Common use of Company Restrictions Clause in Contracts

Company Restrictions. (a) So long as any Notes or Warrants remain outstanding, the Company shall not consummate any exchange (i) of any security of the Company or any of its subsidiaries for any other security of the Company or any of its subsidiaries except to the extent (x) consummated pursuant to an exchange registered under a registration statement of the Company filed pursuant to the 1933 Act and declared effective by the Securities and Exchange Commission or (y) such exchange is exempt from registration pursuant to an exemption provided under the 1933 Act (other than Section 3(a)(10) of the 0000 Xxx) or (ii) of any indebtedness or other securities of the Company or any of its subsidiaries relying on the exemption provided by Section 3(a)(10) of the 1933 Act. Notwithstanding the foregoing, the Company shall not, directly or indirectly, cooperate with any person to effect any exchange of securities of the Company (whether pursuant to Section 3(a)(9) or 3(a)(10) of the 1933 Act or otherwise) in connection with a proposed sale of such securities from an existing holder of such securities to a third party. (b) So long as any Notes or Warrants remain outstanding, the Company shall not, directly or indirectly, (i) issue or sell any convertible securities either (A) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of, or quotations for, the shares of Common Stock at any time after the initial issuance of such convertible securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such convertible securities or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock, or (ii) enter into any agreement (including, without limitation, an “equity line of credit” or an “at-the-market offering”) whereby the Company or any of its subsidiaries may sell securities at a future determined price (other than standard and customary “preemptive” or “participation” rights). The Investor shall be entitled to obtain injunctive relief against the Company and its subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages.

Company Restrictions. (a) So long as any Notes or Warrants remain outstanding, the Company shall not consummate any exchange (i) of any security of the Company or any of its subsidiaries for any other security of the Company or any of its subsidiaries except to the extent (x) consummated pursuant to an exchange registered under a registration statement of the Company filed pursuant to the 1933 Act and declared effective by the Securities and Exchange Commission or (y) such exchange is exempt from registration pursuant to an exemption provided under the 1933 Act (other than Section 3(a)(10) of the 0000 Xxx) or (ii) of any indebtedness or other securities of the Company or any of its subsidiaries relying on the exemption provided by Section 3(a)(10) of the 1933 Act. Notwithstanding the foregoing, the Company shall not, directly or indirectly, cooperate with any person to effect any exchange of securities of the Company (whether pursuant to Section 3(a)(9) or 3(a)(10) of the 1933 Act or otherwise) in connection with a proposed sale of such securities from an existing holder of such securities to a third party. (b) So long as any Notes or Warrants remain outstanding, the Company shall not, directly or indirectly, without prior written consent of the Investor, (i) issue or sell any convertible securities either (A) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of, or quotations for, the shares of Common Stock at any time after the initial issuance of such convertible securities, or (B) with a conversion, exercise or exchange price that is subject to being reset on more than one occasion either (x) at some future date after the initial issuance of such convertible securities or (y) upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common StockStock (other than customary adjustments for “weighted average” or “full-ratchet” antidilution), or (ii) enter into any agreement (including, without limitation, an “equity line of credit” or an “at-the-market offering”) whereby the Company or any of its subsidiaries may sell securities at a future determined price (in each case, other than standard and customary “preemptive” or “participation” rights). The Investor shall be entitled to obtain injunctive relief against the Company and its subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages.customary

Company Restrictions. (a) So long During the period from the date of this Agreement to the Effective Time, except as any Notes set forth in Section 5.2 of the Company Disclosure Schedule or Warrants remain outstandingas expressly contemplated or permitted by this Agreement, the Company shall not, and shall not consummate permit any exchange of its Subsidiaries to, without the prior written consent of Parent, which consent shall not be unreasonably withheld, denied, conditioned or delayed: (a) sell, lease, license, transfer, convey, assign, or otherwise dispose of any material rights, properties or assets, tangible or intangible, of the Company or its Subsidiaries, other than (i) obsolete or non-used assets or rights or properties or assets with a fair market value not in excess of $1,000,000 in the aggregate or (ii) sales of inventory, products, services or scrap (or related assets and rights transferred in connection with such sales), in the ordinary course of business consistent with past practice; (b) (i) other than pursuant to borrowings under facilities in existence as of the date hereof and set forth on Section 3.13(a)(viii) of the Company Disclosure Schedule, incur, assume or guarantee any Indebtedness other than (x) the replacement or renewal of letters of credit in existence as of the date hereof with new letters of credit in the same or a lesser amount or (y) entry into new letters of credit or increasing existing letters of credit in an aggregate amount not exceeding $5,000,000, (ii) cancel or waive any claims under any material Indebtedness or amend or modify adversely to the Company in any material respect the terms relating to any such Indebtedness, (iii) other than in the ordinary course of business consistent with past practice, assume, guarantee, endorse or otherwise as an accommodation become responsible for obligations of any security Person other than the Company or any of its Subsidiaries, or (iv) other than in the ordinary course of business consistent with past practice make any material loans or advances, except among the Company and any of its Subsidiaries; (c) adjust, split, combine or reclassify any of its capital stock; (d) (i) make any loans, payments or other distributions to (x) the Holders or any of their affiliates (other than the Company and its Subsidiaries) (other than in accordance with the terms, as of the date hereof, of an agreement set forth on 3.13(a)(xiv) of the Company Disclosure Schedule) or (y) officers, directors, employees, in each of clause (x) and (y), other than in their capacities as current or former officers, directors or employees of the Company or any of its subsidiaries for Subsidiaries in the ordinary course of business consistent with past practice; or (ii) enter into any Contract with any stockholder or an affiliate of any stockholder (other security than the Company and its Subsidiaries), other than in their capacities as current or former officers, directors or employees of the Company or any of its subsidiaries Subsidiaries in the ordinary course of business consistent with past practice; (e) make, declare or pay any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any shares of its capital stock (except to for dividends paid by any of the extent (x) consummated pursuant to an exchange registered under a registration statement Subsidiaries of the Company filed to the Company or to any of its wholly owned Subsidiaries); (f) grant any Company Options, Company SARs, Company RSUs, restricted shares, awards based on the value of the Company’s capital stock or other equity-based award with respect to shares of the Company Common Stock under any of the Company Stock Plans or otherwise, or grant any individual, corporation or other entity any right to acquire any shares of its capital stock; (g) issue any additional shares of capital stock or other securities, except pursuant to the 1933 Act exercise of Company Options or Company SARs or the settlement of Company RSUs, in all cases, granted under a Company Stock Plan that are outstanding as of the date of this Agreement; (h) except as required under applicable law or the terms of any Company Benefit Plan, any collective bargaining agreement or any other plan or Contract existing as of the date hereof, (i) increase in any manner the compensation or benefits, including severance benefits, of any of the current or former directors, officers or employees of the Company or its Subsidiaries other than (A) changes resulting from the annual process for open enrollment into the Company’s welfare benefit plans and declared effective (B) customary increases in the ordinary course of business consistent with past practice made to employees below the level of Vice President, (ii) pay or commit to pay any severance, bonus, retirement or retention amounts to any of the current or former directors, officers or employees of the Company or its Subsidiaries other than payments or commitments to pay severance not in excess of $10,000 above the amount required under the terms of the Company’s Severance Benefit Plan for Eligible Non-represented Employees or identified as a severance plan on Section 3.10 of the Company Disclosure Schedule, (iii) become a party to, establish, amend, commence participation in or commit itself to the adoption of any stock option plan or other stock-based compensation plan, pension, retirement, profit-sharing, material welfare benefit, or other material employee benefit plan or employment agreement with or for the benefit of any of the current or former directors, officers or employees of the Company or its Subsidiaries (or newly hired employees), (iv) except as contemplated by this Agreement, accelerate the Securities vesting or payment or cause to be funded or otherwise secure the payment of any compensation and/or benefits, (v) amend, extend, renew or enter into any collective bargaining agreement or make any determinations not in the ordinary course of business consistent with past practice under any collective bargaining agreement or Company Benefit Plan, (vi) hire or enter into an employment agreement with any employee who would have total annual cash compensation (salary and Exchange Commission target bonus) of $200,000 or more, or (yvii) change any actuarial or other assumptions used to calculate funding obligations with respect to any Company Benefit Plan or change the manner in which contributions to such exchange is exempt from registration pursuant to an exemption provided under plans are made or the 1933 Act basis on which such contributions are determined, except as may be required by GAAP; (i) other than Section 3(a)(10(i) acquisitions of assets in the 0000 Xxxordinary course of business consistent with past practice, acquire (by merger, consolidation, purchase of assets or equity interests or otherwise) any businesses, assets, properties or interests in any other Person for consideration in excess of $2,000,000 in the aggregate or (ii) merge or consolidate with any Person; (j) make any capital expenditure requiring payments in excess of $2,000,000 for any indebtedness item or series of related items, except for capital expenditures previously approved by the Company or its Subsidiaries; (k) make any material investment either by purchase of stock or securities or contributions to capital in excess of $1,000,000 (other securities than in a wholly-owned Subsidiary); (l) (i) enter into any new line of business or (ii) except as required by applicable law, regulation or policies imposed by any Governmental Entity, change any material policy established by the executive officers of the Company that generally applies to the operations of the Company; (m) except as required by changes in applicable law after the date hereof, amend its charter or bylaws or comparable organizational documents, or otherwise take any action to exempt any person from any provision of its subsidiaries relying on the exemption provided by Section 3(a)(10) of the 1933 Act. Notwithstanding the foregoing, the Company shall not, directly charter or indirectly, cooperate with any person to effect any exchange of securities of the Company (whether pursuant to Section 3(a)(9) or 3(a)(10) of the 1933 Act or otherwise) in connection with a proposed sale of such securities from an existing holder of such securities to a third party.bylaws; (bn) So long as any Notes or Warrants remain outstanding, the Company shall not, directly or indirectly, (i) issue terminate or sell amend or otherwise modify in any convertible securities either (A) at a conversionmaterial respect, exercise except in the ordinary course of business consistent with past practice, or exchange rate or other price that is based upon and/or varies with knowingly violate in any material respect the trading prices terms of, any Company Contract, except for amendments or quotations for, the shares of Common Stock at modifications to any time after the initial issuance Company Contract described in Section 3.13(a)(ii) or 3.13(a)(iii) (other than formal amendments to any of such convertible securities, Company Contracts executed by (or (Bof a type typically executed by) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such convertible securities or upon the occurrence of specified or contingent events directly or indirectly related to the business an officer of the Company or the market for the Common StockCompany), or (ii) enter into any agreement (including, without limitation, an “equity line new agreements or contracts or other binding obligations of credit” or an “at-the-market offering”) whereby the Company or its Subsidiaries containing any express restriction (or agree to expand any existing restriction) on the ability of the Company or its subsidiaries may sell securities at Subsidiaries (or after the Effective Time, Parents and its affiliates) to conduct its business as it is presently being conducted in any material respect; (o) enter into (A) a future determined price (other than standard and customary “preemptive” Company Contract with a supplier of the Company or “participation” rights). The Investor shall be entitled its Subsidiaries that is reasonably expected to obtain injunctive relief against provide for payments from the Company and its subsidiaries Subsidiaries to preclude such supplier in excess of $20,000,000 in any such issuance12-month period, which remedy shall (B) a Company Contract with a customer of the Company or its Subsidiaries with a term exceeding three years or that is reasonably expected to provide for payments to the Company and its Subsidiaries from customers of the Company or its Subsidiaries in excess of $25,000,000 in any 12-month period, or (C) that would be a Company Contract under Section 3.13(a)(i); (p) (i) commence, settle or compromise any litigation, action or proceeding except for (i) settlements involving only monetary remedies with a value not in addition excess of $1,000,000 with respect to any individual litigation, action or proceeding or $20,000,000 in the aggregate and (ii) the commencement of any litigation, action or proceeding in the ordinary course of business consistent with past practice; (q) other than in the ordinary course of business consistent with past practice, reduce the amount of insurance coverage or fail to renew any material existing insurance policies; (r) amend in a manner that adversely impacts the ability of the Company to conduct its business, terminate or allow to lapse any material Permit; (s) (i) cancel or permit to lapse any trademarks, trade names, service marks, service names, logos, assumed names, copyrights or patents or applications or registrations thereof that are included in the Company Intellectual Property other than in the ordinary course of business consistent with past practice, or (ii) disclose to any third party, other than representatives of Parent or under a confidentiality agreement, any trade secret included in the Company Intellectual Property in a way that results in loss of trade secret protection, in each of clause (x) and (y) in a manner that is materially adverse to the Company; (t) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by applicable law, GAAP or regulatory guidelines; (u) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (v) intentionally take any action that is intended to result in any of the conditions to the Merger set forth in Article VII not being satisfied; (i) make, change or revoke any material Tax election, (ii) take any position on any Tax Return filed on or after the date of this Agreement or adopt any method therein that is materially inconsistent with elections made, positions taken or methods used in preparing or filing similar Tax Returns in prior periods unless such position or election is required pursuant to a change in applicable law, (iii) change any material method of Tax accounting or any annual Tax accounting period, (iv) enter into any closing agreement, (v) settle or compromise any material liability for Taxes, (vi) file any material amended Tax Return, or (vii) surrender any right or claim to collect damagesa material refund of Taxes; or (x) agree to take, or make any commitment to take, any of the actions prohibited by this Section 5.2. Parent agrees to use its reasonable best efforts to indicate whether or not it will consent to any action prohibited by this Section 5.2 within two business days of Parent’s receipt of a written request from the Company with respect to such action.

Company Restrictions. (a) So long During the period from the date of this Agreement to the Effective Time, except as any Notes set forth in Section 5.2 of the Company Disclosure Schedule or Warrants remain outstandingas expressly contemplated or permitted by this Agreement, the Company shall not, and shall not consummate permit any exchange of its Subsidiaries to, without the prior written consent of Parent, which consent shall not be unreasonably withheld, denied, conditioned or delayed: (a) sell, lease, license, transfer, convey, assign, or otherwise dispose of any material rights, properties or assets, tangible or intangible, of the Company or its Subsidiaries, other than (i) obsolete or non-used assets or rights or properties or assets with a fair market value not in excess of $1,000,000 in the aggregate or (ii) sales of inventory, products, services or scrap (or related assets and rights transferred in connection with such sales), in the ordinary course of business consistent with past practice; (b) (i) other than pursuant to borrowings under facilities in existence as of the date hereof and set forth on Section 3.13(a)(viii) of the Company Disclosure Schedule, incur, assume or guarantee any Indebtedness other than (x) the replacement or renewal of letters of credit in existence as of the date hereof with new letters of credit in the same or a lesser amount or (y) entry into new letters of credit or increasing existing letters of credit in an aggregate amount not exceeding $5,000,000, (ii) cancel or waive any claims under any material Indebtedness or amend or modify adversely to the Company in any material respect the terms relating to any such Indebtedness, (iii) other than in the ordinary course of business consistent with past practice, assume, guarantee, endorse or otherwise as an accommodation become responsible for obligations of any security Person other than the Company or any of its Subsidiaries, or (iv) other than in the ordinary course of business consistent with past practice make any material loans or advances, except among the Company and any of its Subsidiaries; (c) adjust, split, combine or reclassify any of its capital stock; (d) (i) make any loans, payments or other distributions to (x) the Holders or any of their affiliates (other than the Company and its Subsidiaries) (other than in accordance with the terms, as of the date hereof, of an agreement set forth on 3.13(a)(xiv) of the Company Disclosure Schedule) or (y) officers, directors, employees, in each of clause (x) and (y), other than in their capacities as current or former officers, directors or employees of the Company or any of its subsidiaries for Subsidiaries in the ordinary course of business consistent with past practice; or (ii) enter into any Contract with any stockholder or an affiliate of any stockholder (other security than the Company and its Subsidiaries), other than in their capacities as current or former officers, directors or employees of the Company or any of its subsidiaries Subsidiaries in the ordinary course of business consistent with past practice; (e) make, declare or pay any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any shares of its capital stock (except to for dividends paid by any of the extent (x) consummated pursuant to an exchange registered under a registration statement Subsidiaries of the Company filed to the Company or to any of its wholly owned Subsidiaries); (f) grant any Company Options, Company SARs, Company RSUs, restricted shares, awards based on the value of the Company’s capital stock or other equity-based award with respect to shares of the Company Common Stock under any of the Company Stock Plans or otherwise, or grant any individual, corporation or other entity any right to acquire any shares of its capital stock; (g) issue any additional shares of capital stock or other securities, except pursuant to the 1933 Act exercise of Company Options or Company SARs or the settlement of Company RSUs, in all cases, granted under a Company Stock Plan that are outstanding as of the date of this Agreement; (h) except as required under applicable law or the terms of any Company Benefit Plan, any collective bargaining agreement or any other plan or Contract existing as of the date hereof, (i) increase in any manner the compensation or benefits, including severance benefits, of any of the current or former directors, officers or employees of the Company or its Subsidiaries other than (A) changes resulting from the annual process for open enrollment into the Company’s welfare benefit plans and declared effective (B) customary increases in the ordinary course of business consistent with past practice made to employees below the level of Vice President, (ii) pay or commit to pay any severance, bonus, retirement or retention amounts to any of the current or former directors, officers or employees of the Company or its Subsidiaries other than payments or commitments to pay severance not in excess of $10,000 above the amount required under the terms of the Company’s Severance Benefit Plan for Eligible Non-represented Employees or identified as a severance plan on Section 3.10 of the Company Disclosure Schedule, (iii) become a party to, establish, amend, commence participation in or commit itself to the adoption of any stock option plan or other stock-based compensation plan, pension, retirement, profit-sharing, material welfare benefit, or other material employee benefit plan or employment agreement with or for the benefit of any of the current or former directors, officers or employees of the Company or its Subsidiaries (or newly hired employees), (iv) except as contemplated by this Agreement, accelerate the Securities vesting or payment or cause to be funded or otherwise secure the payment of any compensation and/or benefits, (v) amend, extend, renew or enter into any collective bargaining agreement or make any determinations not in the ordinary course of business consistent with past practice under any collective bargaining agreement or Company Benefit Plan, (vi) hire or enter into an employment agreement with any employee who would have total annual cash compensation (salary and Exchange Commission target bonus) of $200,000 or more, or (yvii) change any actuarial or other assumptions used to calculate funding obligations with respect to any Company Benefit Plan or change the manner in which contributions to such exchange is exempt from registration pursuant to an exemption provided under plans are made or the 1933 Act basis on which such contributions are determined, except as may be required by GAAP; (i) other than Section 3(a)(10(i) acquisitions of assets in the 0000 Xxxordinary course of business consistent with past practice, acquire (by merger, consolidation, purchase of assets or equity interests or otherwise) any businesses, assets, properties or interests in any other Person for consideration in excess of $2,000,000 in the aggregate or (ii) merge or consolidate with any Person; (j) make any capital expenditure requiring payments in excess of $2,000,000 for any indebtedness item or series of related items, except for capital expenditures previously approved by the Company or its Subsidiaries; (k) make any material investment either by purchase of stock or securities or contributions to capital in excess of $1,000,000 (other securities than in a wholly-owned Subsidiary); (l) (i) enter into any new line of business or (ii) except as required by applicable law, regulation or policies imposed by any Governmental Entity, change any material policy established by the executive officers of the Company that generally applies to the operations of the Company; (m) except as required by changes in applicable law after the date hereof, amend its charter or bylaws or comparable organizational documents, or otherwise take any action to exempt any person from any provision of its subsidiaries relying on the exemption provided by Section 3(a)(10) of the 1933 Act. Notwithstanding the foregoing, the Company shall not, directly charter or indirectly, cooperate with any person to effect any exchange of securities of the Company (whether pursuant to Section 3(a)(9) or 3(a)(10) of the 1933 Act or otherwise) in connection with a proposed sale of such securities from an existing holder of such securities to a third party.bylaws; (bn) So long as any Notes or Warrants remain outstanding, the Company shall not, directly or indirectly, (i) issue terminate or sell amend or otherwise modify in any convertible securities either (A) at a conversionmaterial respect, exercise except in the ordinary course of business consistent with past practice, or exchange rate or other price that is based upon and/or varies with knowingly violate in any material respect the trading prices terms of, any Company Contract, except for amendments or quotations for, the shares of Common Stock at modifications to any time after the initial issuance Company Contract described in Section 3.13(a)(ii) or 3.13(a)(iii) (other than formal amendments to any of such convertible securities, Company Contracts executed by (or (Bof a type typically executed by) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such convertible securities or upon the occurrence of specified or contingent events directly or indirectly related to the business an officer of the Company or the market for the Common StockCompany), or (ii) enter into any agreement (including, without limitation, an “equity line new agreements or contracts or other binding obligations of credit” or an “at-the-market offering”) whereby the Company or its Subsidiaries containing any express restriction (or agree to expand any existing restriction) on the ability of the Company or its subsidiaries may sell securities at Subsidiaries (or after the Effective Time, Parents and its affiliates) to conduct its business as it is presently being conducted in any material respect; (o) enter into (A) a future determined price (other than standard and customary “preemptive” Company Contract with a supplier of the Company or “participation” rights). The Investor shall be entitled its Subsidiaries that is reasonably expected to obtain injunctive relief against provide for payments from the Company and its subsidiaries Subsidiaries to preclude such supplier in excess of $20,000,000 in any such issuance12-month period, which remedy shall (B) a Company Contract with a customer of the Company or its Subsidiaries with a term exceeding three years or that is reasonably expected to provide for payments to the Company and its Subsidiaries from customers of the Company or its Subsidiaries in excess of $25,000,000 in any 12-month period, or (C) that would be a Company Contract under Section 3.13(a)(i); (p) (i) commence, settle or compromise any litigation, action or proceeding except for (i) settlements involving only monetary remedies with a value not in addition excess of $1,000,000 with respect to any individual litigation, action or proceeding or $20,000,000 in the aggregate and (ii) the commencement of any litigation, action or proceeding in the ordinary course of business consistent with past practice; (q) other than in the ordinary course of business consistent with past practice, reduce the amount of insurance coverage or fail to renew any material existing insurance policies; (r) amend in a manner that adversely impacts the ability of the Company to conduct its business, terminate or allow to lapse any material Permit; (i) cancel or permit to lapse any trademarks, trade names, service marks, service names, logos, assumed names, copyrights or patents or applications or registrations thereof that are included in the Company Intellectual Property other than in the ordinary course of business consistent with past practice, or (ii) disclose to any third party, other than representatives of Parent or under a confidentiality agreement, any trade secret included in the Company Intellectual Property in a way that results in loss of trade secret protection, in each of clause (x) and (y) in a manner that is materially adverse to the Company; (t) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by applicable law, GAAP or regulatory guidelines; (u) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (v) intentionally take any action that is intended to result in any of the conditions to the Merger set forth in Article VII not being satisfied; (i) make, change or revoke any material Tax election, (ii) take any position on any Tax Return filed on or after the date of this Agreement or adopt any method therein that is materially inconsistent with elections made, positions taken or methods used in preparing or filing similar Tax Returns in prior periods unless such position or election is required pursuant to a change in applicable law, (iii) change any material method of Tax accounting or any annual Tax accounting period, (iv) enter into any closing agreement, (v) settle or compromise any material liability for Taxes, (vi) file any material amended Tax Return, or (vii) surrender any right or claim to collect damagesa material refund of Taxes; or (x) agree to take, or make any commitment to take, any of the actions prohibited by this Section 5.2. Parent agrees to use its reasonable best efforts to indicate whether or not it will consent to any action prohibited by this Section 5.2 within two business days of Parent’s receipt of a written request from the Company with respect to such action.