Common use of Conduct of Business by Parent Pending the Closing Clause in Contracts

Conduct of Business by Parent Pending the Closing. (a) Parent agrees that between the date hereof and the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, except (1) as set forth in Section 6.2 of the Parent Disclosure Letter, (2) as specifically required by this Agreement, (3) as required by applicable Law or (4) as consented to in writing by the Company (which consent shall not be unreasonably withheld, conditioned or delayed), Parent shall not: (i) amend, modify, waive, rescind or otherwise change the Parent Governing Documents in a manner that would adversely affect in any material respect the Company or the Company Stockholders in a manner disproportionate to Parent and its stockholders or in a manner that would reasonably be expected to materially delay or prevent the consummation of the Merger; (ii) adopt or enter into a plan of, or any Contract in respect of, complete or partial liquidation, dissolution, amalgamation, consolidation, merger, reorganization or recapitalization of Parent, other than with respect to the Merger or any transaction that does not adversely affect the ability of any of Parent or Merger Sub to consummate the Merger; (iii) authorize, declare, set aside, make or pay any special cash dividends on its outstanding shares of Parent Common Stock; (iv) split, combine, subdivide or reclassify any of its capital stock; or (v) agree or authorize, in writing or otherwise, to take any of the foregoing actions.

Conduct of Business by Parent Pending the Closing. (a) Parent agrees that between the date hereof and the earlier of the Closing Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, except (1v) as set forth in Section 6.2 of the Parent Disclosure Letter, (2w) as specifically required by this Agreement, (3x) as required by applicable Law Law, or (4y) as consented to in writing by the Company (which consent shall not be unreasonably withheld, conditioned or delayed), Parent shall not: (ia) amend, modify, waive, rescind adopt any amendment or otherwise change (whether by merger, consolidation or otherwise) the Parent Governing Documents in a manner that would adversely affect in any material respect the Company or the Company Stockholders its stockholders in a manner disproportionate to Parent and its stockholders or in a manner that would reasonably be expected adversely affect the ability of any of Parent or Parent Merger Subs to materially delay or prevent consummate the consummation of the MergerTransactions; (iib) adopt or enter into a plan of, or any Contract in respect of, complete or partial liquidation, dissolution, amalgamation, consolidation, merger, reorganization consolidation or recapitalization of Parent, other than with respect to the Merger Transactions or any transaction that does not adversely affect the ability of any of Parent or the Parent Merger Sub Subs to consummate the MergerTransactions; (iiic) authorize, declare, set aside, make or pay any special cash dividends on its outstanding shares of Parent Common StockStock (it being understood, for the avoidance of doubt, that regular, quarterly cash dividends (including any increases to current dividend rates approved by the Parent board of directors in good faith) shall not be restricted); (ivd) split, combine, subdivide or reclassify any of its capital stock; or (ve) agree or authorize, in writing or otherwise, to take any of the foregoing actions.

Conduct of Business by Parent Pending the Closing. (a) Parent agrees that between the date hereof of this Agreement and the earlier of the Effective Time or and the date, if any, on which termination of this Agreement is validly terminated pursuant to Section 9.1in accordance with Article 7, except (1) as set forth in Section 6.2 5.2 of the Parent Disclosure LetterSchedule, (2) as specifically required permitted by any other provision of this Agreement, (3) Agreement or as required by applicable Law Law, Parent shall not, directly or (4) as consented to in writing by indirectly, do any of the following without the prior written consent of the Company (which consent shall will not be unreasonably withheld, conditioned delayed or delayed), Parent shall not:conditioned): (ia) amend, modify, waive, rescind or otherwise change amend the Parent Governing Documents in a manner that would adversely affect in any material respect the Company or the Company Stockholders in a manner disproportionate to Parent and its stockholders or in a manner that would reasonably be expected to materially delay delay, impede or prevent the consummation of the Mergertransactions contemplated by this Agreement or amends the terms of the Parent Shares in any manner that would reasonably be expected to be adverse in any material respect to Company Stockholders; (iib) adopt or enter into a plan of, or any Contract in respect of, complete or partial liquidation, dissolution, amalgamation, consolidation, merger, reorganization or recapitalization of Parent, other than with respect to the Merger or any transaction that does not adversely affect the ability of any of Parent or Merger Sub to consummate the Merger; (iii) authorize, declare, set aside, make or pay any special cash dividends on its outstanding shares of Parent Common Stock; dividend or other distribution (ivwhether payable in cash, stock, property or a combination thereof) split, combine, subdivide or reclassify with respect to any of its capital stock, other than regular quarterly dividends in an amount not to exceed $0.025 per share; (c) reclassify, combine, split, subdivide or amend the terms of, directly or indirectly, any of its capital stock or other Equity Interests, or authorize or propose the issuance of any other securities in lieu of or in substitution for shares of its capital stock or other Equity Interests; (d) merge or consolidate Parent with any Person or adopt a plan of complete or partial liquidation or resolutions providing for a complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of Parent; or (ve) agree or authorizeagree, in writing or otherwise, to take any of the foregoing actions.