Conduct by Parent. During the period from the date of this Agreement to the Effective Time, except as consented to in writing by the Company prior to such action or as specifically contemplated by this Agreement, Parent shall not, and shall not permit any of its Subsidiaries to, take any action that is reasonably likely to result in (a) any representation and warranty of Parent or Sub set forth in this Agreement that is qualified as to materiality becoming untrue (as so qualified) or (b) any such representation and warranty that is not so qualified becoming untrue in any material respect.
Conduct by Parent. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time, Parent shall not, prior to the Effective Time or earlier termination of this Agreement pursuant to its terms, without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed):
(a) adopt a plan of complete or partial liquidation, dissolution, merger or consolidation (other than any merger or consolidation in which Parent would not become a Subsidiary of any other person);
(b) adopt any amendments to its certificate of incorporation which would materially adversely affect the terms and provisions of the Parent Common Stock or the rights of the holders of such shares;
(c) declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or 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 capital stock of Parent, or, except in accordance with agreements existing as of the date hereof, repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock in excess of 10% of the number of shares of capital stock of Parent then outstanding; or
(d) take, or agree in writing or otherwise to take, any of the actions described in this SECTION 6.2, or any action which would cause or would be reasonably likely to cause, any of the conditions to the Merger set forth in SECTIONS 7.1 OR 7.2 not to be satisfied.
Conduct by Parent. Except as expressly provided for by this Agreement, Parent shall not, prior to the Effective Time or earlier termination of this Agreement pursuant to its terms, without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), adopt any amendments to its Certificate of Incorporation, or take any other action requiring a vote of the holders of Parent Common Stock, which would materially adversely affect the terms and provisions of the Parent Common Stock or take, or agree in writing or otherwise to take, any of the foregoing actions.
Conduct by Parent. During the period from the date of this Agreement to the Effective Time, except with the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), Parent shall and shall cause its Subsidiaries to not engage in any acquisition of assets, businesses or entities related to mining equipment that would, individually or in the aggregate, reasonably be likely to prevent or materially delay the consummation of the transactions contemplated by this Agreement.
Conduct by Parent. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time, Parent shall not, prior to the Effective Time or earlier termination of this Agreement pursuant to its terms, without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed):
(a) adopt a plan of complete or partial liquidation, dissolution, merger or consolidation (other than any merger or consolidation in which Parent would not become a Subsidiary of any other person);
(b) adopt any amendments to its Certificate of Incorporation which would materially adversely affect the terms and provisions of the Parent Shares or the rights of the holders of such shares; or
(c) take, or agree in writing or otherwise to take, any of the actions described in this Section 6.2, or any action which would cause or would be reasonably likely to cause, any of the conditions to the Merger set forth in Sections 7.1 or 7.2 not to be satisfied.
Conduct by Parent. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time, except as expressly provided for by this Agreement, Parent shall not, prior to the Effective Time or earlier termination of this Agreement pursuant to its terms, without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed):
(a) adopt a plan of complete or partial liquidation, dissolution, merger or consolidation (other than any merger or consolidation in which Parent would not become a Subsidiary of any other person);
(b) adopt any amendments to its Certificate of Incorporation which would materially adversely affect the terms and provisions of the Parent Shares or the rights of the holders of such shares;
(c) effect or agree to effect or announce an intention or proposal to effect, any acquisition, business combination or other transaction which would reasonably be expected to impair the ability of the Parties to consummate the Merger at the earliest possible time; or
(d) take, or agree in writing or otherwise to take, any of the actions described in this Section 6.2, or any action which would cause or would be reasonably likely to cause, any of the conditions to the Merger set forth in Sections 7.1 or 7.2 not to be satisfied.
Conduct by Parent. During the Pre-Closing Period, Parent shall not, without the prior written consent of the Company (i) declare, accrue, set aside or pay any dividend or any other distribution in respect of any shares of its capital stock, (ii) repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, or (iii) amend or permit the adoption of any amendments to its Certificate of Incorporation or bylaws in a manner that would materially adversely affect the terms and provisions of the Parent Common Stock, or (iv) take, or agree in writing or otherwise to take, any of the foregoing actions.
Conduct by Parent. During the period from the date of this Agreement to the Effective Time, except as consented to in writing by the Company or as specifically contemplated by this Agreement, Parent shall not, and shall not permit any of its subsidiaries to, take any action that would or is reasonably likely to result in (i) any representation and warranty of Parent set forth in this Agreement that is qualified as to materiality becoming untrue, (ii) any such representation and warranty that is not so qualified becoming untrue in any material respect or (iii) any condition to the Merger set forth in Article VII not being satisfied. ARTICLE VI
Conduct by Parent. Except as expressly provided in this Agreement ----------------- or as disclosed on Section 7.2(b) of Parent Disclosure Schedule, neither Parent nor any Parent Subsidiary shall (except as expressly permitted by this Agreement or to the extent the Company shall otherwise consent in writing):
(i) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of Parent Common Stock, except for dividends paid by any Parent Subsidiary to Parent or any Parent Subsidiary that is, directly or indirectly, wholly owned by Parent; or
(ii) authorize or enter into any formal or informal written or other agreement or otherwise make any commitment to do any of the foregoing actions; provided that nothing in this Section 7.2(b) shall prohibit Parent from undertaking any actions contemplated by the definition of Base Adjustments in Section 3.1(c)(ii) prior to Closing.
Conduct by Parent. From the date hereof until the Closing Date, Parent and the Parent Subsidiaries shall conduct their business in the ordinary course consistent with past practice in compliance with all applicable laws and shall use their reasonable best efforts to preserve intact their business organizations and relationships with third parties and to keep available the services of their present officers and employees. Without limiting the generality of the foregoing, from the date hereof until the Closing Date and except as expressly contemplated by this Agreement or the other Transaction Agreements or as may result from the consummation of the Transactions, as set forth in Section 7.03 of the Parent Disclosure Schedule, or as otherwise consented to in writing by the Company in accordance with Section 7.04 (except if such consent would be inconsistent with applicable law), Parent shall not and shall cause the Parent Subsidiaries not to:
(a) adopt or propose any change in its certificate of incorporation, bylaws or other organizational documents;
(b) issue, deliver, sell, pledge or transfer or authorize or propose the issuance, delivery, sale, pledge or transfer of any shares of its capital stock of any class or any securities convertible into or exercisable for, or any rights, warrants, options or other rights to acquire, any such shares or any other ownership interest in Parent or enter into any agreement with respect to the foregoing, other than (i) the issuance of Parent Common Shares or warrants upon or in connection with the exercise or conversion of stock options, restricted stock units, warrants or preferred stock of Parent outstanding on the date hereof in accordance with their terms in effect on the date hereof, (ii) the issuance of Parent Common Shares or preferred stock of Parent pursuant to any contract, agreement or arrangement entered into prior to the date hereof and set forth in Section 7.03 of the Parent Disclosure Schedule and (iii) the issuance of Parent Common Shares, stock options and restricted stock units under any stock incentive, deferred compensation, profit sharing or other benefit plan of Parent or any Parent Subsidiary in effect on the date hereof;
(i) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof, (ii) sell, lease or otherwise dispose of a Parent Subsidiary or (iii) sell, lease or otherwise dispose of assets or securities, except for transac...
