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 to the Effective Date, except as set forth in Parent Disclosure Schedule 5.1 or unless the Company shall otherwise consent (not to be unreasonably withheld, conditioned or delayed) in writing or as may be otherwise required by applicable Law as otherwise expressly contemplated or permitted by other provisions of this Agreement, including but not limited to this Section , neither Parent nor Merger Sub shall, directly or indirectly, (a) amend the Parent Organization Documents or Merger Sub Organization Documents, as the case may be, except with respect to any actions necessary for a reverse stock split or change in the name of the Parent Common Stock, (b) split, combine or reclassify any outstanding shares of Parent Capital Stock, (c) declare, set aside, make or pay any dividend or distribution in cash, stock, property or otherwise with respect to the Parent Capital Stock, (d) default in its obligations under any material debt, contract or commitment which default results in the acceleration of obligations due thereunder, except for such defaults arising out of Parent’s entry into this Agreement for which consents, waivers or modifications are required to be obtained, (e) conduct its business other than in the ordinary course on an arms-length basis and in accordance in all material respects with all applicable laws, rules and regulations and Parent’s past custom and practice, (f) issue or sell any additional shares of, or options, warrants, conversions, privileges or rights of any kind to acquire any shares of, any of its capital stock, except in connection with (i) the exercise or conversion of Parent securities outstanding on the date of this Agreement or payment of stock dividends, or (ii) the issuance of awards under the Parent Stock Option Plans, (g) acquire (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, (h) make or change any material Tax elections, settle or compromise any material Tax liability or file any amended Parent Returns, (i) adopt any Compensatory Plan or hire or materially increase the existing compensation of any employee, consultant, director or other service provider, (j) take any action that is intended or would reasonably be expected to result in any of the conditions to the Merger set forth in Article VII not being satisfied or in a violation of any provision of this Agreement, except, in every case, as may be required by applicable Law, or (k) commit or agree to take any of the actions prohibited by this Section 5.1; provided, however, that no provision in this Section 5.1 shall apply to or restrict in any way the actions of Parent or any of its Subsidiaries with respect to or in any way related to the Subject Transactions or one or more debt financings in an aggregate principal amount up to $750,000 with GCP IV LLC or any Person designated by GCP IV LLC so long as such debt is converted into or exchanged for an equity interest in the RenalGuard Business.

Conduct of Business by Parent and Merger Sub. From the date of this Agreement to the Effective Date, except as set forth in Parent Disclosure Schedule 5.1 or unless the Company shall otherwise consent (not to be unreasonably withheld, conditioned or delayed) agree in writing or as may be otherwise required by applicable Law as otherwise expressly contemplated or permitted by other provisions of this Agreement, including but not limited to this Section 5.1, neither Parent nor Merger Sub shall, directly or indirectly, (a) amend the Parent Organization Documents its certificate of incorporation or Merger Sub Organization Documents, as the case may be, except with respect to any actions necessary for a reverse stock split or change in the name of the Parent Common Stockbylaws, (b) split, combine or reclassify any outstanding shares of Parent Capital Stockcapital stock of Parent, (c) declare, set aside, make or pay any dividend or distribution in cash, stock, property or otherwise with respect to the Parent Capital Stockcapital stock of Parent, (d) incur any indebtedness for borrowed money or default in its obligations under any material debt, contract or commitment which default results in the acceleration of obligations due thereunder, except for such defaults arising out of Parent’s entry into this Agreement for which consents, waivers or modifications are required to be obtained, (e) conduct its business other than in the ordinary course on an arms-length basis and in accordance in all material respects with all applicable laws, rules and regulations and Parent’s past custom and practice, (f) issue or sell any additional shares of, or options, warrants, conversions, privileges or rights of any kind to acquire any shares of, any of its capital stock, except in connection with (i) the exercise or conversion of Parent securities outstanding on the date of this Agreement or payment of stock dividends, or (ii) the issuance of awards under the Parent Stock Option Plans, (g) acquire (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, (h) make or change any material Tax elections, settle or compromise any material Tax liability or file any amended Parent Returns, Returns or (i) adopt any Compensatory Plan or hire or materially increase the existing compensation of any employee, consultant, director or other service provider, (j) take any action that is intended or would reasonably be expected to result in any of the conditions to the Merger set forth in Article VII not being satisfied or in a violation of any provision of this Agreement, except, in every case, as may be required by applicable Law, or (k) commit or agree to take any of the actions prohibited by this Section 5.1; provided, however, that no provision in this Section 5.1 shall apply to or restrict in any way the actions of Parent or any of its Subsidiaries with respect to or in any way related to the Subject Transactions or one or more debt financings in an aggregate principal amount up to $750,000 with GCP IV LLC or any Person designated by GCP IV LLC so long as such debt is converted into or exchanged for an equity interest in the RenalGuard Business.

Conduct of Business by Parent and Merger Sub. From During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to carry on its business in the ordinary course, except to the Effective Date, except as set forth in Parent Disclosure Schedule 5.1 or unless extent that the Company shall otherwise consent in writing or as contemplated by this Agreement (including as contemplated by the Equity Financing Agreements). Without limiting the generality of the foregoing, except as required or permitted by the terms of this Agreement or as required by Applicable Legal Requirements (including Pandemic Measures), without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed) in writing or as may be otherwise required by applicable Law as otherwise expressly contemplated or permitted by other provisions ), during the period from the date of this AgreementAgreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, including but Parent shall not, and shall cause its Subsidiaries not limited to this Section to, neither Parent nor Merger Sub shall, directly or indirectly, do any of the following: (a) amend the Parent Organization Documents declare, set aside or Merger Sub Organization Documentspay dividends on or make any other distributions (whether in cash, as the case may bestock, except with equity securities or property) in respect to of any actions necessary for a reverse capital stock split (or change in the name of the Parent Common Stock, (bwarrant) or split, combine or reclassify any outstanding shares capital stock (or warrant), effect a recapitalization or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock or warrant, or effect any like change in capitalization; (b) purchase, redeem or otherwise acquire, directly or indirectly, any equity securities of Parent Capital Stock, or any of its Subsidiaries; (c) declareother than in connection with the Equity Financing Agreements, set asidegrant, make or pay any dividend or distribution in cashissue, stockdeliver, property sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, or subscriptions, rights, warrants or options to the Parent Capital Stockacquire any shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, or enter into other agreements or commitments of any character obligating it to issue any such shares of capital stock or equity securities or convertible or exchangeable securities; (d) default in amend its obligations under Charter Documents or form or establish any material debt, contract or commitment which default results in the acceleration of obligations due thereunder, except for such defaults arising out of Parent’s entry into this Agreement for which consents, waivers or modifications are required to be obtained, Subsidiary; (e) conduct (i) merge, consolidate or combine with any Person; or (ii) acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, 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, or enter into any joint ventures, strategic partnerships or alliances; (f) incur any Indebtedness or guarantee any such Indebtedness of another Person or Persons, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Parent, as applicable, enter into any “keep well” or other agreement to maintain any financial statement condition or enter into any arrangement having the economic effect of any of the foregoing, in each case, except in the ordinary course of business; provided, however, that Parent shall be permitted to incur Indebtedness (which shall constitute Parent Transaction Costs) from its business Affiliates and stockholders in order to meet its reasonable capital requirements, with any such loans to be made only as reasonably required by the operation of Parent in due course on a non-interest basis and otherwise on arm’s-length terms and conditions and repayable at Closing; (g) except as required by GAAP (or any interpretation thereof) or Applicable Legal Requirements, make any change in accounting methods, principles or practices; (i) make or rescind any material Tax election (ii) settle or compromise any material Tax claim; (iii) change (or request to change) any method of accounting for Tax purposes; (iv) file any amendment to any material Tax Return; (v) waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material Taxes may be issued (other than any extension pursuant to an extension to file any Tax Return); (vi) knowingly surrender any claim for a refund of Taxes; or (vii) enter into any “closing agreement” as described in Section 7121 of the Code (or any similar Legal Requirement) with any Governmental Entity; (viii) create any material Liens on any material property or assets of Parent or Merger Sub; (ix) incur any liability for Taxes other than in the ordinary course on an arms-length basis and in accordance in all material respects with all applicable lawsof business; or (x) take any action or fail to take any action that would reasonably be expected to prevent, rules and regulations and Parent’s past custom and practice, (f) issue impair or sell any additional shares of, or options, warrants, conversions, privileges or rights of any kind to acquire any shares of, any of its capital stock, except in connection with impede the Intended Tax Treatment; (i) liquidate, dissolve, reorganize or otherwise wind up the exercise business or conversion operations of Parent securities outstanding on or Merger Sub; (j) commence, settle or compromise any Legal Proceeding; (k) engage in any material new line of business; (l) amend the date of this Trust Agreement or payment of stock dividendsany other agreement related to the Trust Account; (m) (i) adopt or amend any employee benefit plan, or enter into any employment contract or collective bargaining agreement other than the LTIP or the ESPP, or (ii) the issuance of awards under the hire any employee or any other individual to provide services to Parent Stock Option Plans, or its Subsidiaries; (gn) acquire (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, (h) make or change any material Tax elections, settle or compromise any material Tax liability or file any amended Parent Returns, (i) adopt enter into any Compensatory Plan Parent Material Contract or hire other Contract that will not be terminable for convenience on or materially increase before Closing without requiring the existing compensation payment of any employee, consultant, director amount or other service providerany post-Closing liability or obligation, (jii) take modify, amend or terminate any action that is intended or would reasonably be expected to result in any of the conditions to the Merger set forth in Article VII not being satisfied or in a violation of any provision of this Agreement, except, in every case, as may be required by applicable Law, Parent Material Contract or (kiii) waive, delay the exercise of, release or assign any material rights or claims under any Parent Material Contract; (o) make any expenditures utilizing funds in the Trust Account; or (p) agree in writing or otherwise agree, commit or agree resolve to take any of the actions prohibited by this Section 5.1; provided, however, that no provision described in this Section 5.1 shall apply to or restrict in any way the actions of Parent or any of its Subsidiaries with respect to or in any way related to the Subject Transactions or one or more debt financings in an aggregate principal amount up to $750,000 with GCP IV LLC or any Person designated by GCP IV LLC so long as such debt is converted into or exchanged for an equity interest in the RenalGuard BusinessSections 6.2(a) through (o) above.

Conduct of Business by Parent and Merger Sub. From During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to carry on its business in the ordinary course, except to the Effective Date, except as set forth in Parent Disclosure Schedule 5.1 or unless extent that the Company shall otherwise consent in writing or as contemplated by this Agreement (including as contemplated by the Equity Financing Agreements). Without limiting the generality of the foregoing, except as required or permitted by the terms of this Agreement or as required by Applicable Legal Requirements (including Pandemic Measures), without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed) in writing or as may be otherwise required by applicable Law as otherwise expressly contemplated or permitted by other provisions ), during the period from the date of this AgreementAgreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, including but Parent shall not, and shall cause its Subsidiaries not limited to this Section to, neither Parent nor Merger Sub shall, directly or indirectly, do any of the following: (a) amend the Parent Organization Documents declare, set aside or Merger Sub Organization Documentspay dividends on or make any other distributions (whether in cash, as the case may bestock, except with equity securities or property) in respect to of any actions necessary for a reverse capital stock split (or change in the name of the Parent Common Stock, (bwarrant) or split, combine or reclassify any outstanding shares capital stock (or warrant), effect a recapitalization or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock or warrant, or effect any like change in capitalization; (b) purchase, redeem or otherwise acquire, directly or indirectly, any equity securities of Parent Capital Stock, or any of its Subsidiaries; (c) declareother than in connection with the Equity Financing Agreements, set asidegrant, make or pay any dividend or distribution in cashissue, stockdeliver, property sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, or subscriptions, rights, warrants or options to the Parent Capital Stockacquire any shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, or enter into other agreements or commitments of any character obligating it to issue any such shares of capital stock or equity securities or convertible or exchangeable securities; (d) default in amend its obligations under Charter Documents or form or establish any material debt, contract or commitment which default results in the acceleration of obligations due thereunder, except for such defaults arising out of Parent’s entry into this Agreement for which consents, waivers or modifications are required to be obtained, Subsidiary; (e) conduct its (i) merge, consolidate or combine with any Person; or (ii) acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, 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, or enter into any joint ventures, strategic partnerships or alliances; (f) incur any Indebtedness or guarantee any such Indebtedness of another Person or Persons, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Parent, as applicable, enter into any “keep well” or other agreement to maintain any financial statement condition or enter into any arrangement having the economic effect of any of the foregoing, in each case, except in the ordinary course of business; (g) except as required by GAAP (or any interpretation thereof) or Applicable Legal Requirements, make any change in accounting methods, principles or practices; (h) (i) make or rescind any material Tax election (ii) settle or compromise any material Tax claim; (iii) change (or request to change) any method of accounting for Tax purposes; (iv) file any amendment to any material Tax Return; (v) waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material Taxes may be issued (other than any extension pursuant to an extension to file any Tax Return); (vi) knowingly surrender any claim for a refund of Taxes; or (vii) enter into any “closing agreement” as described in Section 7121 of the Code (or any similar Legal Requirement) with any Governmental Entity; (viii) create any material Liens on any material property or assets of Parent or Merger Sub; (ix) incur any liability for Taxes other than in the ordinary course on an arms-length basis and in accordance in all material respects with all applicable lawsof business; or (x) take any action or fail to take any action that would reasonably be expected to prevent, rules and regulations and Parent’s past custom and practice, (f) issue impair or sell any additional shares of, or options, warrants, conversions, privileges or rights of any kind to acquire any shares of, any of its capital stock, except in connection with impede the Intended Tax Treatment; (i) liquidate, dissolve, reorganize or otherwise wind up the exercise business or conversion operations of Parent securities outstanding on or Merger Sub; (j) commence, settle or compromise any Legal Proceeding; (k) engage in any material new line of business; (l) amend the date of this Trust Agreement or payment of stock dividendsany other agreement related to the Trust Account; (m) (i) adopt or amend any employee benefit plan, or enter into any employment contract or collective bargaining agreement other than the LTIP or the ESPP, or (ii) the issuance of awards under the hire any employee or any other individual to provide services to Parent Stock Option Plans, or its Subsidiaries; (gn) acquire (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, (h) make or change any material Tax elections, settle or compromise any material Tax liability or file any amended Parent Returns, (i) adopt enter into any Compensatory Plan Parent Material Contract or hire other Contract that will not be terminable for convenience on or materially increase before Closing without requiring the existing compensation payment of any employee, consultant, director amount or other service providerany post-Closing liability or obligation, (jii) take modify, amend or terminate any action that is intended or would reasonably be expected to result in any of the conditions to the Merger set forth in Article VII not being satisfied or in a violation of any provision of this Agreement, except, in every case, as may be required by applicable Law, Parent Material Contract or (kiii) waive, delay the exercise of, release or assign any material rights or claims under any Parent Material Contract; (o) make any expenditures utilizing funds in the Trust Account; or (p) agree in writing or otherwise agree, commit or agree resolve to take any of the actions prohibited by this Section 5.1; provided, however, that no provision described in this Section 5.1 shall apply to or restrict in any way the actions of Parent or any of its Subsidiaries with respect to or in any way related to the Subject Transactions or one or more debt financings in an aggregate principal amount up to $750,000 with GCP IV LLC or any Person designated by GCP IV LLC so long as such debt is converted into or exchanged for an equity interest in the RenalGuard BusinessSections 6.2(a) through (o) above.

Conduct of Business by Parent and Merger Sub. From the date of this Agreement to the Effective Date, except as set forth in Parent Disclosure Schedule 5.1 or unless the Company shall otherwise consent (not to be unreasonably withheld, conditioned or delayed) agree in writing or as may be otherwise required by applicable Law as otherwise expressly contemplated or permitted by other provisions of this Agreement, including but not limited to this Section 6.10, neither Parent nor Merger Sub shall, directly or indirectly, (a) amend the Parent Organization Documents its certificate of incorporation or Merger Sub Organization Documents, as the case may be, except with respect to any actions necessary for a reverse stock split or change in the name of the Parent Common Stockbylaws, (b) split, combine or reclassify any outstanding shares of Parent Capital Stockcapital stock of Parent, (c) declare, set aside, make or pay any dividend or distribution in cash, stock, property or otherwise with respect to the Parent Capital Stockcapital stock of Parent, (d) default in its obligations under any material debt, contract or commitment which default results in the acceleration of obligations due thereunder, except for such defaults arising out of Parent’s entry into this Agreement for which consents, waivers or modifications are required to be obtained, (e) conduct its business other than in the ordinary course on an arms-length basis and in accordance in all material respects with all applicable laws, rules and regulations and Parent’s past custom and practice, (f) issue or sell any additional shares of, or options, warrants, conversions, privileges or rights of any kind to acquire any shares of, any of its capital stock, except in connection with (i) the exercise or conversion of Parent securities outstanding on the date of this Agreement or payment of stock dividends, or (ii) the issuance of awards under the Parent Stock Option Plans, (g) acquire (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, (h) make or change any material Tax elections, settle or compromise any material Tax liability or file any amended Parent Returns, Returns or (i) adopt any Compensatory Plan or hire or materially increase the existing compensation of any employee, consultant, director or other service provider, (j) take any action that is intended or would reasonably be expected to result in any of the conditions to the Merger set forth in Article VII not being satisfied or in a violation of any provision of this Agreement, except, in every case, as may be required by applicable Law, or (k) commit or agree to take any of the actions prohibited by this Section 5.1; provided, however, that no provision in this Section 5.1 shall apply to or restrict in any way the actions of Parent or any of its Subsidiaries with respect to or in any way related to the Subject Transactions or one or more debt financings in an aggregate principal amount up to $750,000 with GCP IV LLC or any Person designated by GCP IV LLC so long as such debt is converted into or exchanged for an equity interest in the RenalGuard Business.