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

Conduct of Business by Parent Pending the Mergers. During the period from the date of this Agreement until the Closing or earlier termination of this Agreement, except as otherwise expressly contemplated or permitted by this Agreement, as set forth in Section 6.02 of the Parent Disclosure Letter, as required by applicable Law or Order, or with the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned), (x) Parent shall and shall cause each of its Subsidiaries to conduct their respective businesses and operations in the ordinary course of business in all material respects consistent with past practices, (y) to the extent consistent with clause (x) above, Parent shall use its reasonable best efforts to preserve intact its business organization and, its assets, keep available the services of its current officers, employees and consultants and preserve its goodwill and its relationships with customers, reinsurers, agents, service providers and others having business dealings with it, and (z) Parent shall not and shall cause each of its Subsidiaries not to (it being understood that no act or omission by Parent or any of its Subsidiaries with respect to the matters specifically addressed by any provision of this clause (z) shall be deemed to be a breach of clause (x) or (y)): (a) declare, set aside, make or pay any dividends or other distributions (whether in cash, stock or property) in respect of any of its or its Subsidiaries’ capital stock, other than (i) any dividends or distributions by a Subsidiary of Parent to Parent or to any other Subsidiary of Parent or (ii) quarterly cash dividends paid by Parent on the shares of Parent Common Stock not in excess of $0.39 per share, per quarter, with record and payment dates generally consistent with the timing of record and payment dates generally consistent with the most recent comparable prior year fiscal quarter prior to the date of this Agreement; (b) adjust, split, combine, subdivide or reclassify any of its capital stock or that of its Subsidiaries 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 or that of its Subsidiaries; (c) repurchase, redeem or otherwise acquire or offer to repurchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock or any Parent Stock Rights (other than (i) for any tax net settlements upon the vesting or exercise of Parent Stock Options or Parent Restricted Stock Rights, (ii) any share repurchase made pursuant to Parent’s current share repurchase program, or (iii) in the ordinary course of business); (d) issue, deliver, offer, grant or sell any shares of its capital stock, Parent Stock Rights or Parent Subsidiary Stock Rights, other than (i) the issuance of shares of Parent Common Stock upon the vesting or exercise of Parent Stock Options or Parent Restricted Stock Rights outstanding as of the date hereof in accordance with the terms thereof, (ii) the grant, issuance or delivery of equity-based awards pursuant to the Company Equity Plan in the ordinary course of business, or (iii) the issuance of shares of Parent Common Stock upon the exercise of the purchase rights under the Parent ESPP in accordance with the terms thereof; (e) amend the certificate of incorporation and bylaws of Parent or equivalent organizational documents of Parent’s Subsidiaries, in each case in a manner that would disproportionally affect the Company’s stockholders in their capacity as Parent’s stockholders as compared to Parent’s other stockholders; (f) authorize, recommend, propose or announce an intention to adopt a complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization with respect to Parent; (g) make any material change (i) in any accounting methods, principles or practices (including such methods, principles or practices relating to the estimation of Reserves) or (ii) to any of the actuarial, underwriting, claims administration or reinsurance policies, practices or principles of any Parent Insurance Entity, in each case, except as required by GAAP or SAP; or (h) agree to take any of the actions described in this Section 6.02.

Conduct of Business by Parent Pending the Mergers. During the period from Parent covenants and agrees that, between the date of this Agreement until and the Closing or earlier termination of the Effective Time and the date, if any, on which this AgreementAgreement is terminated pursuant to Section 8.1, except (a) as otherwise expressly contemplated or permitted by this Agreement, as set forth in Section 6.02 of the Parent Disclosure Letter, as may be required by applicable Law or OrderLaw, or with the prior written consent of (b) as may be agreed in writing by the Company (which consent shall not be unreasonably withheld, delayed or conditioned), (c) as may be expressly contemplated or permitted pursuant to this Agreement or (d) as set forth in Section 6.2 of the Parent Disclosure Letter: (x) Parent shall shall, and shall cause each of its Subsidiaries to, use reasonable best efforts to conduct their respective businesses the business of Parent and operations its Subsidiaries, as applicable, in the ordinary course of business and in a manner consistent with past practice in all material respects consistent (provided that (1) no action by Parent or its Subsidiaries with past practices, (y) respect to the extent consistent with matters specifically addressed by any other provisions of this Section 6.2 will be deemed a breach of this clause (x) above), Parent shall use its reasonable best efforts to preserve intact its business organization and, its assets, keep available the services unless such action would constitute a breach of its current officers, employees and consultants and preserve its goodwill and its relationships with customers, reinsurers, agents, service providers and others having business dealings with itone or more of such other provisions, and (z2) Parent shall not and shall cause each of its Subsidiaries not to (it being understood that no act or omission the failure by Parent or any of its Subsidiaries with respect to the matters specifically addressed take any action expressly prohibited by any provision of this clause clauses (za) shall through (j) below will not be deemed to be a breach of this clause (x), and (3) or acquisitions and dispositions of investments in Portfolio Companies in accordance with Parent’s investment objectives, policies, and restrictions will not be deemed to be a breach of this clause (x)); and (y)):) Parent shall not, and shall not permit any of its Subsidiaries to: (a) declareamend or otherwise change, set asidein any material respect, make the organizational documents of Parent (or pay such equivalent organizational or governing documents of any dividends of its Subsidiaries); (b) except for transactions solely among Parent and its wholly owned Subsidiaries, split, combine, reclassify, redeem, repurchase or otherwise acquire or amend the terms of any capital stock or other distributions equity interests or rights; (whether c) except for transactions among Parent and its wholly owned Subsidiaries or in cashconnection with the Parent DRIP, stock issue, sell, pledge, dispose, encumber or propertygrant any (i) in respect of any shares of its or its Subsidiaries’ capital stock, (ii) options, warrants, convertible securities or other rights of any kind to acquire any shares of its or its Subsidiaries’ capital stock or (iii) appreciation rights, phantom equity or similar rights with respect to, or valued in whole or in part in reference to, Parent or any of its Subsidiaries; (d) declare, authorize, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to Parent’s or any of its Subsidiaries’ capital stock or other equity interests, other than (i) dividends and distributions paid by any dividends or distributions by a Subsidiary of Parent to Parent or to any other Subsidiary of Parent or its Subsidiaries, (ii) regular quarterly cash dividends paid distributions payable by Parent on a quarterly basis consistent with past practices and Parent’s investment objectives and policies as publicly disclosed or (iii) the shares of Parent Common Stock not in excess of $0.39 per share, per quarter, with record authorization and payment dates generally consistent of any dividend or distribution necessary for Parent to maintain its qualification as a RIC, as reasonably determined by Parent; (e) acquire (including by merger, consolidation or acquisition of stock or assets), except in respect of any merger, consolidation, business combination among Parent and its Subsidiaries, any corporation, partnership, limited liability company, other business organization or any division or material amount of assets thereof, except with the timing respect to acquisitions of record portfolio investments in accordance with Parent’s investment objectives, policies and payment dates generally consistent restrictions; (f) incur any Indebtedness for borrowed money or guarantee any such Indebtedness for any Person (other than a Subsidiary) except for (i) Indebtedness or guarantees with the most recent comparable prior year fiscal quarter prior respect to Parent’s credit arrangements in effect as of the date of this Agreement; (b) adjust, split, combine, subdivide or reclassify any of its capital stock or that of its Subsidiaries 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 or that of its Subsidiaries; (c) repurchase, redeem or otherwise acquire or offer to repurchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock or any Parent Stock Rights (other than (i) for any tax net settlements upon the vesting or exercise of Parent Stock Options or Parent Restricted Stock Rights, (ii) any share repurchase made pursuant to Parent’s current share repurchase program, or (iii) in the ordinary course of business); (d) issue, deliver, offer, grant or sell any shares of its capital stock, Parent Stock Rights or Parent Subsidiary Stock Rights, other than (i) the issuance of shares of Parent Common Stock upon the vesting or exercise of Parent Stock Options or Parent Restricted Stock Rights outstanding as of the date hereof in accordance with the terms thereof, (ii) the grant, issuance or delivery of equity-based awards pursuant to the Company Equity Plan Agreement in the ordinary course of business, (ii) Indebtedness owed to Parent or its wholly owned Subsidiaries, (iii) Indebtedness in the issuance form of shares letters of Parent Common Stock upon credit not to exceed $500,000 individually or $1,000,000 in the exercise aggregate or (iv) as otherwise set forth in Section 6.2(f)(iv) of the purchase rights under the Parent ESPP in accordance with the terms thereofDisclosure Letter) so long as such Indebtedness does not provide for any penalty upon prepayment; (eg) amend make any loans, advances or capital contributions to, or investments in, any other Person (other than (i) to Portfolio Companies in the certificate ordinary course of incorporation and bylaws of business, (ii) to or in Parent or equivalent organizational documents any direct or indirect wholly owned Subsidiary of Parent, (iii) pursuant to previously disclosed commitments existing as of the date of this Agreement that are identified on Section 6.2(f)(ii) of the Parent Disclosure Letter or are otherwise set forth on Section 6.2(f)(ii) of the Parent Disclosure Letter and (iv) with respect to Indebtedness incurred by Parent or its wholly owned Subsidiaries); (h) make any material change to its methods of accounting, except (i) as required by GAAP (or any interpretation thereof), Regulation S-X of the Exchange Act or a Governmental Authority or quasi-Governmental Authority (including the Financial Accounting Standards Board or any similar organization), (ii) to permit the audit of Parent’s Subsidiariesfinancial statements in compliance with GAAP, (iii) as required by a change in each case Applicable Law or (iv) as disclosed in a manner that would disproportionally affect the Parent SEC Documents; (i) (i) make or change any material Tax election other than in the ordinary course of business, (ii) change any material method of Tax accounting other than in the ordinary course of business, (iii) settle or compromise any material Tax liability or refund, or (iv) file or amend any material Tax Return other than in the ordinary course of business consistent with past practice and the Company’s stockholders in their capacity as Parent’s stockholders as compared to Parent’s other stockholdersinvestment objectives and policies; (fj) authorize, recommend, propose or announce an intention to change Parent’s investment objective as described in the Parent SEC Documents; (k) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries; (l) other than with respect to Parent; (g) make the Parent Investment Advisory Agreement Amendment, amend, terminate, modify or waive any material change (i) in any accounting methods, principles or practices (including such methods, principles or practices relating to rights under the estimation of Reserves) or (ii) to any of the actuarial, underwriting, claims administration or reinsurance policies, practices or principles of any Parent Insurance Entity, in each case, except as required by GAAP or SAPInvestment Advisory Agreement; or (hm) agree enter into any agreement to take do any of the actions described in this Section 6.02foregoing.

Conduct of Business by Parent Pending the Mergers. During the period from Parent covenants and agrees that, between the date of this Agreement until and the Closing or earlier termination of the Company Merger Effective Time and the date, if any, on which this AgreementAgreement is terminated pursuant to Section 7.1, except (a) as otherwise expressly contemplated or permitted by this Agreement, as set forth in Section 6.02 of the Parent Disclosure Letter, as may be required by applicable Law or OrderLaw, or with the prior written consent of (b) as may be agreed in writing by the Company (which consent shall not be unreasonably withheld, delayed or conditioned), (c) as may be expressly contemplated or permitted pursuant to this Agreement, (d) as is required (as reasonably determined by the Parent Board and taking into account the provisions of Section 852(b)(7) of the Code) to (i) preserve the status of Parent as a regulated investment company as defined in Section 851 of the Code for U.S. federal income Tax purposes or (ii) avoid the payment of income or excise Tax or interest under Sections 851, 852 and 4982 of the Code, or (e) as set forth in Section 5.2 of the Parent Disclosure Letter, (x) Parent shall shall, and shall cause each of its Subsidiaries to to, conduct their respective businesses the business of Parent and operations its Subsidiaries in the ordinary course of business and in all material respects a manner consistent with past practices, (y) to the extent consistent with clause (x) above, Parent shall practice and use its reasonable best efforts to preserve intact maintain generally its advantageous business organization andrelationships (provided, its assets, keep available that the services of its current officers, employees and consultants and preserve its goodwill and its relationships with customers, reinsurers, agents, service providers and others having business dealings with it, and (z) Parent shall not and shall cause each of its Subsidiaries not to (it being understood that no act or omission failure by Parent or any of its Subsidiaries with respect to the matters specifically addressed take actions expressly prohibited by any provision subsections 5.2(a) through 5.2(o) below will not be deemed a breach of this clause (zx)); and (y) Parent shall not, and shall not permit any of its Subsidiaries to (provided, that notwithstanding anything in this Agreement to the contrary, none of Parent, its Subsidiaries or IHAM shall be deemed restricted or encumbered from taking any action, or be required or permitted to be a breach take any action, if such restriction, encumbrance, requirement or permission would contravene any provision of clause (x) Parent’s, its Subsidiaries’ or (y)IHAM’s existing credit facilities or any related loan documents): (a) declareamend or otherwise change the organizational documents of Parent (or such equivalent organizational or governing documents of any of its Subsidiaries); (b) except for (i) transactions solely among Parent and its wholly owned Subsidiaries, set aside(ii) transactions solely among Parent’s wholly owned Subsidiaries or (iii) transactions under Parent’s existing stock repurchase plan, make split, combine, reclassify, redeem, repurchase or pay otherwise acquire or amend the terms of any dividends capital stock or other distributions equity interests or rights; (whether in cash, stock c) except for (i) transactions among Parent and its wholly owned Subsidiaries or propertyamong Parent’s wholly owned Subsidiaries or (ii) in an aggregate amount of shares of Parent Common Stock not to exceed $450,000,000, issue, sell, pledge, dispose, encumber or grant, or authorize the same with respect of to, any shares of its or its Subsidiaries’ capital stock; (d) except with respect to (i) quarterly dividends by Parent equal to the greater of (A) the amount equal to the net operating income earned during the applicable quarter and (B) an amount consistent with its prior quarter dividend level, or (ii) distributions by Parent that are required (as reasonably determined by the Parent Board and taking into account the provisions of Section 852(b)(7) of the Code) (A) for Parent to maintain its status as a regulated investment company as defined in Section 851 of the Code for U.S. federal income Tax purposes or (B) to avoid the payment of income or excise Tax or interest under Sections 851, 852 and 4982 of the Code, declare, authorize, make or pay any dividend or other distribution in excess of $0.38 per share of Parent Common Stock, payable in cash, stock, property or otherwise, with respect to Parent’s or any of its Subsidiaries’ capital stock or other equity interests, other than (i) dividends paid by any dividends or distributions by a Subsidiary of Parent to Parent or to any other Subsidiary of Parent Parent; (e) (i) dispose (including by merger, consolidation or acquisition of stock or assets) or lease or license, or otherwise sell, transfer, encumber or discontinue IHAM or (ii) quarterly cash dividends paid if any disposal, sale, transfer or encumbrance would reasonably be expected to cause the Parent Exemptive Order to be rescinded or amended or otherwise affected, dispose (including by Parent on merger, consolidation or acquisition of stock or assets) or lease or license, or otherwise sell, transfer, encumber or discontinue any division or all or any portion of the shares assets, business or properties of Parent Common Stock not in excess IHAM, or agree to do any of $0.39 per share, per quarter, with record and payment dates generally consistent with the timing of record and payment dates generally consistent with the most recent comparable prior year fiscal quarter prior to the date of this Agreementforegoing; (bf) adjustenter into a new line of business outside of Parent’s investment objective as described in the Parent SEC Documents (provided, split, combine, subdivide or reclassify that this prohibition does not apply in any of its capital stock or that of its Subsidiaries or issue or authorize or propose the issuance of way to any other securities in respect of, in lieu of or in substitution for, shares of its capital stock or that of its SubsidiariesPortfolio Company); (cg) repurchasemake any material change to its methods of accounting, redeem or otherwise acquire or offer to repurchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock or any Parent Stock Rights (other than except (i) for as required by GAAP (or any tax net settlements upon interpretation thereof), Regulation S-X of the vesting Exchange Act or exercise of Parent Stock Options a Governmental Authority or Parent Restricted Stock Rightsquasi-Governmental Authority (including the Financial Accounting Standards Board or any similar organization), (ii) any share repurchase made pursuant to permit the audit of Parent’s current share repurchase program, financial statements in compliance with GAAP or (iii) as required by a change in Applicable Law; (h) make or agree to make any capital expenditure exceeding $5,000,000 in the aggregate; (i) make or change any material Tax election other than in the ordinary course of business (it being understood and agreed, for the avoidance of doubt, that nothing in this Agreement shall preclude Parent from designating dividends paid by it as “capital gain dividends” within the meaning of Section 852 of the Code) or change any material method of Tax accounting other than in the ordinary course of business); (dj) issue, deliver, offer, grant or sell any shares of its capital stock, Parent Stock Rights or Parent Subsidiary Stock Rights, other than (i) the issuance of shares of Parent Common Stock upon the vesting or exercise of Parent Stock Options or Parent Restricted Stock Rights outstanding as of the date hereof in accordance with the terms thereof, (ii) the grant, issuance or delivery of equity-based awards pursuant to the Company Equity Plan in the ordinary course of business, or (iii) the issuance of shares of Parent Common Stock upon the exercise of the purchase rights under the Parent ESPP in accordance with the terms thereof; (e) amend the certificate of incorporation and bylaws of Parent or equivalent organizational documents of Parent’s Subsidiaries, in each case in a manner that would disproportionally affect the Company’s stockholders in their capacity as Parent’s stockholders as compared to Parent’s other stockholders; (f) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization with respect to Parentof Parent or any of its Subsidiaries; (gk) make amend, terminate, modify or waive any material change (i) in any accounting methods, principles rights under the Parent External Advisory Agreement or practices (including such methods, principles or practices relating to the estimation of Reserves) or (ii) to any of the actuarial, underwriting, claims administration or reinsurance policies, practices or principles of any Parent Insurance Entity, in each case, except as required by GAAP or SAPAdministration Agreement; or (hl) agree enter into any agreement to take do, or adopt any resolutions in support of, any of the actions described in this Section 6.02foregoing.

Conduct of Business by Parent Pending the Mergers. During Parent covenants and agrees that, during the period from the date of this Agreement until the Pre-Closing or earlier termination of this Agreement, Period except as otherwise expressly contemplated or permitted by this Agreement, as set forth in Section 6.02 of the Parent Disclosure Letter, as required by applicable Law or Order, or (i) with the prior written consent of the Company (which consent shall will not be unreasonably withheld, delayed conditioned or conditioneddelayed), (xii) as expressly permitted or required pursuant to this Agreement or as required by applicable Law, or (iii) as set forth in Section 5.2 of the Parent Disclosure Letter: (a) The businesses of Parent and each Parent Subsidiary shall, subject to the restrictions and exceptions set forth in Section 5.2 or elsewhere in this Agreement, be conducted in all material respects in the ordinary and usual course of business, and Parent and each Parent Subsidiary shall use their respective commercially reasonable efforts to maintain and preserve intact their respective business organizations and to preserve their respective relationships with all Persons having significant business dealings with Parent or any Parent Subsidiary; and (b) Parent shall not, and shall cause each not permit any of its the Parent Subsidiaries to, do any of the following: (i) accelerate, terminate or cancel, or waive, release or assign any material term of, or right, obligation or claim under, any Parent Material Contract, or amend or modify any Parent Material Contract (other than in the ordinary course) in a manner that is materially adverse to the Parent or any Parent Subsidiary; (ii) except as permitted pursuant to Section 5.2(b)(v), enter into, extend or renew any Contract which, if entered into prior to the Agreement Date would have been a Parent Material Contract, except in the ordinary course of business; (iii) enter into any Contract that limits, curtails or restricts the ability of the Company or any Company Subsidiary to compete or conduct their respective businesses and operations activities in any geographic area, line of business, or with any Person; (iv) (A) grant to any third Person any license, sublicense, covenant not to xxx, immunity, authorization, release or other right with respect to any Intellectual Property Rights (other than licenses or other rights granted in the ordinary course of business in all or which would not be material respects consistent with past practicesto Parent and the Parent Subsidiaries, taken as a whole); (B) assign or transfer to any third Person any material Parent Intellectual Property Rights; or (C) abandon any material Parent Owned Intellectual Property Rights; (v) (A) acquire, sell, lease, license, transfer or dispose of any assets, rights or securities that are material to Parent and the Parent Subsidiaries, considered as a single enterprise (including any material Parent Owned Intellectual Property), (yB) to acquire by merging or consolidating with or by purchasing a substantial equity interest in or a substantial portion of the extent consistent with clause (x) aboveassets of, Parent shall use its reasonable best efforts to preserve intact its or by license or any other manner, any business, corporation, partnership, association or other business organization and, its assets, keep available the services of its current officers, employees and consultants and preserve its goodwill and its relationships with customers, reinsurers, agents, service providers and others having business dealings with it, and or division thereof; (zC) Parent shall not and shall cause each of its Subsidiaries not to (it being understood that no act or omission by Parent or any of its Subsidiaries with respect to Parent only, amend its articles of association or bylaws; or (D) propose or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (except, nothing in this Agreement shall prohibit the matters specifically addressed by Parent or the Parent Subsidiaries from (1) taking such actions in the ordinary course of business (including entering into non-exclusive license agreements, “SaaS” licenses, end user license agreements and non-disclosure agreements in the ordinary course of business), (2) making dispositions of obsolete, surplus or worn out assets that are no longer useful in the conduct of the business of Parent and the Parent Subsidiaries the whole, (3) taking any provision such actions if provided for in the Parent’s capital expense budget Made Available to Company or Company’s Representatives, (4) subject to Section 6.19 of this clause Agreement, entering into a Parent Specified Agreement or consummating a Parent Takeover Proposal, or (z5) shall the acquisition by Parent, or merger with or purchase of an interest in, any other Person (other than the Company as contemplated by the Transactions) if such acquisition, merger or purchase (I) would not reasonably be deemed expected to be a breach prevent or materially impede or delay Parent’s and the Merger Subs’ ability to consummate the Transactions and (II) does not involve the issuance of clause ten percent (x10%) or (y)):more of the issued and outstanding Parent Common Stock. (avi) establish a record date for, declare, set aside, make aside or pay any dividend or other distribution payable in cash, capital stock, property or otherwise with respect to any shares of its capital stock (including the Parent Common Stock), except for dividends or other distributions by a direct or indirect wholly owned Parent Subsidiary to its parent; (whether in cashvii) repurchase, stock redeem or property) in respect of otherwise reacquire any shares of its or its Subsidiaries’ capital stock, other equity securities, other ownership interests or any options, warrants or rights to acquire any such stock, securities or interests, other than in connection with (ix) any dividends or distributions the relinquishment of shares by a Subsidiary Parent Associates in payment of withholding tax upon the vesting of Parent to RSUs as required under a Parent or to any other Subsidiary of Parent or (ii) quarterly cash dividends paid by Parent on the shares of Parent Common Stock not in excess of $0.39 per share, per quarter, with record and payment dates generally consistent with the timing of record and payment dates generally consistent with the most recent comparable prior year fiscal quarter prior to the date of this AgreementRSU agreement; (bviii) adjust, split, combine, subdivide or reclassify any outstanding shares of its capital stock except for any transaction contemplated by Section 1.1(g)(ii); (ix) except as permitted pursuant to Section 5.2(b)(v) and other than issuances of Parent Common Stock at or that above the Parent Trading Price for purposes of a bona fide capital financing, issue, sell, dispose of or authorize, propose or agree to the issuance, sale or disposition by the Parent or any of the Parent Subsidiaries of, any shares of, or any options, warrants or rights of any kind to acquire any shares of, or any securities convertible into or exchangeable for any shares of, its Subsidiaries capital stock of any class, or issue or authorize or propose the issuance of any other securities in respect of, in lieu of of, or in substitution for, shares for any class of its capital stock outstanding on the Agreement Date, except (A) pursuant to Contracts in effect as of the Agreement Date Made Available to Company prior to the Agreement Date, (B) for the Parent Common Stock issuable upon exercise or that conversion of its SubsidiariesParent Options outstanding on the Agreement Date, (C) for the settlement of Parent RSUs granted prior to the Agreement Date, and (D) pursuant to ordinary course new hire and refresh (e.g. following annual reviews) equity award arrangements consistent with past practice, which in the aggregate shall not exceed 900,000 shares of Parent Common Stock (as adjusted pursuant to Section 1.11); (cx) repurchaseincur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, redeem except for indebtedness incurred or otherwise acquire or offer to repurchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock or any Parent Stock Rights (other than (i) for any tax net settlements upon the vesting or exercise of Parent Stock Options or Parent Restricted Stock Rights, (ii) any share repurchase made pursuant to Parent’s current share repurchase program, or (iii) guaranteed in the ordinary course of business; (xi) make any loans or advances, except (A) to or for the benefit of the Parent Subsidiaries or (B) for reasonable travel or business expense advances in the ordinary course of business consistent with past practice and in accordance with Parent’s existing policies to employees of the Parent or any Parent Subsidiary; (xii) except (x) as set forth in Section 5.2(b)(xi) of the Parent Disclosure Letter, (y) to the extent required in a Parent Employee Benefit Plan in existence as of the Agreement Date Made Available to the Company prior to the Agreement Date or (z) otherwise in the ordinary course of business: (A) grant or increase any severance or termination pay to any Parent Associate (it being understood that the payment of severance to an employee in accordance with the existing severance policies of the Parent shall not constitute the grant or increase in any severance or termination pay) that would (collectively with all increases/amendments contemplated by this clause (xiii)) represent an aggregate net liability of the Parent of in excess of $250,000; (B) other than with respect to employees below the level of vice president, enter into, amend in any material respect, or terminate any material Parent Employee Agreement; (C) materially increase or decrease the benefits payable under any Parent Employee Agreement (which increase would (collectively with all increases/amendments contemplated by this clause (xiii)) represent an additional aggregate net liability of the Parent of in excess of $250,000); (D) materially increase or decrease the compensation or benefits to current or former employees, directors or individual contractors of the Parent or any Parent Subsidiary (which increase would (collectively with all increases/amendments contemplated by this clause (xiii)) represent an additional aggregate net liability of the Parent of in excess of $250,000); (E) adopt or establish any new employee benefit plan that would be a Parent Employee Benefit Plan if it were in existence on the Agreement Date, or amend any existing Parent Employee Benefit Plan (including, for greater certainty, any bonus plan not in existence on the Agreement Date); (F) take any action that would result in its incurring any additional obligation for any payments or benefits described in subsections (i), (ii) or (iii) of Section 4.13(h) (without regard to whether the Transactions are consummated); or (G) use any discretionary authority afforded to the Parent under any Parent Employee Benefit Plan to grant, or materially amend or otherwise modify the compensation or benefits (including, without limitation, the grant of any stock options, restricted stock units or other equity awards) to any current or former employees, directors or individual contractors of the Parent or any Parent Subsidiary (which event would (collectively with all increases/amendments contemplated by this clause (xiii)) represent an additional aggregate net liability of the Parent of in excess of $250,000); (dxiii) issue(A) execute or amend any indemnification agreement between the Parent or any of the Parent Subsidiaries and any of their respective directors, deliverofficers, offeragents, grant consultants or sell employees, or (B) execute or amend any shares collective bargaining agreement or other obligation to any labor organization incurred or entered into by the Parent or any of its capital stockthe Parent Subsidiaries other than on the Parent’s standard form; (xiv) terminate or cancel, Parent Stock Rights let lapse, or Parent Subsidiary Stock Rightsamend or modify in any material respect, other than (i) the issuance of shares of Parent Common Stock upon the vesting or exercise of Parent Stock Options or Parent Restricted Stock Rights outstanding as of the date hereof in accordance with the terms thereof, (ii) the grant, issuance or delivery of equity-based awards pursuant to the Company Equity Plan renewals in the ordinary course of business, or (iii) the issuance of shares of Parent Common Stock upon the exercise of the purchase rights under any Insurance Policies maintained by the Parent ESPP or any Parent Subsidiary which is not promptly replaced by a comparable amount of insurance coverage with reputable independent insurance companies or underwriters; (xv) settle, compromise or otherwise resolve any Legal Proceedings (other than Securityholder Litigation which shall be governed in accordance with Section 6.13, or commence any Legal Proceedings involving individually more than $250,000 or in the terms thereofaggregate more than $250,000, except for (A) the settlement of any Legal Proceeding that is in the ordinary course of business and does not include any obligation (other than the payment of money that is fully paid by insurance or indemnity arrangements) to be performed by the Parent or any Parent Subsidiary following the Effective Time, or waive any material claims or rights or (B) the Legal Proceedings set forth in Section 5.2(b)(xv) of the Parent Disclosure Letter; (exvi) amend other than in the certificate ordinary course of incorporation and bylaws of business, pay or discharge any claims, Liens or liabilities involving more than $100,000 individually or $250,000 in the aggregate, which are not reserved for or reflected on the balance sheets included in the Parent or equivalent organizational documents of Parent’s Subsidiaries, in each case in a manner that would disproportionally affect the Company’s stockholders in their capacity as Parent’s stockholders as compared to Parent’s other stockholdersFinancial Statements; (f) authorize, recommend, propose or announce an intention to adopt a complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization with respect to Parent; (gxvii) make any material change (i) or commit to make capital expenditures exceeding by $250,000 or more the aggregate budgeted amount set forth in any accounting methods, principles or practices (including such methods, principles or practices relating the Parent’s fiscal 2017 capital expenditure plan previously Made Available to the estimation of Reserves) or (ii) to any of the actuarial, underwriting, claims administration or reinsurance policies, practices or principles of any Parent Insurance Entity, in each case, except as required by GAAP or SAPCompany; or (hxviii) take or agree in writing or otherwise to take any of the actions described in this precluded by Section 6.025.2(a) or Section 5.2(b).