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

Conduct of Business by Parent Pending the Closing. Parent agrees that, during the Interim Period, except as set forth in Section 6.2 of the Parent Disclosure Letter or described in this Agreement, unless Target shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed), Parent will conduct its business only in the ordinary and usual course consistent with past practice, and will use commercially reasonable efforts to keep available the services of its respective current key officers and preserve its respective current relationships with their advisors, suppliers and other Persons with whom they have business relationships. Without limiting the foregoing, and as an extension thereof, except as set forth in Section 6.2 of the Parent Disclosure Letter or described in this Agreement, during the Interim Period, Parent shall not do, or agree to do, nor shall Parent permit any of its Subsidiaries to do, or agree to do, directly or indirectly, any of the following without the prior written consent of Target (which consent shall not be unreasonably withheld or delayed): (i) make or enter into any material agreements or commitments; (ii) incur or assume any material Liabilities, other than in connection with the transactions contemplated hereby; (iii) declare or pay any dividends on or make other distributions (whether in cash, stock or property) in respect of any of its capital stock; (iv) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; (v) repurchase, redeem or otherwise acquire any shares of its capital stock; (vi) issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, any shares of its capital stock or any securities convertible into any such shares of its capital stock, or any rights, warrants or options to acquire any such shares or convertible securities or any stock appreciation rights, phantom stock plans or stock equivalents, (vii) award or grant, or authorize or propose the award or grant of any options, warrants or other rights of any kind to acquire any stock or other securities of Parent or any of its Subsidiaries or such convertible or exchangeable securities, or any other ownership interest (including, without limitation, any such interest represented by contract right), of Parent or any of its Subsidiaries, other than the issuance or grant of options to employees of the Surviving Corporation; (viii) modify or adjust any outstanding options, warrants or other rights of any kind to acquire any stock or other securities of Parent or any of its Subsidiaries to acquire shares of Company Common Stock; (ix) take any action that would, or could reasonably be expected to, result in any of the conditions set forth in Article VII not being satisfied; (x) authorize or enter into any agreement or otherwise make any commitment to do any of the foregoing; or (xi) solicit, enter into discussions, or enter into any agreements or arrangements, whether written or oral, with any Person regarding (A) the acquisition (through any means) of Parent (or any of it is assets or properties) by any Person, or (B) the investment in or acquisition of (through any means) Parent, or any Affiliate of Parent, of any Person.

Conduct of Business by Parent Pending the Closing. Parent covenants and agrees that, during between the Interim Perioddate of this Agreement and the Effective Time, except as set forth in Section 6.2 5.2 of the Parent Disclosure Letter Schedules or described as expressly contemplated by any other provision of this Agreement or as required by applicable Law (provided, that if Parent or any member of the Parent Group is required by applicable Law to take an action in conflict with this AgreementSection 5.2, Parent will, to the extent permitted by Law, provide the Company with written notice in advance of taking such action), unless Target shall otherwise the Company provides prior written consent in writing (which consent shall will not be unreasonably withheld withheld, delayed or delayedconditioned), Parent will conduct and cause each member of the Parent Group to conduct its business only operations in the ordinary course of business and usual course consistent with past practice, and will use commercially reasonable efforts to (i) preserve substantially intact its business organization, (ii) keep available the services of its respective current key executive officers and preserve key employees on commercially reasonable terms, (iii) maintain in effect all Parent Permits, (iv) remain in compliance in all material respects with the Parent Treasury Restrictions and (v) maintain satisfactory relationships of the Parent Group with any persons with which the Parent Group has material business relations and with Governmental Entities that have jurisdiction over its respective current relationships with their advisors, suppliers business and other Persons with whom they have business relationshipsoperations. Without limiting the foregoing, and as an extension thereof, except as set forth in Section 6.2 5.2 of the Parent Disclosure Letter Schedule or described as expressly contemplated by any other provision of this Agreement or as required by applicable Law (provided, that if Parent or any other member of the Parent Group is required by applicable Law to take an action in conflict with this Agreement, during the Interim PeriodSection 5.2, Parent shall not will, to the extent permitted by Law, provide the Company with written notice in advance of taking such action), Parent will not, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, nor shall Parent or permit any other member of its Subsidiaries the Parent Group to do, or agree to do, directly or indirectly, any of the following without the prior written consent of Target the Company (which consent shall will not be unreasonably withheld withheld, delayed or delayed): (i) make or enter into any material agreements or commitments; (ii) incur or assume any material Liabilitiesconditioned, other than in connection except with the transactions contemplated hereby; (iii) declare or pay any dividends on or make other distributions (whether in cash, stock or property) in respect of any of its capital stock; (iv) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; (v) repurchase, redeem or otherwise acquire any shares of its capital stock; (vi) issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, any shares of its capital stock or any securities convertible into any such shares of its capital stock, or any rights, warrants or options to acquire any such shares or convertible securities or any stock appreciation rights, phantom stock plans or stock equivalentsSection 5.2(a), (vii) award or grant, or authorize or propose the award or grant of any options, warrants or other rights of any kind to acquire any stock or other securities of Parent or any of its Subsidiaries or such convertible or exchangeable securities, or any other ownership interest (including, without limitation, any such interest represented by contract rightb), of Parent (d), (e) and (h), which may be granted or any of its Subsidiaries, other than withheld in the issuance or grant of options to employees of the Surviving Corporation; (viii) modify or adjust any outstanding options, warrants or other rights of any kind to acquire any stock or other securities of Parent or any of its Subsidiaries to acquire shares of Company Common Stock; (ix) take any action that would, or could reasonably be expected to, result in any of the conditions set forth in Article VII not being satisfied; (x) authorize or enter into any agreement or otherwise make any commitment to do any of the foregoing; or (xi) solicit, enter into discussions, or enter into any agreements or arrangements, whether written or oral, with any Person regarding (A) the acquisition (through any means) of Parent (or any of it is assets or properties) by any Person, or (B) the investment in or acquisition of (through any means) Parent, or any Affiliate of Parent, of any Person.Company’s sole discretion):