Affirmative Covenants of Area. 28 7.4 Negative Covenants of Area . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 7.5 Adverse Changes in Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 7.6 Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 ARTICLE 8
Affirmative Covenants of Area. Unless the prior written consent of Cardinal shall have been obtained, and except as otherwise contemplated herein, (a) Area shall, and shall cause each of its Subsidiaries, from the date of this Agreement until the Effective Time or termination of this Agreement: (i) to operate its business in the usual, regular and ordinary course; (ii) to preserve intact its business organization and Assets and maintain its rights and franchises; (iii) to use its reasonable efforts to cause its representations and warranties to be correct at all times; (iv) to take no action which would (A) adversely affect the ability of any Party to obtain any Consents required for the transactions contemplated hereby without imposition of a condition or restriction of the type referred to in the last sentence of Section 9.1(b) or 9.1(c) of this Agreement or (B) adversely affect in any material respect the ability of either Party to perform its covenants and agreements under this Agreement; and (b) Area shall cause Interim to be organized as a Kentucky corporation wholly-owned by Area, shall cause Interim to execute an agreement of merger and any related documents with Cardinal in a form to be mutually agreed upon by the Parties hereto, and shall vote all of the issued and outstanding shares of Interim common stock held by Area in favor of the Merger.
