Common use of Conduct of Business by Parent and Merger Sub Clause in Contracts

Conduct of Business by Parent and Merger Sub. From the date of this Agreement until the earlier to occur of the (1) termination of this Agreement pursuant to Article VIII and (2) Effective Time, unless the Company otherwise consents, Parent and Merger Sub will not, and will not cause any of their Affiliates (including the Guarantor) to: (a) acquire or agree to acquire by merging or consolidating with, by purchasing a portion of the assets of or equity in, or by acquiring in any other manner, any business of any Person or other business organization or division thereof if such business competes in any line of business of the Company and the entering into of a definitive agreement relating to, or the consummation of, such transaction could reasonably be expected to (i) impose any delay in the obtaining of, or materially increase the risk of not obtaining, any authorization, consent, order, declaration or approval of any Governmental Authority necessary to consummate the Merger or the expiration or termination of any applicable waiting period; (ii) increase the risk of any Governmental Authority entering an order prohibiting the consummation of the Merger; (iii) increase the risk of not being able to remove any such order on appeal or otherwise; or (iv) delay or prevent the consummation of the Merger; (b) enter or agree to enter into any definitive agreement (i) for the acquisition of any business or Person or take or agree to take any other action that, in either case, would reasonably be expected to materially interfere with their ability to consummate the Merger; or (ii) that otherwise would be reasonably expected to delay or prevent the consummation of the Merger; or (c) take or agree to take any other action that would reasonably be expected to prevent or delay the consummation of the Merger.

Conduct of Business by Parent and Merger Sub. From Except (i) as permitted -------------------------------------------- by the date terms of this Agreement, (ii) as set forth in Section 5.3 of the Parent ----------- Schedule, or (iii) as otherwise approved by the Company in writing, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the (1) termination of this Agreement pursuant to Article VIII and (2) hereof or the Effective Time, unless the Company otherwise consents, Parent and Merger Sub will ------------ shall not, and will shall not cause permit any of their Affiliates (including respective subsidiaries to do any of the Guarantor) tofollowing: (a) declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock; (b) effect any amendment to Parent's Certificate of Incorporation that would have an adverse effect on the rights of holders of Parent Common Stock (including, without limitation, the Parent Common Stock to be issued as part of the Merger Consideration); (c) acquire or agree to acquire acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of or equity inof, or by acquiring in any other manner, any business of or any Person corporation, partnership, association or other business organization or division thereof if such business competes in any line of business of the Company and the entering into of a definitive agreement relating tothereof, or the consummation of, such transaction could reasonably be expected to (i) impose any delay in the obtaining of, or materially increase the risk of not obtaining, any authorization, consent, order, declaration or approval of any Governmental Authority necessary to consummate the Merger or the expiration or termination of any applicable waiting period; (ii) increase the risk of any Governmental Authority entering an order prohibiting the consummation of the Merger; (iii) increase the risk of not being able to remove any such order on appeal or otherwise; or (iv) delay or prevent the consummation of the Merger; (b) enter otherwise acquire or agree to enter into acquire any definitive agreement (i) for the acquisition assets of any business other person, or Person or take or agree to take dispose of any other action thatassets, which, in either any case, would reasonably be expected to materially interfere with their ability to consummate the Merger; or (ii) that otherwise would be reasonably expected to delay or prevent the consummation of the Merger; or (c) take or agree to take any other action that would reasonably be expected to prevent or delay beyond the Termination Date the consummation of the MergerMerger or any other transaction contemplated by this Agreement; or (d) take any action that would reasonably be expected to cause the Merger to fail to qualify as a "reorganization" within the meaning of Section 368(a) of the Code.

Conduct of Business by Parent and Merger Sub. From Except (i) as -------------------------------------------- permitted by the date terms of this Agreement, (ii) as set forth in Section 5.3 ----------- of the Parent Schedule, or (iii) as otherwise approved by the Company in writing, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the (1) termination of this Agreement pursuant to Article VIII and (2) hereof or the ------------ Effective Time, unless the Company otherwise consents, Parent and Merger Sub will shall not, and will shall not cause permit any of their Affiliates (including respective subsidiaries to do any of the Guarantor) tofollowing: (a) declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock; (b) effect any amendment to Parent's Certificate of Incorporation that would have an adverse effect on the rights of holders of Parent Common Stock (including, without limitation, the Parent Common Stock to be issued as part of the Merger Consideration); (c) acquire or agree to acquire acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of or equity inof, or by acquiring in any other manner, any business of or any Person corporation, partnership, association or other business organization or division thereof if such business competes in any line of business of the Company and the entering into of a definitive agreement relating tothereof, or the consummation of, such transaction could reasonably be expected to (i) impose any delay in the obtaining of, or materially increase the risk of not obtaining, any authorization, consent, order, declaration or approval of any Governmental Authority necessary to consummate the Merger or the expiration or termination of any applicable waiting period; (ii) increase the risk of any Governmental Authority entering an order prohibiting the consummation of the Merger; (iii) increase the risk of not being able to remove any such order on appeal or otherwise; or (iv) delay or prevent the consummation of the Merger; (b) enter otherwise acquire or agree to enter into acquire any definitive agreement (i) for the acquisition assets of any business other person, or Person or take or agree to take dispose of any other action thatassets, which, in either any case, would reasonably be expected to materially interfere with their ability to consummate the Merger; or (ii) that otherwise would be reasonably expected to delay or prevent the consummation of the Merger; or (c) take or agree to take any other action that would reasonably be expected to prevent or delay beyond the Termination Date the consummation of the MergerMerger or any other transaction contemplated by this Agreement; or (d) take any action that would reasonably be expected to cause the Merger to fail to qualify as a "reorganization" within the meaning of Section 368(a) of the Code.

Conduct of Business by Parent and Merger Sub. From the date of this Agreement until the earlier to occur of the (1) termination of this Agreement pursuant to Article VIII IX and (2) Effective Acceptance Time, unless the Company otherwise consents, Parent and Merger Sub will not, and will not cause direct any of their Affiliates (including the GuarantorSponsor) to: (a) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by acquiring in any other manner, any business of any Person or other business organization or division thereof thereof, or otherwise acquire or agree to acquire any assets if such business competes in any line of business of the Company or its Subsidiaries and the entering into of a definitive agreement relating to, or the consummation of, such transaction acquisition, merger or consolidation could reasonably be expected to (i) impose any delay in the obtaining of, or materially increase the risk of not obtaining, any authorization, consent, order, declaration or approval of any Governmental Authority necessary to consummate the Offer or the Merger or the expiration or termination of any applicable waiting period; (ii) increase the risk of any Governmental Authority entering an order prohibiting the consummation of the Offer or the Merger; (iii) increase the risk of not being able to remove any such order on appeal or otherwise; or (iv) delay or prevent the consummation of the Offer or the Merger;; or (b) enter or agree to enter into any definitive agreement (i) for the acquisition of any business or Person or take or agree to take any other action that, in either case, would reasonably be expected to materially interfere with their ability to consummate make available to the Merger; or (ii) that otherwise would be reasonably expected Payment Agent immediately prior to delay or prevent the consummation Acceptance Time funds sufficient for the satisfaction of the Merger; or (c) take or agree to take any other action that would reasonably be expected to prevent or delay the consummation all of the MergerParent’s and Merger Sub’s obligations under this Agreement.

Conduct of Business by Parent and Merger Sub. From Except (i) as permitted by the date terms of this Agreement, (ii) as set forth in SECTION 5.3 of the Parent Schedule, or (iii) as otherwise approved by the Company in writing, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the (1) termination of this Agreement pursuant to Article ARTICLE VIII and (2) hereof or the Effective Time, unless the Company otherwise consents, Parent and Merger Sub will shall not, and will shall not cause permit any of their Affiliates (including respective subsidiaries to do any of the Guarantor) tofollowing: (a) declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock; (b) effect any amendment to Parent's Certificate of Incorporation that would have an adverse effect on the rights of holders of Parent Common Stock (including, without limitation, the Parent Common Stock to be issued as part of the Merger Consideration); (c) acquire or agree to acquire acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of or equity inof, or by acquiring in any other manner, any business of or any Person corporation, partnership, association or other business organization or division thereof if such business competes in any line of business of the Company and the entering into of a definitive agreement relating tothereof, or the consummation of, such transaction could reasonably be expected to (i) impose any delay in the obtaining of, or materially increase the risk of not obtaining, any authorization, consent, order, declaration or approval of any Governmental Authority necessary to consummate the Merger or the expiration or termination of any applicable waiting period; (ii) increase the risk of any Governmental Authority entering an order prohibiting the consummation of the Merger; (iii) increase the risk of not being able to remove any such order on appeal or otherwise; or (iv) delay or prevent the consummation of the Merger; (b) enter otherwise acquire or agree to enter into acquire any definitive agreement (i) for the acquisition assets of any business other person, or Person or take or agree to take dispose of any other action thatassets, which, in either any case, would reasonably be expected to materially interfere with their ability to consummate the Merger; or (ii) that otherwise would be reasonably expected to delay or prevent the consummation of the Merger; or (c) take or agree to take any other action that would reasonably be expected to prevent or delay beyond the Termination Date the consummation of the MergerMerger or any other transaction contemplated by this Agreement; or (d) take any action that would reasonably be expected to cause the Merger to fail to qualify as a "reorganization" within the meaning of Section 368(a) of the Code.