Common use of Conduct of Business by Parent Clause in Contracts

Conduct of Business by Parent. Pending the Merger. Parent agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 5.02 of the Parent Disclosure Letter or as specifically contemplated by any other provision of this Agreement, unless the Company shall otherwise consent in writing, Parent shall not: (a) declare, set aside or pay any dividends on or make any other distributions in cash in respect of any capital stock; (b) cause, permit or propose any amendments to its Certificate of Incorporation or Bylaws (or similar governing instruments of any of its subsidiaries), except as contemplated by this Agreement, that would have an adverse effect on the rights of the holders of Parent Common Shares (including Parent Common Shares to be issued in the Merger); (c) acquire or agree to acquire any equity interest in, or all or any portion of the assets of, any business, corporation, partnership, association or other business entity that would reasonably be expected to result in a material delay of the consummation of the Merger, or acquire or agree to acquire any material real property (provided, however, that with respect to any acquisition of, or agreement to acquire, any material real property, such consent shall not be unreasonably withheld or delayed); (d) issue or agree to issue Parent Common Shares or any other security of Parent if such issuance would require a vote of the stockholders of Parent; (e) other than the Parent Reverse Stock Split (defined in Section 6.01), propose any amendments to Parent’s Certificate of Incorporation or Bylaws (or similar governing instruments of any of the Parent Subsidiaries) that would require a vote of the stockholders of Parent; or (f) agree in writing or otherwise to take any of the actions described in Section 5.02(a) through (e) above.

Conduct of Business by Parent. Pending the Merger. (a) Parent agrees that, between that during the period from the date of this Agreement and to the Effective Time, except as set forth in Section 5.02 of the Parent Disclosure Letter or as specifically expressly contemplated by any other provision of this Agreement, Agreement or unless the Company shall otherwise consent in writing, during the period from the date of this Agreement to the Effective Time, Parent shall, (i) maintain its existence in good standing under applicable Law and (ii) comply in all material respects with all applicable Laws wherever its business is conducted, including the timely filing of all reports, forms or other documents with the SEC required pursuant to the Securities Act or the Exchange Act. (b) Without limiting the foregoing, Parent agrees that during the period from the date of this Agreement to the Effective Time, Parent shall not: not (aexcept as expressly contemplated, permitted or required by this Agreement, or with the prior written approval of the Company): (i) declare, set aside aside, make or pay any dividends on or make any other distributions (whether in cash cash, stock or property) in respect of any of its capital stock; ; (bii) causerepurchase, permit redeem or propose otherwise acquire, directly or indirectly, any amendments to its Certificate of Incorporation or Bylaws (or similar governing instruments of any shares of its subsidiaries)capital stock or any Parent Stock Purchase Rights; (iii) issue any additional shares of its capital stock to any third party; (iv) knowingly take any action, except as contemplated by this Agreementor knowingly fail to take any action, that would have an adverse effect on the rights of the holders of Parent Common Shares (including Parent Common Shares to be issued in the Merger); (c) acquire is intended or agree to acquire any equity interest in, or all or any portion of the assets of, any business, corporation, partnership, association or other business entity that would reasonably be expected to result in a material delay any of the consummation conditions to the Merger set forth in Article 7 not being satisfied on or before the Outside Date; (v) adopt a plan of the Merger, complete or acquire partial liquidation or agree to acquire any material real property dissolution; (provided, however, that with respect to any acquisition of, or agreement to acquire, any material real property, such consent shall not be unreasonably withheld or delayed); (dvi) issue or agree to issue Parent Common Shares or any other security of Parent if such issuance would require a vote of the stockholders of Parent; (e) other than amend the Parent Reverse Stock Split (defined in Section 6.01), propose any amendments to Parent’s Certificate of Incorporation or Bylaws Parent Bylaws; or (or similar governing instruments of any of the Parent Subsidiaries) that would require a vote of the stockholders of Parent; or (fvii) agree in writing or otherwise to take any of the actions described in this Section 5.02(a) through (e) above6.2(b).

Conduct of Business by Parent. Pending the Merger. Parent agrees that, between From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX, and the Effective Timeexcept (a) as expressly contemplated or permitted by this Agreement, except (b) as may be required by applicable Law, (c) as set forth in Section 5.02 the correspondingly numbered section of the disclosure letter delivered by Parent to the Company (the “Parent Disclosure Letter Letter”), or as specifically contemplated by any other provision (d) with the prior written consent of this Agreement, unless the Company shall otherwise (which consent in writingwill not be unreasonably withheld, delayed or conditioned), Parent shall will not: (ai) declare, set aside or pay any dividends on extraordinary or make special dividend or distribution, whether payable in cash, stock or any other distributions in cash in property or right, with respect of any capital stock; (b) cause, permit or propose any amendments to its Certificate of Incorporation or Bylaws (or similar governing instruments of any of its subsidiaries), except as contemplated by this Agreement, that would have an adverse effect on the rights of the holders of Parent Common Shares (including Parent Common Shares to be issued in the Merger); (c) acquire or agree to acquire any equity interest in, or all or any portion of the assets of, any business, corporation, partnership, association or other business entity that would reasonably be expected to result in a material delay of the consummation of the Merger, or acquire or agree to acquire any material real property (Shares; provided, however, that with respect to any acquisition of, or agreement to acquire, any material real property, such consent nothing contained herein shall not be unreasonably withheld or delayed)prohibit Parent from increasing the quarterly cash dividend on the Parent Common Shares; (dii) issue change in any material respect its methods of accounting or agree accounting practices, policies or procedures, except as required by concurrent changes in GAAP or SEC rules and regulations, in either case as agreed to issue Parent Common Shares or any other security of Parent if such issuance would require a vote of the stockholders of Parentby its independent public accountants; (eiii) other than the Parent Reverse Stock Split (defined in Section 6.01), adopt or propose any amendments amendment to Parent’s Certificate its certificate of Incorporation incorporation or Bylaws (or similar governing instruments of any bylaws in a manner that adversely affects the terms of the Parent SubsidiariesCommon Shares; (iv) adopt or enter into a plan of complete or partial liquidation or dissolution; (v) enter into any transaction or take any other action (including any amendment of Parent’s certificate of incorporation or bylaws) that would require be reasonably likely to have a vote material adverse effect on, or materially delay, the consummation of the stockholders of Parenttransactions contemplated by this Agreement; or (fvi) agree in writing or otherwise commit to take any of the actions described in Section 5.02(ado anything prohibited by clauses (i) through (ev) above.of this Section 4.2;

Conduct of Business by Parent. Pending During the Merger. Parent agrees that, between period from the date of this Agreement and to the Effective TimeTime or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1, and except as set forth may be agreed in writing by the Company, or as may be contemplated by this Agreement or Section 5.02 4.1(b) of the Parent Disclosure Letter or as specifically contemplated by any other provision of this AgreementSchedule, unless (i) Parent shall and shall cause its Subsidiaries to carry on their respective businesses in all material respects in the Company shall otherwise consent in writing, ordinary course and (ii) Parent shall not, and shall not permit any of its Subsidiaries to: (ai) (x) declare, set aside or pay any dividends on on, or make any other distributions (whether in cash cash, stock or property), in respect of, any of its capital stock, other than dividends or distributions by a direct or indirect wholly owned Subsidiary of Parent to its parent, or (y) split, combine or reclassify any of its capital stock; (bii) cause, permit or propose any amendments to amend its Certificate of Incorporation or Bylaws (other comparable charter or similar governing instruments of any of its subsidiaries), except as contemplated by this Agreement, that would have an adverse effect on the rights of the holders of Parent Common Shares (including Parent Common Shares to be issued in the Merger)organizational documents; (ciii) acquire or agree to acquire take any equity interest in, or all or any portion of the assets of, any business, corporation, partnership, association or other business entity action that would reasonably be expected to result in a material prevent, impair or materially delay the ability of the consummation of Company or Parent to consummate the Merger, or acquire or agree to acquire any material real property (provided, however, that with respect to any acquisition of, or agreement to acquire, any material real property, such consent shall not be unreasonably withheld or delayed)transactions contemplated by this Agreement; (div) issue take any action that would, or agree to issue Parent Common Shares or any other security of Parent if such issuance would require a vote of the stockholders of Parent; that could reasonably be expected to, result in (ex) other than the Parent Reverse Stock Split (defined in Section 6.01), propose any amendments to Parent’s Certificate of Incorporation or Bylaws (or similar governing instruments of any of the representations and warranties of Parent Subsidiariesset forth in this Agreement that are qualified by materiality becoming untrue, (y) any of such representations and warranties that would require a vote are not so qualified becoming untrue in any material respect or (z) any of the stockholders of Parentconditions to the Merger set forth in ARTICLE VI not being satisfied; or (fv) authorize, or commit or agree in writing or otherwise to take take, any of the actions described in Section 5.02(a) through (e) aboveforegoing actions.

Conduct of Business by Parent. Pending the Merger. Parent covenants and agrees as to itself and its subsidiaries that, between the date of this Agreement at all times up to and including the Effective Time, except as set forth in Section 5.02 of the Parent Disclosure Letter or as specifically contemplated by any other provision of this Agreement, unless the Company shall otherwise consent in writing, Parent shall notor as otherwise expressly permitted or contemplated by this Agreement or except as set forth in Exhibit 6.2 hereto: (a) Parent and MergerCo shall conduct their respective business in all material respects in the ordinary course consistent with past practice and shall use all reasonable efforts to substantially preserve intact their business organizations and relationships with third parties and to keep available the services of their present officers and key employees, subject to the terms of this Agreement; and (b) Except to the extent necessary to comply with the requirements of applicable laws and regulations, Parent shall not, and shall not permit any of its subsidiaries to, (i) take, or agree or commit to take, any action that would make any representations and warranty of Parent hereunder inaccurate, in any material respect, at, or as of any time prior to, the Effective Time, (ii) omit, or agree or commit to omit, to take any action necessary to prevent any such representation or warranty from being inaccurate, in any material respect, at any such time; provided, however that Parent shall be permitted to take or omit to take any such action which (without any uncertainty) can be cured, and is in fact cured, at or prior to the Effective Time, or (iii) take or agree or commit to take, any action that would result in, or is reasonably likely to result in, any of the conditions of the Merger set forth in Article VIII not being satisfied, or (iv) declare, set aside or pay any dividends on or make any other distributions in cash in respect of any capital stock; (b) cause, permit or propose any amendments to its Certificate of Incorporation or Bylaws (or similar governing instruments of any of its subsidiaries), except as contemplated by this Agreement, that would have an adverse effect on the rights of the holders of Parent Common Shares (including Parent Common Shares to be issued in the Merger); (c) acquire or agree to acquire any equity interest in, or all or any portion of the assets of, any business, corporation, partnership, association dividend or other business entity that would reasonably be expected to result in a material delay of the consummation of the Merger, or acquire or agree to acquire any material real property (provided, however, that distribution with respect to any acquisition of, or agreement to acquire, any material real property, such consent shall not be unreasonably withheld or delayed); (d) issue or agree to issue Parent Common Shares or any other security shares of Parent if such issuance would require a vote of the stockholders capital stock of Parent; (e) other than the Parent Reverse Stock Split (defined in Section 6.01), propose any amendments to Parent’s Certificate of Incorporation or Bylaws (or similar governing instruments of any of the Parent Subsidiaries) that would require a vote of the stockholders of Parent; or (f) agree in writing or otherwise to take any of the actions described in Section 5.02(a) through (e) above.