of Parent Common Shares issuable to HIIC under the Funding Agreement constituted of the outstanding voting shares of Parent on a fully diluted basis prior to such issuancebusiness and consistent with past practice); (iii) amend its Memorandum of Association; charter or amend its byeorganization documents or by-laws if such amendment would adversely affect the rights of HIIC hereunder or upon consummation of the Amalgamationlaws; (iv) acquire or agree to acquire, by amalgamating, merging or consolidating with, by purchasing a substantial portion of the assets of or equity in or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets, other than (A) transactions that are in the ordinary course of business and consistent with past practice and not material to Parent and its Subsidiaries taken as a wholewhole and (B) acquisitions for an aggregate consideration paid or payable by Parent and its Subsidiaries (valuing any non-cash consideration at its fair market value and any contingent payments at the maximum amount payable and treating any liabilities assumed as consideration paid) in an amount not to exceed $15,000,000; (v) sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any of its assets (other than the real property owned by a Subsidiary of Parent)assets, other than (A) transactions that are in the ordinary course of business and consistent with past practice and not material to Parent and its Subsidiaries taken as a wholewhole and (B) dispositions for an aggregate consideration paid or payable to Parent and its Subsidiaries (valuing any non-cash consideration, contingent payments and liabilities assumed as provided in clause (iv) above) in an amount not to exceed $15,000,000; (vi) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness (other than pursuant to the Funding Agreement or as a result of the issuance of the Debentures) or make any loans, advances or capital contributions to, or other investments in, any other person, other than (A) borrowings or guarantees incurred in the ordinary course of business and consistent with past practice and (B) any loans, advances or capital contributions to, or other investments in, Parent or any majority-owned Subsidiary of Parent; (vii) enter into or adopt any Parent Plan, or amend any existing Parent Plan, other than as required by law; (viii) violate or fail to perform any material obligation or duty imposed upon Parent or any Subsidiary by any applicable federal, state, local, foreign or provincial law, rule, regulation, guideline or ordinance; (viiiix) take any action, other than reasonable and usual actions in the ordinary course of business consistent with past practice, with respect to accounting policies or procedures; or; (ixx) authorize, recommend, propose or announce an intention to do any of the foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing; or (xi) acquire any shares of capital stock of the Company. Parent shall promptly advise HIIC the Company orally and in writing of any change or event having, or which would reasonably be expected to have, a Material Adverse Effect on Parent.