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

Conduct of Business by Parent Pending the Merger. Parent covenants and agrees that, between the date of this Agreement and the Effective Time, except as may be set forth in Section 6.2 of the Parent Disclosure Schedule, as contemplated by any other provision of this Agreement, or as may not have a Material Adverse Effect on the Parent or any of its Subsidiaries, and unless the Company shall otherwise agree in writing (which agreement shall not be unreasonably withheld), (i) the businesses of the Parent and Merger Sub shall be conducted only in, and the Parent shall not, and shall cause Merger Sub not to, take any action except in, the Ordinary Course of Business consistent with past practice, (ii) Parent shall timely file all Parent SEC Reports as may be required under the Exchange Act (including any extensions afforded by way of compliance with Rule 12b-25 thereunder, if applicable), (iii) Parent shall comply with all applicable Laws, (iv) Parent shall prepare and timely file all foreign, Federal, state and local Tax Returns as required by applicable Law, and make timely payment of all applicable Taxes when due, (v) Parent shall not amend any of the terms or provisions of the Parent Common Stock, (vi) Parent shall not take any action or omit to do any act within its reasonable control which action or omission is reasonably likely to result in any of the conditions to the Merger not being satisfied, except as may be required by applicable Law, and (vii) Parent shall take or omit to take any action that would result in the representations and warranties hereunder being rendered untrue in any material respect.

Conduct of Business by Parent Pending the Merger. Parent covenants and agrees that, between From the date of this Agreement and hereof until the Effective Time, except as may be Target otherwise agrees in writing, as set forth in Section 6.2 of the Parent Disclosure Schedule, or as otherwise contemplated by any other provision this Agreement, Parent shall conduct, and shall cause its Subsidiaries to conduct, its business in the ordinary course consistent with past practice and shall use, and shall cause its each of its Subsidiaries to use, all reasonable efforts to preserve intact its business organizations and relationships with third parties and to keep available the services of its key employees, subject to the terms of this Agreement, . Except as set forth in the Parent Disclosure Schedule or as may not have a Material Adverse Effect on the Parent or any of its Subsidiariesotherwise provided in this Agreement, and unless without limiting the Company shall otherwise agree in writing generality of the foregoing, from the date hereof until the Effective Time, without the prior written consent of Target (which agreement consent shall not be unreasonably withheld), ): (i) the businesses of the Parent and Merger Sub shall be conducted only in, and the Parent shall not, and shall cause Merger Sub not to, take any action except in, the Ordinary Course of Business consistent with past practice, (iia) Parent shall timely file all Parent SEC Reports as may be required under the Exchange Act (including will not adopt or propose any extensions afforded by way change to its certificate of compliance with Rule 12b-25 thereunder, if applicable), (iii) Parent shall comply with all applicable Laws, (iv) Parent shall prepare and timely file all foreign, Federal, state and local Tax Returns as required by applicable Law, and make timely payment of all applicable Taxes when due, (v) Parent shall not amend any of incorporation or bylaws that would alter the terms or provisions of the Parent Common Stock, Shares or create a new class or series of capital stock; (vib) Parent shall will not take declare, set aside or pay any dividend or other distribution with respect to any shares of capital stock of Parent; (c) Parent will not, and will not permit any of its Subsidiaries to (i) take, or agree or commit to take, any action that would make any representation or omit to do any act within its reasonable control which action or omission is reasonably likely to result warranty of Parent hereunder inaccurate in any respect at, or as of any time prior to, the conditions Effective Time or (ii) omit, or agree or commit to the Merger not being satisfiedomit, except as may be required by applicable Law, and (vii) Parent shall take or omit to take any action that would result in the representations and warranties hereunder necessary to prevent any such representation or warranty from being rendered untrue inaccurate in any material respectrespect at any such time; and (d) Parent will not agree or commit to do any of the foregoing.

Conduct of Business by Parent Pending the Merger. Parent covenants and agrees that, between the date of this Agreement and the Effective Time, except as may be set forth in Section 6.2 of the Parent Disclosure Schedule, as contemplated by any other provision of this Agreement, or as may not have a Material Adverse Effect on the Parent or any of its Subsidiaries, and unless the Company shall otherwise agree in writing (which agreement shall not be unreasonably withheld), (i) the businesses of the Parent and Merger Sub shall be conducted only in, and the Parent shall not, and shall cause Merger Sub not to, take any action except in, the Ordinary Course of Business consistent with past practice, (ii) Parent shall timely file all Parent SEC Reports as may be required under the Exchange Act (including any extensions afforded by way of compliance with Rule 12b-25 thereunder, if applicable), (iii) Parent shall comply with all applicable Laws, (iv) Parent shall prepare and timely file all foreign, Federal, state and local Tax Returns as required by applicable Law, and make timely payment of all applicable Taxes when due, (v) Parent shall not amend any of the terms or provisions of the Parent Common Stock, (vi) Parent shall not take any action or omit to do any act within its reasonable control which action or omission is reasonably likely to result in any of the conditions to the Merger not being satisfied, except as may be required by applicable Law, and (vii) Parent shall not take or omit to take any action that would result in the its representations and warranties hereunder being rendered untrue in any material respect.

Conduct of Business by Parent Pending the Merger. Parent covenants and agrees that, between After the date of this Agreement and prior to the Effective Time, except as may be set forth in Section 6.2 of the Parent Disclosure Schedule, as contemplated by any other provision of this Agreement, or as may not have a Material Adverse Effect on the Parent or any of its Subsidiaries, and unless the Company shall otherwise agree in writing (which agreement shall not be unreasonably withheld), or except as otherwise required by this Agreement: (i) the businesses of the Parent and Merger Sub shall be conducted only in, and the Parent shall notshall, and shall cause Merger Sub not its subsidiaries to, take any action except incarry on their respective businesses in the usual, regular and ordinary course in substantially the Ordinary Course of Business same manner as heretofore conducted and shall, and shall cause its subsidiaries to, use their reasonable efforts to preserve intact their present business organizations and preserve their relationships with customers, suppliers and others having business dealings with them to the end that their goodwill and ongoing businesses shall be unimpaired at the Effective Time; (ii) Parent shall, and shall cause its subsidiaries to, (A) maintain insurance coverages and their books, accounts and records in the usual manner consistent with past practice; (B) comply in all material respects with all laws, ordinances and regulations of Governmental Entities applicable to Parent and its subsidiaries; (iiC) Parent shall timely file maintain and keep their material properties and equipment in good repair, working order and condition, ordinary wear and tear expected; and (D) perform in all Parent SEC Reports as may be required material respects their obligations under the Exchange Act (including all material contracts and commitments to which any extensions afforded of them is a party or by way which any of compliance with Rule 12b-25 thereunder, if applicable), them is bound; (iii) Parent shall comply with all applicable Laws, (iv) Parent shall prepare not and timely file all foreign, Federal, state and local Tax Returns as required by applicable Law, and make timely payment of all applicable Taxes when due, (v) Parent shall not amend agree to combine or reclassify the Parent Common Stock or issue or authorize the issuance of any other securities in lieu of the terms or provisions in substitution for shares of Parent Common Stock, or declare, set aside, authorize or pay any dividend or other distribution in respect of the Parent Common StockStock payable in cash, (vi) Parent shall not take any action stock or omit to do any act within its reasonable control which action or omission is reasonably likely to result in any of the conditions to the Merger not being satisfiedproperty, except (in each case) for a stock split effected as may a stock dividend, as a result of which the Exchange Ratio would be required by applicable Law, and (vii) Parent shall take or omit appropriately adjusted pursuant to take any action that would result in the representations and warranties hereunder being rendered untrue in any material respect.Section 3.1(c);