Common use of Conduct of Business by Parent Clause in Contracts

Conduct of Business by Parent. During the period from the date of this Agreement to the Effective Time, except as consented to in writing in advance by the Company or as otherwise specifically required by this Agreement or Law, Parent shall, and shall cause each of its Subsidiaries to, carry on its business in the ordinary course of business consistent with past practice. In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.1(b) of the Parent Disclosure Letter or as specifically required by this Agreement or Law, Parent shall not without the Company’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned): (i) (1) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property) in respect of, any of its capital stock or other equity interests, except for the payment by Parent of quarterly cash dividends on shares of Parent Common Stock with customary declaration, record and payment dates in accordance with Parent’s current dividend policy, or (2) split, combine, or reclassify any of its capital stock or other equity or voting interests, or issue any other securities in respect of, in lieu of, or in substitution for shares of its capital stock or other equity or voting interests; (ii) purchase, redeem, or otherwise acquire any shares of capital stock or any other equity securities of Parent or any securities convertible into or exchangeable for such shares of capital stock or other equity securities or any options, warrants, calls, or rights to acquire any such shares or other equity securities, other than (1) the acquisition by Parent of shares of Parent Common Stock in connection with the surrender of shares of Parent Common Stock by holders of Parent Stock Options in order to pay the exercise price thereof, (2) the withholding of shares of Parent Common Stock to satisfy tax obligations or the purchase price payable with respect to awards granted pursuant to Parent’s employee benefit plans, (3) the acquisition by Parent of shares subject to awards granted pursuant to Parent’s employee benefit plans in connection with the net settlement or forfeiture of such awards and (4) repurchases pursuant to Parent’s publicly disclosed stock buyback program in amounts not exceeding the amounts authorized by Parent’s Board of Directors as of the date hereof; (iii) amend or otherwise change, or authorize or propose to amend or otherwise change, its certificate of incorporation or by-laws in a manner that could reasonably be expected to adversely affect the consummation of the transactions contemplated by this Agreement or adversely affect in any material respect the rights of holders of the Parent Common Stock; (iv) adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization other than such transactions among wholly-owned Subsidiaries of Parent; (v) except as required by GAAP, change its fiscal year, or make any material changes in financial accounting methods, principles, or practices; or (vi) take any action (or omit to take any action) if such action (or omission) would reasonably be expected to result in any of the conditions to the Mergers set forth in Article VI not being satisfied by the Outside Date; or (vii) authorize any of, or commit, resolve or agree to take any of, the foregoing actions.

Conduct of Business by Parent. During Except for matters set forth in the period Parent Disclosure Letter or otherwise contemplated by the Transaction Agreements, from the date of this Agreement to the Effective Time Parent shall, and shall cause Sub to, conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted. In addition, and without limiting the generality of the foregoing, except as contemplated by the Transaction Agreements, from the date of this Agreement to the Effective Time, except as consented to in writing in advance by the Company or as otherwise specifically required by this Agreement or Law, Parent shallshall not, and shall cause each of its Subsidiaries not permit Sub to, carry on its business in the ordinary course of business consistent with past practice. In addition to and without limiting the generality do any of the foregoing, during the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.1(b) of the Parent Disclosure Letter or as specifically required by this Agreement or Law, Parent shall not following without the Company’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned):of the Company: (i) (1A) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property) in respect of, any of its capital stock (in the case of Parent) or other equity interestsmembership interests (in the case of Sub), except for the payment by Parent of quarterly cash dividends on shares of Parent Common Stock with customary declaration, record and payment dates in accordance with Parent’s current dividend policy, or (2B) split, combine, combine or reclassify any of its capital stock (in the case of Parent) or other equity or voting interests, membership interests (in the case of Sub) or issue or authorize the issuance of any other securities in respect of, in lieu of, of or in substitution for shares of its capital stock (in the case of Parent) or other equity or voting interests; membership interests (iiin the case of Sub), (C) purchase, redeem, redeem or otherwise acquire any shares of capital stock (in the case of Parent) or membership interests (in the case of Sub) or any other equity securities of Parent thereof or any securities convertible into rights, warrants or exchangeable for such shares of capital stock or other equity securities or any options, warrants, calls, or rights options to acquire any such shares or other equity securities, other than securities or (1) the acquisition by Parent of shares of Parent Common Stock in connection with the surrender of shares of Parent Common Stock by holders of Parent Stock Options in order to pay the exercise price thereof, (2) the withholding of shares of Parent Common Stock to satisfy tax obligations or the purchase price payable with respect to awards granted pursuant to Parent’s employee benefit plans, (3) the acquisition by Parent of shares subject to awards granted pursuant to Parent’s employee benefit plans in connection with the net settlement or forfeiture of such awards and (4) repurchases pursuant to Parent’s publicly disclosed stock buyback program in amounts not exceeding the amounts authorized by Parent’s Board of Directors as of the date hereof; (iii) amend or otherwise change, or authorize or propose to amend or otherwise change, its certificate of incorporation or by-laws in a manner that could reasonably be expected to adversely affect the consummation of the transactions contemplated by this Agreement or adversely affect in any material respect the rights of holders of the Parent Common Stock; (ivD) adopt or enter into a plan of complete or partial liquidation, dissolution, restructuringmerger, recapitalization consolidation, recapitalization, or other reorganization of Parent or Sub, or alter through merger, liquidation, reorganization or restructuring or in any other than such transactions among wholly-owned Subsidiaries fashion the corporate structure or ownership of ParentParent or Sub; (vii) except as required issue, deliver, sell or grant (A) any shares of its capital stock (in the case of Parent) or any of its membership interests (in the case of Sub), (B) any Voting Parent Debt or other voting securities, (C) any securities convertible into or exchangeable for, or any options, warrants or rights to acquire, any such shares, Voting Parent Debt, voting securities or convertible or exchangeable securities or (D) any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock-based performance units; (iii) amend the Parent Charter, the Parent By-laws or the comparable organizational documents of Sub; (iv) acquire or agree to acquire (A) by GAAPmerging or consolidating with, change its fiscal yearor by purchasing any equity interest in or portion of the assets of, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof or (B) any assets; (A) grant to any employee, executive officer or director of Parent any increase in compensation, (B) grant to any employee, executive officer or director of Parent any increase in severance or termination pay, (C) enter into any employment, consulting, indemnification, severance or termination agreement with any employee, executive officer or director of Parent, (D) establish, adopt, enter into or amend in any respect any collective bargaining agreement, any other agreement or commitment to or relating to any labor union or any Parent Benefit Plan or (E) take any action to accelerate any rights or benefits, or make any material changes determinations under any collective bargaining agreement, any other agreement or commitment to or relating to any labor union or any Parent Benefit Plan; (vi) make any change in financial accounting methods, principlesprinciples or practices materially affecting the reported consolidated assets, liabilities or results of operations of Parent, except insofar as may have been required by a change in GAAP; (vii) sell, lease (as lessor or lessee), license or otherwise dispose of or subject to any Lien any properties or assets; (viii) (A) incur any indebtedness for borrowed money or guarantee any such indebtedness of another person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of Parent, guarantee any debt securities of another person, enter into any “keep well” or other agreement to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing, or practices(B) make any loans, advances or capital contributions to, or investments in, any other person; (ix) make or agree to make any new capital expenditure or expenditures; (x) make any Tax election or settle or compromise any Tax liability or refund; (xi) (A) incur, pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than (x) the payment, discharge or satisfaction of liabilities in the ordinary course of business consistent with past practice, (y) liabilities for reasonable fees and expenses incurred by Parent in connection with the Transactions and (z) the payment, discharge or satisfaction of liabilities existing on the date hereof for general administrative expenses not in excess of $100,000 in the aggregate, (B) cancel any indebtedness or waive any claims or rights of value or (C) waive the benefits of, or agree to modify in any manner, any confidentiality, standstill or similar agreement to which Parent is a party; (xii) after the date hereof enter into any transaction with, or enter into any agreement, arrangement or understanding with, directly or indirectly, any of Parent’s affiliates that would be required to be disclosed pursuant to Item 404 of SEC Regulation S-K; or (vixiii) take any action (or omit to take any action) if such action (or omission) would reasonably be expected to result in any of the conditions to the Mergers set forth in Article VI not being satisfied by the Outside Date; or (vii) take, authorize any of, or commit, resolve commit or agree to take any of, the foregoing actions.

Conduct of Business by Parent. During the period from the date of this Agreement to the Effective Time, except as consented to in writing in advance by the Company or as otherwise specifically required by this Agreement or Law, Parent shall, covenants and shall cause each of its Subsidiaries to, carry on its business in the ordinary course of business consistent with past practice. In addition to and without limiting the generality of the foregoingagrees that, during the period from the date of this Agreement to and continuing until the earlier of the termination of this Agreement or the Effective Time, except as set forth unless the Company shall otherwise agree in Section 5.1(b) writing, which agreement shall not be unreasonably withheld or delayed, Parent shall conduct its business and shall cause the businesses of the Parent Disclosure Letter or Subsidiaries to be conducted in the ordinary course of business except as specifically required expressly contemplated by this Agreement. Except as contemplated by this Agreement, Parent shall not, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or Lawthe Effective Time, Parent shall not directly or indirectly do any of the following without the Company’s prior written consent (such of the Company, which consent shall not to be unreasonably withheld, delayed withheld or conditioned):delayed: (ia) amend or otherwise change the Certificate of Incorporation or Bylaws of Parent other than incident to a stock split or combination; (b) (1i) declare, set aside aside, make or pay any dividends on, dividend or make any other distributions distribution (whether in cash, stock or propertyproperty or any combination thereof) in respect of, of any of its capital stock or other equity interestsstock, except for the payment by Parent of quarterly cash dividends on shares of and stock dividends and any Parent Subsidiary may declare and pay a dividend to its parent or Parent or (ii) reclassify the Parent Common Stock with customary declaration, record and payment dates in accordance with Parent’s current dividend policy, or (2) split, combine, or reclassify any of its capital stock or other equity or voting interests, or issue or authorize or propose the issuance of any other securities in respect of, in lieu of, of or in substitution for shares of its capital stock or other equity or voting interests; (ii) purchase, redeem, or otherwise acquire any shares of capital stock or any other equity securities of Parent or any securities convertible into or exchangeable for such shares of capital stock or other equity securities or any options, warrants, calls, or rights to acquire any such shares or other equity securities, other than (1) the acquisition by Parent of shares of Parent Common Stock in connection with the surrender of shares of Parent Common Stock by holders of Parent Stock Options in order to pay the exercise price thereof, (2) the withholding of shares of Parent Common Stock to satisfy tax obligations or the purchase price payable with respect to awards granted pursuant to Parent’s employee benefit plans, (3) the acquisition by Parent of shares subject to awards granted pursuant to Parent’s employee benefit plans in connection with the net settlement or forfeiture of such awards and (4) repurchases pursuant to Parent’s publicly disclosed stock buyback program in amounts not exceeding the amounts authorized by Parent’s Board of Directors as of the date hereof; (iii) amend or otherwise change, or authorize or propose to amend or otherwise change, its certificate of incorporation or by-laws in a manner that could reasonably be expected to adversely affect the consummation of the transactions contemplated by this Agreement or adversely affect in any material respect the rights of holders of the Parent Common Stock; (ivc) adopt issue any shares of Parent Common Stock (except restricted stock or enter into a plan common stock issued pursuant to stock options issued under the Parent Stock Option Plans or in any stock dividend) in one transaction or series of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization other related transactions if the shares so issued constitute more than 15% of the outstanding shares of Parent Common Stock (after giving effect to such transactions among wholly-owned Subsidiaries of Parentissuance); (vd) except as required acquire (by GAAPmerger, change its fiscal yearconsolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof if the consideration therefor would exceed $150,000,000; and (e) take, or make any material changes in financial accounting methodsagree to take, principles, or practices; or (vi) take any action (or omit to take any action) if such action (or omission) would reasonably be expected to result in any of the conditions to the Mergers set forth actions described in Article VI not being satisfied by the Outside Date; or Sections 5.3(a) through (viic) authorize any ofabove, or commit, resolve any action which would make any of the representations or agree warranties of Parent contained in this Agreement untrue or incorrect in any material respect as contemplated hereby or prevent Parent from performing or cause Parent not to take perform in any of, the foregoing actionsmaterial respect its covenants hereunder.

Conduct of Business by Parent. Pending the Merger. During the period from the date of this Agreement to and continuing until the earlier of the termination of this Agreement or the Effective Time, except as consented to in writing in advance by Parent covenants and agrees that, unless the Company or as shall otherwise specifically required by this Agreement or Lawagree in writing, Parent shall, and shall cause each of its Subsidiaries to, carry on conduct its business in the ordinary course of business and consistent with past practice. In addition practice and shall not directly or indirectly do, or propose to and without limiting the generality do, any of the foregoing, during the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.1(b) of the Parent Disclosure Letter or as specifically required by this Agreement or Law, Parent shall not following without the Company’s prior written consent of the Company: (such consent not to be unreasonably withheld, delayed a) amend or conditioned):otherwise change Parent's Articles of Incorporation or By-Laws; (i) (1) declare, set aside aside, make or pay any dividends on, dividend or make any other distributions distribution (whether in cash, stock or propertyproperty or any combination thereof) in respect of, of any of its capital stock; or (ii) issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional shares of, or securities convertible or exchangeable for, or any options, warrants or rights of any kind to acquire any shares of, its capital stock of any class or other equity interestsproperty or assets whether pursuant to any rights agreement, except for the payment by stock option plans or otherwise, provided that Parent of quarterly cash dividends on may issue shares of Parent Common Stock pursuant to currently outstanding options or employee stock purchases referred to on the Parent Schedule in response to Section 3.2 above and Parent may issue options pursuant to its 1998 Equity Compensation Plan in amounts and on terms consistent with customary declarationpast practice, record and payment dates provided that such option grants do not exceed 50,000 shares in accordance with Parent’s current dividend policythe aggregate; (c) acquire or agree to acquire, by merging or (2) splitconsolidating with, combine, by purchasing an equity interest in or reclassify any a portion of its capital stock or other equity or voting interests, or issue any other securities in respect of, in lieu the assets of, or in substitution for shares of its capital stock by any other manner, any business or any corporation, partnership, association or other equity business organization or voting interests; (ii) purchase, redeemdivision thereof, or otherwise acquire any shares of capital stock or any other equity securities of Parent or any securities convertible into or exchangeable for such shares of capital stock or other equity securities or any options, warrants, calls, or rights agree to acquire any assets of any other person, or dispose of any assets, which, in any such shares case, would materially delay or prevent the consummation of the Merger and the other equity securities, other than transactions contemplated by this Agreement; or (1d) take any action to change its accounting policies or procedures except as required by a change in GAAP occurring after the acquisition by Parent of shares of Parent Common Stock date hereof; or (e) take or agree in connection with the surrender of shares of Parent Common Stock by holders of Parent Stock Options in order writing or otherwise to pay the exercise price thereoftake, (2i) any of the withholding actions described in this Section 4.2; (ii) any action which would make any of shares of Parent Common Stock to satisfy tax obligations Parent's representations or the purchase price payable with respect to awards granted pursuant to Parent’s employee benefit planswarranties in this Agreement, (3) the acquisition by Parent of shares subject to awards granted pursuant to Parent’s employee benefit plans in connection with the net settlement or forfeiture of such awards if made on and (4) repurchases pursuant to Parent’s publicly disclosed stock buyback program in amounts not exceeding the amounts authorized by Parent’s Board of Directors as of the date hereof; of such action or agreement, untrue or incorrect in any material respect; (iii) amend or otherwise changeany action which could prevent it from performing, or authorize or propose cause it not to amend or otherwise changeperform, its certificate of incorporation or by-laws in a manner that could reasonably be expected to adversely affect the consummation of the transactions contemplated by obligations under this Agreement or adversely affect in any material respect the rights of holders of the Parent Common Stock; Agreement; (iv) adopt any action that would cause the Merger not to be treated as a reorganization within the meaning of Section 368(a) of the Code; or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization other than such transactions among wholly-owned Subsidiaries of Parent; (v) except as required by GAAP, change its fiscal year, or make any material changes in financial accounting methods, principles, or practices; or (vi) take any action (that would prevent or omit to take any action) if such action (or omission) would reasonably be expected to result in any impede the Merger from qualifying as a "pooling of the conditions to the Mergers set forth in Article VI not being satisfied by the Outside Date; or (vii) authorize any of, or commit, resolve or agree to take any of, the foregoing actionsinterests" for accounting purposes.

Conduct of Business by Parent. During Except for matters set forth in Section 5.01(a) of the period Parent Disclosure Letter or otherwise expressly permitted or expressly required by this Agreement or with the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Effective Time, except as consented to in writing in advance by the Company or as otherwise specifically required by this Agreement or Law, Parent shall, and shall cause each of its Subsidiaries Parent Subsidiary to, carry on use reasonable best efforts to (i) conduct its business in the ordinary course and (ii) preserve intact its business organization, goodwill and assets, to keep available the services of its current officers and preserve its existing relationships with Governmental Entities and its significant customers, suppliers, licensors, licensees, distributors, lessors and others having significant business consistent dealings with past practiceParent and the Parent Subsidiaries. In addition to addition, and without limiting the generality of the foregoing, during except for matters set forth in Section 5.01(a) of the period Parent Disclosure Letter or otherwise expressly permitted or expressly required by this Agreement or with the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Effective Time, except as set forth in Section 5.1(b) Parent shall not, and shall cause each Parent Subsidiary not to, do any of the Parent Disclosure Letter or as specifically required by this Agreement or Law, Parent shall not without the Company’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned):following: (i) (1A) declare, set aside or pay any dividends on, or make any other distributions (distributions, whether in cash, stock or property) property or any combination thereof, in respect of, any of its capital stock stock, voting securities or other equity interests, except for the payment other than dividends and distributions by a direct or indirect wholly owned Parent of quarterly cash dividends on shares of Subsidiary, (B) other than with respect to a wholly owned Parent Common Stock with customary declarationSubsidiary, record and payment dates in accordance with Parent’s current dividend policysplit, or (2) reverse split, combine, consolidate, subdivide or reclassify any of its capital stock stock, voting securities or other equity or voting interests, or securities convertible into or exchangeable or exercisable for any capital stock, voting securities or other equity interests or issue or authorize the issuance of any other securities in respect of, in lieu of, of or in substitution for shares of its capital stock, voting securities or other equity interests, other than as permitted by Section 5.01(a)(ii), or (C) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any capital stock or voting securities of, or other equity or voting interests; (ii) purchaseinterests in, redeem, or otherwise acquire any shares of capital stock Parent or any other equity Parent Subsidiary or any securities of Parent or any securities Parent Subsidiary convertible into or exchangeable or exercisable for such shares of any capital stock or voting securities of, or other equity securities interests in, Parent or any optionsParent Subsidiary, or any warrants, calls, options or other rights to acquire any such shares capital stock, voting securities or other equity securitiesinterests, other than (1) the acquisition by Parent of shares of Parent Common Stock in connection with the surrender of shares of Parent Common Stock by holders of Parent Stock Options in order to pay the exercise price thereof, (2) the withholding of shares of Parent Common Stock to satisfy tax obligations or the purchase price payable with respect to awards granted pursuant to Parent’s employee benefit plans, the Parent Stock Plans and (32) the acquisition by Parent of shares subject to awards granted pursuant to Parent’s employee benefit plans the Parent Stock Plans in connection with the net settlement or forfeiture of such awards; (ii) issue, deliver, sell, grant, pledge or otherwise encumber or subject to any Lien other than Permitted Liens (A) any shares of capital stock of Parent or any Parent Subsidiary (other than, in the case of a wholly owned Parent Subsidiary, to Parent or another wholly owned Parent Subsidiary), (B) any other voting securities of or other equity interests in Parent or any Parent Subsidiary, (C) any securities convertible into or exchangeable or exercisable for any capital stock or voting securities of, or other equity interests in, Parent or any Parent Subsidiary, (D) any warrants, calls, options or other rights to acquire any capital stock or voting securities of, or other equity interests in, Parent or any Parent Subsidiary, (E) any rights issued by Parent or any Parent Subsidiary that are linked in any way to the price of any class of Parent Capital Stock, or other equity interest in Parent, or any shares of capital stock of, or other equity interest in, any Parent Subsidiary, the value of Parent, any Parent Subsidiary or any part of Parent or any Parent Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of, or other equity interest in, Parent or any Parent Subsidiary or (F) any Parent Voting Debt, in each case other than (1) issuances and sales of Parent Common Stock, securities convertible into or exchangeable or exercisable for Parent Common Stock, through any private or public registered offering, acquisition or other transaction, from time to time, of up to 7.5% in the aggregate for all such issuances and sales of the shares of Parent Common Stock issued and outstanding as of the date of this Agreement, (2) issuances of awards under the Parent Stock Plan in the ordinary course of business, (3) the issuance of shares of Parent Common Stock upon the lapse of any restrictions on any Parent Performance RSU Awards, in accordance with their terms, and (4) repurchases pursuant the issuance, delivery, sale, grant, pledge, encumbrance or subjecting to Parent’s publicly disclosed stock buyback program in amounts not exceeding the amounts authorized by Parent’s Board any Lien of Directors as any of the date hereofforegoing (A) through (F) of a Parent Subsidiary, in favor of or to Parent or a wholly owned Parent Subsidiary; (iii) amend (whether by merger, consolidation or otherwise change, or authorize or propose to amend or otherwise change, its certificate of incorporation or by-laws in a manner that could reasonably be expected to adversely affect the consummation of the transactions contemplated by this Agreement or adversely affect in any material respect the rights of holders of otherwise) the Parent Common StockCharter (other than the Parent Charter Amendment), the Parent Bylaws, the Merger Sub Charter or the Merger Sub Bylaws (other than ministerial changes); (iv) adopt make any change in financial accounting methods, principles or practices, except insofar as may have been required by a change in GAAP or Law (after the date of this Agreement); (v) directly or indirectly acquire or agree to acquire in any transaction (whether by means of merger, share exchange, consolidation, tender offer, asset purchase or otherwise) any equity interest in or business of any firm, corporation, partnership, company, limited liability company, trust, joint venture, association or other entity or division thereof or any properties or assets other than (A) the acquisition or lease of Oil and Gas Properties or other assets in the ordinary course of business consistent with past practice or (B) acquisitions of strategic investments as to which the aggregate amount of the consideration paid or transferred by Parent, Merger Sub and the Parent Subsidiaries in connection with all such transactions would not exceed $30,000,000; (vi) directly or indirectly sell, lease, transfer, farmout, license, encumber with Liens (except for Permitted Liens and for Liens which do not, individually or in the aggregate, materially impair and would not reasonably be expected to materially impair the continued use and operation of the assets or properties to which they relate in the conduct of the business of Parent and each Parent Subsidiary as presently conducted), discontinue or otherwise dispose of, or agree to sell, lease, transfer, farmout, license, encumber with Liens (except for Permitted Liens and for Liens which do not, individually or in the aggregate, materially impair and would not reasonably be expected to materially impair the continued use and operation of the assets or properties to which they relate in the conduct of the business of Parent and each Parent Subsidiary as presently conducted), discontinue or otherwise dispose of, any portion of its assets or properties; other than (A) sales, leases or dispositions for which the consideration is less than $30,000,000 in the aggregate, (B) the sale of Hydrocarbons or CO2 in the ordinary course of business, or (C) the sale or other disposition of equipment that is surplus, obsolete or replaced in the ordinary course of business; (vii) make any loans or advances to any other Person, other than (i) routine expense advances to its employees in the ordinary course of business consistent with past practice, (ii) loans or advances in the form of trade credit granted to customers in the ordinary course of business, and (iii) pursuant to customary provisions in joint operating agreements; (viii) incur, create or assume any Indebtedness other than the incurrence, creation or assumption of any Indebtedness permitted under or that is in compliance with the Parent Indentures or the Parent Credit Agreement; (ix) enter into any new line of business outside of its existing business; (x) adopt a plan of complete or partial liquidation, liquidation or dissolution, restructuring, recapitalization or other reorganization other than such transactions among wholly-owned Subsidiaries of Parent; (v) except as required by GAAP, change its fiscal year, or make any material changes in financial accounting methods, principles, or practices; or (vixi) take any action (actions or omit to take any actionactions that are reasonably likely to (A) if such action (or omission) would reasonably be expected to result in any of the conditions to the Mergers set forth in Article VI VII not being satisfied by satisfied, (B) result in new or additional required approvals from any Governmental Entity in connection with the Outside DateTransactions or (C) prevent or materially impede, interfere with, hinder or delay the consummation of the Transactions, including the Merger; (xii) other than in the ordinary course of business consistent with past practice, (A) change any material method of Tax accounting, (B) make, change or rescind any material election relating to Taxes (including any election for any joint venture, partnership, limited liability company or other investment where Parent or any Parent Subsidiary has the authority to make such binding election in its discretion, but excluding any election that must be made periodically and is made consistent with past practice), or (C) settle or compromise any material audit, assessment, Tax claim or other controversy relating to Taxes for an amount materially in excess of the amount accrued or reserved with respect thereto on the financial statements of Parent included in the Filed Parent Reporting Documents; (xiii) enter into or amend any Parent Related Party Transaction; or (viixiv) authorize enter into any ofContract, commitment or commit, resolve or agree arrangement to take do any of, of the foregoing actionsforegoing.

Conduct of Business by Parent. During Except as required by applicable law or regulation and except as otherwise contemplated by this Agreement, until the period from earlier of the date termination of this Agreement to or the Effective Time, except as consented to in writing in advance by the Company or as otherwise specifically required by this Agreement or Law, Parent shall, and cause its subsidiaries to conduct their respective businesses in the ordinary course and consistent with past practices. Except as required by applicable law or regulation and except as otherwise contemplated by this Agreement or except as previously consented to by the Company, in writing, after the date hereof Parent shall cause each not, and shall not permit any of its Subsidiaries subsidiaries to: (a) amend or otherwise change its articles of incorporation or by-laws, carry other than to increase the number of authorized shares of Parent Common Stock or Parent Preferred Stock, or to otherwise implement the terms and conditions of this Agreement, or as permitted by this Agreement; (b) issue, sell, pledge, dispose of, encumber or authorize the issuance, sale, pledge disposition, grant or encumbrance of any shares of its capital stock of any class, or options, warrants, convertible securities or other rights of any kind to acquire shares of such capital stock, or any other ownership interest thereof; (c) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to its capital stock; (d) (i) reclassify, combine, split, or subdivide, directly or indirectly, any of its capital stock, or (ii) redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock, except from any officer, director or employee upon termination of such officer, director or employee; (e) (i) acquire (including, without limitation, for cash or shares of stock, by merger, consolidation, or acquisition of stock or assets) any interest in any corporation, partnership or other business organization or division thereof or any assets, or make any investment either by purchase of stock or securities, contributions of capital or property transfer, or purchase any property or assets of any other person, (ii) incur any indebtedness for borrowed money other than pursuant to agreements disclosed in the Parent Disclosure Schedule, or issue any debt securities other than pursuant to agreements disclosed in the Parent Disclosure Schedule or assume, guarantee or endorse or otherwise as an accommodation become responsible for, the obligations of any person, or make any loans or advances other than pursuant to leasing oil and gas properties or oil and gas development agreements entered into in the ordinary course of Parent’s business, consistent with past practice, or (iii) enter into any new contract or agreement which would require on the Parent Disclosure Schedule pursuant to Section 4.7 and not otherwise permitted pursuant to this Agreement; (f) make any capital expenditure or enter into any contract or commitment therefore; (g) amend, terminate or extend any contract or agreement listed on the Parent Disclosure Schedule pursuant to Section 4.7; (h) delay or accelerate payment of any account payable or other liability of the Company beyond or in advance of its business due date or the date when such liability would have been paid in the ordinary course of business consistent with past practice. In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.1(b) of the Parent Disclosure Letter or as specifically required by this Agreement or Law, Parent shall not without the Company’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned):; (i) (1) declare, set aside or pay take any dividends onaction, or make permit any other distributions (whether in cashevent or condition to occur or exist, stock which would cause any representation or property) in respect of, any of its capital stock or other equity interests, except for the payment by Parent of quarterly cash dividends on shares warranty of Parent Common Stock with customary declaration, record and payment dates in accordance with Parent’s current dividend policy, or (2) split, combine, or reclassify any of its capital stock or other equity or voting interests, or issue any other securities in respect of, in lieu of, or in substitution for shares of its capital stock or other equity or voting interests; (ii) purchase, redeem, or otherwise acquire any shares of capital stock or any other equity securities of Parent or any securities convertible into or exchangeable for such shares of capital stock or other equity securities or any options, warrants, calls, or rights to acquire any such shares or other equity securities, other than (1) the acquisition by Parent of shares of Parent Common Stock in connection with the surrender of shares of Parent Common Stock by holders of Parent Stock Options in order to pay the exercise price thereof, (2) the withholding of shares of Parent Common Stock to satisfy tax obligations or the purchase price payable with respect to awards granted pursuant to Parent’s employee benefit plans, (3) the acquisition by Parent of shares subject to awards granted pursuant to Parent’s employee benefit plans in connection with the net settlement or forfeiture of such awards and (4) repurchases pursuant to Parent’s publicly disclosed stock buyback program in amounts not exceeding the amounts authorized by Parent’s Board of Directors as of the date hereof; (iii) amend or otherwise change, or authorize or propose to amend or otherwise change, its certificate of incorporation or by-laws in a manner that could reasonably be expected to adversely affect the consummation of the transactions contemplated by this Agreement or adversely affect in any material respect the rights of holders of the Parent Common Stock; (iv) adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization other than such transactions among wholly-owned Subsidiaries of Parent; (v) except as required by GAAP, change its fiscal year, or make any material changes in financial accounting methods, principles, or practicesuntrue; or (vij) take any action (agree, in writing or omit otherwise, to take any action) if such action (or omission) would reasonably be expected to result in authorize any of the conditions to the Mergers set forth foregoing actions or any action which would make any representation or warranty contained in Article VI not being satisfied by the Outside Date; or (vii) authorize any of, IV untrue or commit, resolve or agree to take any of, the foregoing actionsincorrect.

Conduct of Business by Parent. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Parent and, with respect to clause (e), its subsidiaries, shall not, except as consented to in writing in advance by the Company or as otherwise specifically required by this Agreement or Law, Parent shall, and shall cause each of its Subsidiaries to, carry on its business in the ordinary course of business consistent with past practice. In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except as set forth extent that Company shall otherwise consent in Section 5.1(b) of the Parent Disclosure Letter or as specifically required by this Agreement or Law, Parent shall not without the Company’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned):writing: (ia) (1) declareDeclare, set aside or pay any dividends on, on or make any other distributions (whether in cash, stock shares, equity securities or property) in respect of, of any of its share capital stock or other equity interests, except for the payment by Parent of quarterly cash dividends on shares of Parent Common Stock with customary declaration, record and payment dates in accordance with Parent’s current dividend policy, or (2) split, combine, combine or reclassify any of its share capital stock or other equity or voting interests, or issue or authorize the issuance of any other securities in respect of, in lieu of, of or in substitution for shares any capital stock, other than dividends or distributions by any of its capital stock Parent's subsidiaries to Parent or other equity or voting interestsany of Parent's subsidiaries; (iib) purchasePurchase, redeem, redeem or otherwise acquire acquire, directly or indirectly, any shares of capital stock or any other equity securities of Parent or its subsidiaries, except repurchases of unvested shares at cost in connection with the termination of the employment relationship with any securities convertible employee pursuant to stock option or purchase agreements in effect on the date hereof; (c) Cause, permit or propose any amendments to the Parent Certificate of Incorporation or Bylaws (or similar governing instruments of any of its subsidiaries); (d) Revalue any of its assets or, except as required by GAAP, make any change in accounting methods, principles or practices; (i) Acquire or enter into a definitive agreement to acquire by merging or exchangeable for such shares consolidating with, or by purchasing any material portion of the capital stock or assets of, or by any other equity securities manner, any business or any optionscorporation, warrantspartnership, callsassociation or other business organization or division thereof or (ii) be acquired by or enter into a definitive agreement to be acquired by merging or consolidating with, or rights by another entity purchasing any material portion of the business of Parent or its subsidiaries, taken as a whole; provided, however, that the foregoing clauses (i) and (ii) shall not apply to acquire any such shares transaction or other equity securities, other series of transactions to effect the foregoing (a "Permitted Parent Transaction") whereby the consideration paid or payable under a transaction described in clause (i) is less than or equal to $1.45 billion or in the case of a transaction described in clause (1ii) the acquisition fully diluted capitalization of Parent (as defined below)is converted or would be convertible into less than 65% of the fully diluted capitalization of the resulting entity. For purposes of this Section 4.3(c), the value of noncash consideration with respect to clause (i) shall be, as to shares of Parent Common Stock, the number of such shares issuable in such transaction multiplied by the closing price of Parent Common Stock on NASDAQ on the date such transaction is closed or a definitive agreement is entered into and, as to noncash consideration, the fair market value of such consideration on the date such transaction is closed or a definitive agreement is entered into, with such fair market value to be determined in good faith by the Board of Directors of Parent. For purposes of this Section 4.3(e), the fully diluted capitalization of Parent immediately prior to such a transaction shall mean the number of shares of Parent Common Stock in connection with that (A) assumes that the surrender Merger occurred as of Xxxxx 00, 0000, (X) the shares of Parent Common Stock by holders issuable upon the Merger are based on Company Common Stock and other rights to acquire Company Common Stock as of March 31, 2001 and (C) is comprised all shares of outstanding Parent Common Stock, options and warrants to acquire Parent Common Stock Options in order to pay the exercise price thereof, (2) the withholding of and shares of Parent Common Stock to satisfy tax obligations or the purchase price payable with respect to awards granted pursuant to Parent’s employee benefit plans, (3) the acquisition by Parent of shares subject to awards granted pursuant to Parent’s employee benefit plans in connection with the net settlement or forfeiture of such awards and (4) repurchases pursuant to Parent’s publicly disclosed stock buyback program in amounts not exceeding the amounts authorized by Parent’s Board of Directors as of the date hereof; (iii) amend or otherwise change, or authorize or propose to amend or otherwise change, its certificate of incorporation or by-laws in a manner that could reasonably be expected to adversely affect the consummation of the transactions contemplated by this Agreement or adversely affect in any material respect the rights of holders issuable upon conversion of the Parent Common Stock;Convertible Notes and any other convertible debentures. (ivf) adopt Agree in writing or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization other than such transactions among wholly-owned Subsidiaries of Parent; (v) except as required by GAAP, change its fiscal year, or make any material changes in financial accounting methods, principles, or practices; or (vi) take any action (or omit otherwise to take any action) if such action (or omission) would reasonably be expected to result in any of the conditions to the Mergers set forth actions described in Article VI not being satisfied by the Outside Date; or paragraphs (viia) authorize any of, or commit, resolve or agree to take any of, the foregoing actions.through (e) above. ARTICLE V

Conduct of Business by Parent. During Except for matters set forth in Section 5.2 of the period Parent Disclosure Schedule or otherwise contemplated by this Agreement or as required by applicable Law, from the date of this Agreement to the Effective Time, except as consented to in writing in advance by the Company or as otherwise specifically required by this Agreement or Law, Parent shall, and shall cause each of its Subsidiaries to, carry on conduct its business in the ordinary course of business consistent with past practicepractice and, to the extent consistent therewith, use commercially reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and employees and maintain its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with them. In addition to addition, and without limiting the generality of the foregoing, during except for matters set forth in Section 5.2 of the period Parent Disclosure Schedule or otherwise contemplated by this Agreement or as required by applicable Law, from the date of this Agreement to the Effective Time, except as set forth in Section 5.1(b) Parent shall not, and shall not permit any of its Subsidiaries to, do any of the Parent Disclosure Letter or as specifically required by this Agreement or Law, Parent shall not following without the Company’s prior written consent (such of Company, which consent shall not to be unreasonably withheld, delayed or conditioned):: (ia) (1i) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property) in respect of, any of its capital stock stock, other than dividends and distributions by a direct or other equity interests, except for the payment by Parent of quarterly cash dividends on shares indirect wholly-owned Subsidiary of Parent Common Stock with customary declarationto its parent company, record and payment dates in accordance with Parent’s current dividend policy, or (2ii) split, combine, combine or reclassify any of its capital stock or other equity issue or voting interests, or issue authorize the issuance of any other securities in respect of, in lieu of, of or in substitution for shares of its capital stock stock, or other equity or voting interests; (iiiii) purchase, redeem, redeem or otherwise acquire any shares of capital stock or any other equity securities of Parent or any securities convertible into or exchangeable for such shares of capital stock or other equity securities its Subsidiaries or any optionsother securities thereof or any rights, warrants, calls, warrants or rights options to acquire any such shares or other equity securities; (b) issue, deliver, sell or grant (i) any shares of its capital stock or other voting securities, (ii) any securities convertible into or exchangeable for, or any options, warrants or rights to acquire, any such shares, voting securities or convertible or exchangeable securities or (iii) any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock-based performance units, other than (1) the acquisition by Parent issuance of shares of Parent Common Stock in connection with upon the surrender of shares of Parent Common Stock by holders exercise of Parent Stock Options by any employee, officer or director of Parent outstanding on the date of this Agreement and in order accordance with their present terms; (c) amend the Parent Charter Documents or other comparable charter or organizational documents of any Subsidiary of Parent, except for the Certificate Amendment and the Parent By-Law Amendments; (d) in any single transaction or series of related transactions having a purchase price (including any assumed debt) in excess of $2 million in the aggregate, acquire or agree to acquire (i) any Person or business, whether by merging or consolidating with, or by purchasing a substantial equity interest in or portion of the assets of such Person or business, or otherwise or (ii) any assets that are material, individually or in the aggregate, to Parent and its Subsidiaries, taken as a whole; (e) (i) subject to Section 5.2(b), grant or announce any incentive awards or any increase in compensation, severance or termination pay to any employee, officer, director or other service provider of Parent or any of its Subsidiaries, except in the exercise price thereofordinary course of business consistent with past practice or to the extent required under existing Parent Employee Plans or existing Parent Employment Agreements or by applicable Law, (2ii) hire any new employees or officers, except in the withholding ordinary course of shares of Parent Common Stock to satisfy tax obligations or the purchase price payable business consistent with past practice with respect to awards granted pursuant employees or officers with an annual base salary and incentive compensation opportunity not to Parent’s exceed $200,000 per employee benefit plansor officer, (3) the acquisition by Parent of shares subject to awards granted pursuant to Parent’s employee benefit plans in connection with the net settlement or forfeiture of such awards and (4) repurchases pursuant to Parent’s publicly disclosed stock buyback program in amounts not exceeding the amounts authorized by Parent’s Board of Directors as of the date hereof; (iii) amend establish, adopt, enter into, amend, modify or otherwise change, or authorize or propose to amend or otherwise change, its certificate of incorporation or by-laws in a manner that could reasonably be expected to adversely affect the consummation of the transactions contemplated by this Agreement or adversely affect terminate in any material respect the rights of holders of the any collective bargaining agreement or Parent Common Stock; Employee Plan, or (iv) adopt take any action to accelerate any rights or enter into a plan of complete benefits, pay or partial liquidationagree to pay any pension, dissolutionretirement allowance, restructuringtermination or severance pay, recapitalization bonus or other reorganization other than such transactions among wholly-owned Subsidiaries of Parent; (v) except as required by GAAP, change its fiscal yearemployee benefit, or make any material changes determinations not in financial the ordinary course of business consistent with prior practice, under any collective bargaining agreement or Parent Employee Plan; (f) make any change in accounting methods, principlesprinciples or practices materially affecting the reported consolidated assets, liabilities or results of operations of Parent, except insofar as may have been required by a change in GAAP; (g) sell, lease (as lessor), license or otherwise dispose of or subject to any Lien (other than any Permitted Lien) any properties or assets that are material, individually or in the aggregate, to Parent and its Subsidiaries, taken as a whole, except licenses of or other grants of rights to use Intellectual Property in the ordinary course of business consistent with past practice and sales of inventory and excess or obsolete assets in the ordinary course of business consistent with past practice; (h) incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of Parent or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing, except for short-term borrowings incurred in the ordinary course of business consistent with past practice; (i) make or agree to make any new capital expenditure or expenditures (other than in the ordinary course of business or capital expenditures that are contemplated by Parent’s annual budget for 2011 and capital expenditure plan for 2012 which have been made available to the Company) that are in excess of $2.5 million in the aggregate; (j) with respect to any Parent Intellectual Property, except in the ordinary course of business consistent with past practice, and except for agreements between or among Parent and its Subsidiaries, (A) encumber, impair, abandon, fail to maintain, transfer, license to any Person (including through an agreement with a reseller, distributor, franchisee or other similar channel partner), or practicesotherwise dispose of any right, title or interest of Parent or any of its Subsidiaries in any Parent Intellectual Property or Parent Software Products or (B) divulge, furnish to or make accessible any material confidential or other non-public information in which Parent or any of its Subsidiaries has trade secret or equivalent rights within the Parent Intellectual Property to any Person who is not subject to an enforceable written agreement to maintain the confidentiality of such confidential or other non-public information; (k) make or change any material Tax election or settle or compromise any Tax liability or claim in excess of $1 million in the aggregate; (l) waive, release, assign, settle or compromise any claim, action or proceeding, other than waivers, releases, assignments, settlements or compromises that (i) involve the payment of monetary damages equal to or lesser than the amounts specifically reserved with respect thereto on the balance sheet as of December 31, 2010 included in the Parent SEC Documents or that do not exceed $1 million individually or in the aggregate, (ii) if involving any non-monetary outcome, will not have a material effect on the continuing operations of Parent and (iii) are with respect to ordinary course customer disputes; (m) enter into any new line of business outside of Parent’s existing business; (n) take any action, or knowingly fail to take any action, which action or failure to act would prevent or impede, or would be reasonably likely to prevent or impede, the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; or (vi) take any action (or omit to take any action) if such action (or omission) would reasonably be expected to result in any of the conditions to the Mergers set forth in Article VI not being satisfied by the Outside Date; or (viio) authorize any of, or commit, resolve commit or agree to take any of, the foregoing actions. For purposes of this Section 5.2, if any action, transaction or omission is permitted by the terms of a subsection hereof that specifically relates to the subject matter of the subsection, such action, transaction or omission shall be deemed permitted under all other subsections of this Section 5.2 even if such action, transaction or omission has ancillary effects on other subject matters contemplated by other subsections of this Section 5.2. Nothing contained in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct the operations of Parent or any of its Subsidiaries prior to the Effective Time. Prior to the Effective Time, Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Conduct of Business by Parent. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, except as consented to in writing in advance by the Company or as otherwise specifically required by this Agreement or Law, Parent shall, and shall cause each of its Subsidiaries to, carry on its business in the ordinary course of business consistent with past practice. In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.1(b) of the Parent Disclosure Letter or as specifically required by this Agreement or Law, Parent shall not without do any of the Company’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned):following: (ia) (1) declareDeclare, set aside or pay any dividends on, on or make any other distributions (whether in cash, stock stock, equity securities or property) in respect of, of any of its capital stock or other equity interests, except for the payment by Parent of quarterly cash dividends on shares of Parent Common Stock with customary declaration, record and payment dates in accordance with Parent’s current dividend policy, or (2) split, combine, combine or reclassify any of its capital stock or other equity issue or voting interests, or issue authorize the issuance of any other securities in respect of, in lieu of, of or in substitution for shares of its any capital stock or other equity or voting interestsstock; (iib) purchasePurchase, redeem, redeem or otherwise acquire acquire, directly or indirectly, any shares of capital stock or any other equity securities of Parent or any securities convertible into or exchangeable for such its subsidiaries, except repurchases of unvested shares of capital stock or other equity securities or any options, warrants, calls, or rights to acquire any such shares or other equity securities, other than (1) the acquisition by Parent of shares of Parent Common Stock at cost in connection with the surrender termination of shares of Parent Common Stock by holders of Parent Stock Options in order to pay the exercise price thereof, (2) the withholding of shares of Parent Common Stock to satisfy tax obligations or the purchase price payable employment relationship with respect to awards granted any employee pursuant to Parent’s employee benefit plans, (3) the acquisition by Parent of shares subject to awards granted pursuant to Parent’s employee benefit plans stock option or purchase agreements in connection with the net settlement or forfeiture of such awards and (4) repurchases pursuant to Parent’s publicly disclosed stock buyback program in amounts not exceeding the amounts authorized by Parent’s Board of Directors as of effect on the date hereof; (iiic) amend or otherwise change, or authorize or propose to amend or otherwise change, its certificate of incorporation or by-laws in a manner that could reasonably be expected to adversely affect the consummation of the transactions contemplated by this Agreement or adversely affect in any material respect the rights of holders of the Parent Common Stock; (iv) adopt or enter into Adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization other than such transactions among wholly-owned Subsidiaries of Parentreorganization; (vd) except Engage in any action that could reasonably be expected to cause the Merger to fail to qualify as required a "reorganization" under Section 368(a) of the Code whether or not otherwise permitted by GAAP, change its fiscal year, or make any material changes in financial accounting methods, principles, or practicesthe provisions of this Article IV; or (vie) take Acquire or agree to acquire by merging, consolidating with, or by purchasing any action (equity interest in or omit to take any action) if such action (or omission) would reasonably be expected to result in any a material portion of the conditions to the Mergers set forth in Article VI not being satisfied by the Outside Date; or (vii) authorize any assets of, or commitby any other manner, resolve any business or agree to take any ofcorporation, partnership, association or other business organization or division thereof, or acquire, sell or otherwise dispose of any assets or enter into any joint ventures, strategic partnerships or alliances, in each case other than in the foregoing actionsordinary course of business consistent with past practice or for consideration (capital stock of Parent shall be measured at the then current market price per share) in excess of $20,000,000.

Conduct of Business by Parent. During Except as required by applicable law or regulation and except as otherwise contemplated by this Agreement, until the period from earlier of the date termination of this Agreement to or the Effective Time, except as consented to in writing in advance by the Company or as otherwise specifically required by this Agreement or Law, Parent shall, and shall cause each of its Subsidiaries subsidiaries to, carry on conduct its and their respective businesses in the ordinary course and consistent with past practices. Except as set forth in Section 5.4 of the Parent Disclosure Schedule, as required by applicable law or regulation and except as otherwise contemplated by this Agreement or except as previously consented to by the Company, in writing, after the date hereof until the earlier of the termination of this Agreement or the Effective Time, Parent shall not, and shall not permit any of its subsidiaries to: (a) amend or otherwise change its certificate of incorporation or by-laws; (b) issue, sell, pledge, dispose of, encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of (i) any shares of its capital stock of any class, or options, warrants, convertible securities or other rights of any kind to acquire shares of such capital stock, or any other ownership interest, thereof, or (ii) any of its assets, tangible or intangible; (c) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to its capital stock, other than from any subsidiary of Parent to Parent or to any other subsidiary of Parent; (d) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock; (i) acquire (including, without limitation, for cash or shares of stock, by merger, consolidation, or acquisition of stock or assets) any interest in any corporation, partnership or other business organization or division thereof or any assets, or make any investment either by purchase of stock or securities, contributions of capital or property transfer, or, except in the ordinary course of business, consistent with past practice, purchase any property or assets of any other person, (ii) [other than in the ordinary course of business consistent with past practices,] incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse or otherwise as an accommodation become responsible for, the obligations of any person, or make any loans or advances, or (iii) enter into any Parent Material Contract; (f) make any capital expenditure or enter into any contract or commitment therefore, other than in the ordinary course of business consistent with past practices; (g) amend, terminate or extend any Parent Material Contract; (h) delay or accelerate payment of any account payable or other liability of the Company beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of business consistent with past practice. In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.1(b) of the Parent Disclosure Letter or as specifically required by this Agreement or Law, Parent shall not without the Company’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned):; or (i) (1) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property) in respect of, any of its capital stock or other equity interests, except for the payment by Parent of quarterly cash dividends on shares of Parent Common Stock with customary declaration, record and payment dates in accordance with Parent’s current dividend policy, or (2) split, combine, or reclassify any of its capital stock or other equity or voting interests, or issue any other securities in respect ofagree, in lieu ofwriting or otherwise, or in substitution for shares of its capital stock or other equity or voting interests; (ii) purchase, redeem, or otherwise acquire any shares of capital stock or any other equity securities of Parent or any securities convertible into or exchangeable for such shares of capital stock or other equity securities or any options, warrants, calls, or rights to acquire any such shares or other equity securities, other than (1) the acquisition by Parent of shares of Parent Common Stock in connection with the surrender of shares of Parent Common Stock by holders of Parent Stock Options in order to pay the exercise price thereof, (2) the withholding of shares of Parent Common Stock to satisfy tax obligations or the purchase price payable with respect to awards granted pursuant to Parent’s employee benefit plans, (3) the acquisition by Parent of shares subject to awards granted pursuant to Parent’s employee benefit plans in connection with the net settlement or forfeiture of such awards and (4) repurchases pursuant to Parent’s publicly disclosed stock buyback program in amounts not exceeding the amounts authorized by Parent’s Board of Directors as of the date hereof; (iii) amend or otherwise change, take or authorize or propose to amend or otherwise change, its certificate of incorporation or by-laws in a manner that could reasonably be expected to adversely affect the consummation of the transactions contemplated by this Agreement or adversely affect in any material respect the rights of holders of the Parent Common Stock; (iv) adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization other than such transactions among wholly-owned Subsidiaries of Parent; (v) except as required by GAAP, change its fiscal year, or make any material changes in financial accounting methods, principles, or practices; or (vi) take any action (or omit to take any action) if such action (or omission) would reasonably be expected to result in any of the conditions to the Mergers set forth foregoing actions or any action which would make any representation or warranty contained in Article VI not being satisfied by the Outside Date; or (vii) authorize any of, IV untrue or commit, resolve or agree to take any of, the foregoing actionsincorrect.

Conduct of Business by Parent. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Parent shall not knowingly take any action a principal purpose of which is, and the reasonably likely result of which would be, a material delay in or interference with the consummation of the Merger. Neither Parent nor any Parent Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, any of the following without the prior written consent of Company, except as consented to in writing in advance by the Company a result of entering into or as otherwise specifically required contemplated by this Agreement or Lawexcept as set forth in Section 6.09 of the Parent Disclosure Schedule: (a) amend or otherwise change its certificate of incorporation or bylaws or equivalent organizational documents; (b) issue, sell, pledge, dispose of, grant, transfer, lease, license, guarantee or encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license or encumbrance of, (i) more than outstanding 20% of the shares of capital stock of Parent shallor any shares of capital stock of a Parent Subsidiary of any class, or securities convertible into or exchangeable or exercisable for any shares of such capital stock, or any options, warrants or other rights of any kind to acquire more than 20% of the outstanding shares of such capital stock or any other ownership interest (including, without limitation, any phantom interest), of Parent or any Parent Subsidiary, other than the issuance of shares of Parent common stock pursuant to the exercise of stock options granted pursuant to the Parent Stock Plans, or (ii) any material property or material assets of Parent or any Parent Subsidiary, except providing products and shall cause each of its Subsidiaries to, carry on its business services in the ordinary course of business consistent with past practice. In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.1(b) of the Parent Disclosure Letter or as specifically required by this Agreement or Law, Parent shall not without the Company’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned):; (i) an acquisition (1including, without limitation, by merger, consolidation, or acquisition of stock or assets) of any interest in any corporation, partnership, other business organization or person or any division thereof which would be considered a "Significant Subsidiary" of the Parent (after taking into effect the Merger); (ii) except in connection with an acquisition permitted pursuant to the foregoing clause (i), incur any material indebtedness for borrowed money or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any person which are material to the Parent (other than Parent and Parent Subsidiaries) for borrowed money or make any loans or advances, material to the business, assets, liabilities, financial condition or results of operations of Parent and the Parent Subsidiaries, taken as a whole, other than borrowings under the Parent's credit facility for use in operating the business; or (iii) enter into or amend any contract, agreement, commitment or arrangement in which the Parent is obligated to perform and, if fully performed, would not be permitted under this Section 6.09(c); (d) declare, set aside aside, make or pay any dividends ondividend or other distribution, or make any other distributions (whether payable in cash, stock stock, property or property) in otherwise, with respect of, to any of its capital stock or other equity interestsstock, except for the payment by that any Parent of quarterly cash Subsidiary may pay dividends on shares of or make other distributions to Parent Common Stock with customary declaration, record and payment dates in accordance with Parent’s current dividend policy, or any other Parent Subsidiary; (2e) splitreclassify, combine, split or reclassify subdivide any of its capital stock or other equity or voting interests, or issue any other securities in respect of, in lieu of, or in substitution for shares of its capital stock or other equity or voting interestsstock; (iif) purchaseamend or change the period (or permit any acceleration, redeem, amendment or otherwise acquire any shares change) of capital stock or any other equity securities exercisability of options granted under the Parent or any securities convertible into or exchangeable for such shares of capital stock Stock Plans or other equity securities options and warrants or take any options, warrants, calls, or rights action to acquire reprice any such shares or other equity securities, other than (1) the acquisition by Parent of shares of Parent Common Stock in connection with the surrender of shares of Parent Common Stock by holders of Parent Stock Options in order to pay the exercise price thereof, (2) the withholding of shares of Parent Common Stock to satisfy tax obligations or the purchase price payable with respect to awards granted pursuant to Parent’s employee benefit plans, (3) the acquisition by Parent of shares subject to awards granted pursuant to Parent’s employee benefit plans in connection with the net settlement or forfeiture of such awards options and (4) repurchases pursuant to Parent’s publicly disclosed stock buyback program in amounts not exceeding the amounts authorized by Parent’s Board of Directors as of the date hereofwarrants; (iiig) amend or otherwise change, or authorize or propose to amend or otherwise change, its certificate of incorporation or by-laws in a manner that could reasonably be expected to adversely affect the consummation of the transactions contemplated by this Agreement or adversely affect in any material respect the rights of holders of the Parent Common Stock; (iv) adopt or enter into a plan of complete any formal or partial liquidation, dissolution, restructuring, recapitalization informal agreement or other reorganization other than such transactions among wholly-owned Subsidiaries of Parent; (v) except as required by GAAP, change its fiscal year, or otherwise make any material changes in financial accounting methods, principles, commitment to do any of the foregoing or practices; or (vi) take any action (or omit to take any action) if such action (or omission) which would reasonably be expected to result in any of the conditions to the Mergers merger set forth in Article VI herein not being satisfied by the Outside Date; orsatisfied. (viih) authorize any of, or commit, resolve or agree to take any of, action resulting in the foregoing actionsdelisting of Parent from the Amex; and (i) take any action resulting in a Parent Material Adverse Effect.

Conduct of Business by Parent. During the period The Parent covenants and agrees that, from the date of this Agreement to the Effective Time, except as consented to in writing in advance by the Company or as otherwise specifically required by this Agreement or Law, Parent shall, and shall cause each of its Subsidiaries Merger Sub to, carry on its conduct their business in the usual, regular and ordinary course of business consistent with past practicein substantially the same manner as previously conducted. In addition to addition, and without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.1(b) Parent shall not, and shall not permit Merger Sub to, do any of the Parent Disclosure Letter or as specifically required by this Agreement or Law, Parent shall not following without the Company’s prior written consent of the Company (such which consent shall not to be unreasonably withheld, delayed withheld or conditioneddelayed): (i) (1A) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property) in respect of, any of its capital stock or other equity interestsstock, except for the payment by Parent of quarterly cash dividends on shares of Parent Common Stock with customary declaration, record and payment dates in accordance with Parent’s current dividend policy, or (2B) split, combine, combine or reclassify any of its capital stock or other equity issue or voting interests, or issue authorize the issuance of any other securities in respect of, in lieu of, of or in substitution for shares of its capital stock or other equity or voting interests; stock, (iiC) purchase, redeem, redeem or otherwise acquire any shares of capital stock or any other equity securities of Parent thereof or any securities convertible into rights, warrants or exchangeable for such shares of capital stock or other equity securities or any options, warrants, calls, or rights options to acquire any such shares or other equity securities, other than securities or (1) the acquisition by Parent of shares of Parent Common Stock in connection with the surrender of shares of Parent Common Stock by holders of Parent Stock Options in order to pay the exercise price thereof, (2) the withholding of shares of Parent Common Stock to satisfy tax obligations or the purchase price payable with respect to awards granted pursuant to Parent’s employee benefit plans, (3) the acquisition by Parent of shares subject to awards granted pursuant to Parent’s employee benefit plans in connection with the net settlement or forfeiture of such awards and (4) repurchases pursuant to Parent’s publicly disclosed stock buyback program in amounts not exceeding the amounts authorized by Parent’s Board of Directors as of the date hereof; (iii) amend or otherwise change, or authorize or propose to amend or otherwise change, its certificate of incorporation or by-laws in a manner that could reasonably be expected to adversely affect the consummation of the transactions contemplated by this Agreement or adversely affect in any material respect the rights of holders of the Parent Common Stock; (ivD) adopt or enter into a plan of complete or partial liquidation, dissolution, restructuringmerger, recapitalization consolidation, recapitalization, or other reorganization of, or alter through merger, liquidation, reorganization or restructuring or in any other fashion its corporate structure; (ii) issue, deliver, sell or grant (A) any shares of its capital stock, (B) any securities convertible into or exchangeable for, or any options, warrants or rights to acquire, any such shares of its capital stock, or (C) any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock-based performance units; (iii) amend the Parent Charter, the Parent Bylaws or the comparable organizational documents of Merger Sub, other than as contemplated herein; (iv) sell, transfer, deliver, lease, license, sublicense, mortgage, pledge, encumber or otherwise dispose of (in whole or in part), or create, incur, assume or subject any lien on, any of its assets (including any Parent Intellectual Property) other than (A) in the ordinary course of business consistent with past practice, but in no event shall such transactions among wholly-owned Subsidiaries dispositions exceed $50,000 individually or $100,000 in the aggregate, or (B) pursuant to the terms of Parentcontracts entered into as of the date of this Agreement, which shall be disclosed on the Parent Disclosure Letter; (v) enter into or amend any contract, transaction, indebtedness or other arrangement in which any of its directors or other affiliates, or any of their respective affiliates or family members have a direct or indirect financial interest; (vi) (A) grant to any employee, executive officer or director of Parent any increase in compensation, (B) grant to any employee, executive officer or director of Parent any increase in severance or termination pay, (C) enter into any employment, consulting, indemnification, severance or termination agreement with any employee, executive officer or director of Parent, (D) establish, adopt, enter into or amend in any respect any collective bargaining agreement, any other agreement or commitment to or relating to any labor union, or (E) make any determinations under any collective bargaining agreement, any other agreement or commitment to or relating to any labor union or any Parent Benefit Plan; (vii) make any change in accounting methods, principles or practices affecting its reported consolidated assets, liabilities or results of operations, except insofar as may have been required by a change in GAAP; (viii) (A) incur any indebtedness for borrowed money or guarantee any such indebtedness of another person, change its fiscal yearissue or sell any debt securities or warrants or other rights to acquire any debt securities, guarantee any debt securities of another person, enter into any “keep well” or other agreement to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing, or (B) make any loans, advances or capital contributions to, or investments in, any other person; (ix) make or agree to make any new capital expenditure or expenditures; (x) make any material changes in financial accounting methodsTax election, principlessettle or compromise any material Tax liability or refund or file any amended Tax Return; (xi) enter into any transaction with, or practicesenter into any agreement, arrangement or understanding with any of Parent’s affiliates that would be required to be disclosed pursuant to Item 404 of SEC Regulation S-B; or (vixii) take any action (take, authorize or omit to take any action) if such action (or omission) would reasonably be expected to result in any of the conditions to the Mergers set forth in Article VI not being satisfied by the Outside Date; or (vii) authorize any of, or commit, resolve commit or agree to take any of, the foregoing actions.

Conduct of Business by Parent. During the period from the date Agreement Date and continuing until the earlier of (i) the termination of this Agreement to Agreement, (ii) the Effective TimeTime and (iii) with respect to clause (c) below, except the applicable Restriction Date (as consented to defined in writing in advance by the Company or as otherwise specifically required by this Agreement or Law, Schedule 6.23(c)) Parent shallshall not, and it shall cause each of its Subsidiaries not to, carry on its business in the ordinary course of business consistent with past practice. In addition to and without limiting the generality do any of the foregoing, during the period from the date of this Agreement following (except to the Effective Time, except as set forth in Section 5.1(b) of the Parent Disclosure Letter extent expressly provided otherwise herein or as specifically required consented to in advance in writing by this Agreement or Lawthe Company, Parent which consent shall not without the Company’s prior written consent (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed): (ia) amend the Parent Organizational Documents; (1b) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property) in respect of, any of its capital stock or stock, other equity interestsinterests or voting securities, except for the payment other than dividends and distributions by Parent of quarterly cash dividends on shares a direct or indirect wholly-owned subsidiary of Parent Common Stock with customary declaration, record to Parent and payment dates in accordance with Parent’s current stock dividend policysubject to Section 2.10, or (2ii) splitrepurchase, combineredeem or otherwise acquire, or reclassify offer to repurchase, redeem or otherwise acquire, any capital stock or voting securities of, or Equity Interests in, Parent or any of its capital stock or other equity or voting interests, or issue any other securities in respect of, in lieu of, or in substitution for shares of its capital stock or other equity or voting interests; (ii) purchase, redeem, or otherwise acquire any shares of capital stock Subsidiaries or any other equity securities of Parent or any securities of its Subsidiaries convertible into or exchangeable for such shares of capital stock or other equity voting securities of, or Equity Interest in, Parent or any optionsof its Subsidiaries, or any warrants, calls, options or other rights to acquire any such shares capital stock, voting securities or other equity securities, other than (1) the acquisition by Parent of shares of Parent Common Stock in connection with the surrender of shares of Parent Common Stock by holders of Parent Stock Options in order to pay the exercise price thereof, (2) the withholding of shares of Parent Common Stock to satisfy tax obligations or the purchase price payable with respect to awards granted pursuant to Parent’s employee benefit plans, (3) the acquisition by Parent of shares subject to awards granted pursuant to Parent’s employee benefit plans in connection with the net settlement or forfeiture of such awards and (4) repurchases pursuant to Parent’s publicly disclosed stock buyback program in amounts not exceeding the amounts authorized by Parent’s Board of Directors as of the date hereofEquity Interests; (iiic) amend or otherwise change, or authorize or propose to amend or otherwise change, its certificate of incorporation or by-laws in a manner take any action set forth on Schedule 6.23(c); (d) take any action that could reasonably be expected to adversely affect prevent the consummation Merger from qualifying as a “reorganization” under Section 368(a) of the transactions contemplated by Code; provided, however, that neither Parent nor either of the Merger Sub shall be deemed to have breached this Agreement covenant as a result of a decline in the value of Parent Class A Common Stock prior to the Closing (for any reason or adversely affect for no reason) that results in any material respect the rights of holders failure of the Parent Common Stock; (ivMerger, taken together, to qualify as a “reorganization” within the meaning of Section 368(a) adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization other than such transactions among wholly-owned Subsidiaries of Parent; (v) except as required by GAAP, change its fiscal year, or make any material changes in financial accounting methods, principles, or practicesthe Code; or (vie) take any action (agree, resolve or omit commit to take any action) if such action (or omission) would reasonably be expected to result in do any of the conditions to the Mergers set forth in Article VI not being satisfied by the Outside Date; or (vii) authorize any of, or commit, resolve or agree to take any of, the foregoing actionsforegoing.

Conduct of Business by Parent. During the period from the date of this Agreement to and continuing until the Effective Time, except as consented to in writing in advance by earlier of the Company or as otherwise specifically required by termination of this Agreement or Lawin accordance with its terms and the occurrence of the Closing, Parent shall, and shall cause each other than as a result of its Subsidiaries toor in connection with a COVID-19 Response, carry on its business in the ordinary course consistent with past practice and in accordance with Legal Requirements, except to: (a) the extent that the Company shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed); or (b) as expressly contemplated by this Agreement (including as contemplated by the PIPE Investment, the Sponsor Letter Agreement and the Domestication) or Schedule 5.2 of the Parent Disclosure Letter. Without limiting the generality of the foregoing, except as required or expressly permitted by the terms of this Agreement or Schedule 5.2 of the Parent Disclosure Letter or as required by Legal Requirements or as a result of or in connection with a COVID-19 Response, without the prior written consent of the Company, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with its terms and the occurrence of the Closing, Parent shall not do any of the following: (a) declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock (or warrant) or split, combine or reclassify any capital stock (or warrant), effect a recapitalization or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock or warrant, or effect any like change in capitalization; (b) purchase, redeem or otherwise acquire, directly or indirectly, any equity securities of Parent; (c) other than in connection with the PIPE Investment, grant, issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, or subscriptions, rights, warrants or options to acquire any shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, or enter into other agreements or commitments of any character obligating it to issue any such shares of capital stock or equity securities or convertible or exchangeable securities; (d) amend its Governing Documents or form or establish any Subsidiary; (e) (i) merge, consolidate or combine with any Person; or (ii) acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, or enter into any joint ventures, strategic partnerships or alliances; (f) (i) incur any Indebtedness or guarantee any such Indebtedness of another Person or Persons; (ii) issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Parent, as applicable, enter into any “keep well” or other agreement to maintain any financial statement condition; or (iii) enter into any arrangement having the economic effect of any of the foregoing, in each case, except in the ordinary course of business consistent with past practice. In addition ; provided, however, that Parent shall be permitted to incur Indebtedness from its Affiliates (including the Sponsors) and without limiting shareholders in order to meet its reasonable capital requirements, with any such loans to be made only as reasonably required by the generality operation of the foregoing, during the period from the date of this Agreement to the Effective Time, except Parent in due course on a non-interest basis and otherwise on terms and conditions as set forth in Section 5.1(b) of the Parent Disclosure Letter or as specifically required by this Agreement or Law, Parent shall not without the Company’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned): (i) (1) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property) in respect of, any of its capital stock or other equity interests, except for the payment by Parent of quarterly cash dividends on shares of Parent Common Stock with customary declaration, record and payment dates in accordance with Parent’s current dividend policy, or (2) split, combine, or reclassify any of its capital stock or other equity or voting interests, or issue any other securities in respect of, in lieu of, or in substitution for shares of its capital stock or other equity or voting interestsSEC Reports; (ii) purchase, redeem, or otherwise acquire any shares of capital stock or any other equity securities of Parent or any securities convertible into or exchangeable for such shares of capital stock or other equity securities or any options, warrants, calls, or rights to acquire any such shares or other equity securities, other than (1) the acquisition by Parent of shares of Parent Common Stock in connection with the surrender of shares of Parent Common Stock by holders of Parent Stock Options in order to pay the exercise price thereof, (2) the withholding of shares of Parent Common Stock to satisfy tax obligations or the purchase price payable with respect to awards granted pursuant to Parent’s employee benefit plans, (3) the acquisition by Parent of shares subject to awards granted pursuant to Parent’s employee benefit plans in connection with the net settlement or forfeiture of such awards and (4) repurchases pursuant to Parent’s publicly disclosed stock buyback program in amounts not exceeding the amounts authorized by Parent’s Board of Directors as of the date hereof; (iii) amend or otherwise change, or authorize or propose to amend or otherwise change, its certificate of incorporation or by-laws in a manner that could reasonably be expected to adversely affect the consummation of the transactions contemplated by this Agreement or adversely affect in any material respect the rights of holders of the Parent Common Stock; (iv) adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization other than such transactions among wholly-owned Subsidiaries of Parent; (vg) except as required by GAAPU.S. GAAP (or any interpretation thereof) or Legal Requirements, change its fiscal year, or make any material changes change in financial accounting methods, principles, principles or practices; (i) settle or compromise any Tax claim; or (ii) change (or request to change) any method of accounting for Tax purposes; (iii) file any amended Tax Return; (iv) waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of Taxes may be issued (other than any extension pursuant to an extension to file any Tax Return); (v) knowingly surrender any claim for a refund of Taxes; (vi) take enter into any action “closing agreement” as described in Section 7121 of the Code (or omit to take any actionsimilar Legal Requirement) if such action (with any Governmental Entity; or omission) would reasonably be expected to result in any of the conditions to the Mergers set forth in Article VI not being satisfied by the Outside Date; or (vii) authorize make, change or revoke any of, Tax election; (i) create any Liens on any material property or commit, resolve or agree to take any of, the foregoing actions.material assets of Parent;

Conduct of Business by Parent. During the period Pending Closing. Parent covenants and agrees with GreenHunter that, from the date of this Agreement to until the Effective Time, except as consented to in writing in advance by the Company or as otherwise specifically required by this Agreement or Law, Parent shall, and shall cause each of its Subsidiaries to, carry on the Parent Companies will conduct its business only in the ordinary and usual course of business consistent with past practicepractices. In addition to Notwithstanding the preceding sentence, Parent covenants and without limiting the generality of the foregoingagrees with GreenHunter that, during the period except as specifically contemplated in this Agreement, from the date of this Agreement to until the Effective Time, without the prior written consent of GreenHunter, except as set forth in Section 5.1(bon the Parent Disclosure Schedule: (a) None of the Parent Disclosure Letter or as specifically required by this Agreement or Law, Parent shall not without the Company’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned): Companies will (i) amend its certificate or articles of incorporation, bylaws or other organizational documents; (1ii) split, combine or reclassify any of its outstanding capital stock; (iii) declare, set aside or pay any dividends on, or make any other distributions (whether payable in cash, stock property or propertysecurities) in with respect of, any of to its capital stock stock; (iv) issue, sell or agree to issue or sell any securities or other equity interests, except including its capital stock, any rights, options or warrants to acquire its capital stock, or securities convertible into or exchangeable or exercisable for the payment by Parent of quarterly cash dividends on its capital stock (other than shares of Parent Common Stock with customary declarationissued pursuant to the exercise of any Parent Warrant outstanding on the date of this Agreement), record other than an equity financing of up to $7.5 million on terms that are approved by the Board of Directors of Parent and payment dates in accordance with Parent’s current dividend policyat a price per share that is not less 70% of the average historic trading price of Parent Common Stock during the 45 day period prior to such financing; (v) purchase, cancel, retire, redeem or (2) split, combine, or reclassify otherwise acquire any of its outstanding capital stock or other securities or other equity interests; (vi) merge or voting interestsconsolidate with, or issue transfer all or substantially all of its assets to, any other securities Person; (vii) liquidate, wind-up or dissolve (or suffer any liquidation or dissolution); or (viii) enter into any contract, agreement, commitment or arrangement with respect to any of the foregoing. (b) None of the Parent Companies will (i) acquire any corporation, partnership or other business entity or any interest therein having an acquisition price in respect ofexcess of $7.5 million, in lieu of, individually or in substitution for shares the aggregate; (ii) sell, lease or sublease, transfer or otherwise dispose of its or mortgage, pledge or otherwise encumber any asset having a value in excess of $7.5 million, individually or in the aggregate; (iii) sell, transfer or otherwise dispose of or mortgage, pledge or otherwise encumber any securities of any other Person (including any capital stock or other securities or equity interest in any Parent Subsidiary); (iv) organize or voting interestsform any subsidiary, or make any material loans, advances or capital contributions to, or investments in, any Person (other than loans or advances in the ordinary course of business) in an aggregate amount in excess of $500,000, individually or in the aggregate; (v) enter into any Parent Material Agreement or any other agreement not terminable by any of the Parent Companies upon notice of 30 days or less and without penalty or other obligation; or (vii) enter into any contract, agreement, commitment or arrangement with respect to any of the foregoing. (c) None of the Parent Companies will (i) incur any indebtedness for borrowed money other than under trade credit vendor lines not exceeding $7.5 million individually or in the aggregate; (ii) incur any other obligation or liability (other than liabilities incurred in the ordinary course of business); (iii) assume, endorse (other than endorsements of negotiable instruments in the ordinary course of business), guarantee or otherwise become liable or responsible (whether directly, contingently or otherwise) for the liabilities or obligations of any other Person in an amount in excess of $500,000 individually or in the aggregate; or (iv) enter into any contract, agreement, commitment or arrangement with respect to any of the foregoing. (d) None of the Parent Companies will (i) enter into, or otherwise become liable or obligated under or pursuant to: (1) any employee benefit, pension or other plan (whether or not subject to ERISA), (2) any other stock option, stock purchase, incentive or deferred compensation plan or arrangement or other fringe benefit plan, except pursuant to any Parent Employee Benefit Plan or any other plan, agreement or arrangement described in the Parent Disclosure Schedule, or (3) any consulting, employment, severance, termination or similar agreement with any Person, or amend or extend any such plan, arrangement or agreement; (ii) except for payments made pursuant to any Parent Employee Benefit Plan or any other plan, agreement or arrangement described in the Parent Disclosure Schedule, grant, or otherwise become liable for or obligated to pay, any severance or termination payment, bonus or increase in compensation or benefits (other than payments, bonuses or increases that are mandated by the terms of agreements existing as of the date hereof or that are paid in the ordinary course of business, consistent with past practices, and not individually or in the aggregate material in amount) to, or forgive any indebtedness of, any employee or consultant of any of the Parent Companies; or (iii) enter into any contract, agreement, commitment or arrangement to do any of the foregoing. (e) None of the Parent Companies will create, incur, assume or permit to exist any Lien on any of its assets, except for Permitted Encumbrances. (f) The Parent Companies will (i) keep and maintain accurate books, records and accounts; (ii) maintain in full force and effect the policies or binders of insurance described in Section 4.22; (iii) pay all Taxes, assessments and other governmental charges imposed upon any of their assets or with respect to their franchises, business, income or assets before any penalty or interest accrues thereon; (iv) pay all material claims (including claims for labor, services, materials and supplies) that have become due and payable and which by law have or may become a Lien upon any of their assets prior to the time when any penalty or fine shall be incurred with respect thereto or any such Lien shall be imposed thereon; and (v) comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority, obtain or take all Governmental Actions necessary in the operation of their businesses, and comply with and enforce the provisions of all Parent Material Agreements, including paying when due all rentals, royalties, expenses and other liabilities relating to their businesses or assets; provided, however, that the Parent Companies may contest the imposition of any such Taxes, assessments and other governmental charges, any such claim, or the requirements of any applicable law, rule, regulation or order or any Parent Material Agreement if done so in good faith by appropriate proceedings and if adequate reserves are established in accordance with GAAP. (g) The Parent Companies will at all times preserve and keep in full force and effect their corporate existence and rights and franchises material to their performance under this Agreement, except where the failure to do so would not have a Material Adverse Effect on Parent. (h) None of the Parent Companies will: (i) engage in any practice, take any action or permit by inaction any of the representations and warranties contained in Article 4 to become untrue, except as specifically permitted under other provisions of this Section 5.1(h); (ii) purchaseapprove or implement budgets for general and administrative expenses of the Parent Companies (including salary, redeembonuses, general operating and overhead expenses) or budgets for Capital Expenditures of the Parent Companies, or otherwise acquire incur expenses or disburse funds for any shares of capital stock or any other equity securities of Parent or any securities convertible into or exchangeable for such shares of capital stock or other equity securities or any options, warrants, calls, or rights to acquire any such shares or other equity securities, other than (1) the acquisition by Parent of shares of Parent Common Stock in connection with the surrender of shares of Parent Common Stock by holders of Parent Stock Options in order to pay the exercise price thereof, (2) the withholding of shares of Parent Common Stock to satisfy tax obligations or the purchase price payable with respect to awards granted purposes except pursuant to Parent’s employee benefit plansthe budgets which have been disclosed to GreenHunter or revisions to such budgets which are approved by GreenHunter, such approval not to be unreasonably withheld (3) the acquisition by any budgets which have been disclosed to GreenHunter or modifications thereto which are approved as required herein are referred to as “Approved Parent of shares subject to awards granted pursuant to Parent’s employee benefit plans in connection with the net settlement or forfeiture of such awards and (4) repurchases pursuant to Parent’s publicly disclosed stock buyback program in amounts not exceeding the amounts authorized by Parent’s Board of Directors as of the date hereofBudgets”); (iii) amend except to the extent already included in an Approved Parent Budget, enter into any agreements or otherwise changeother arrangements with respect to, or authorize make any payments, incur any expenses or propose disburse any funds for any Capital Project, the completion or full capitalization of which can reasonably be expected to amend require the Parent Companies to expend, in the aggregate, in excess of $2.5 million; (iv) make any Capital Expenditure or otherwise changegeneral and administrative expense payment which exceeds by more than 20 percent the amount set forth in the appropriate line item for such expenditure in an Approved Parent Budget. (i) None of Parent or any of its Affiliates will take, its certificate of incorporation cause or by-laws in a manner permit to be taken any action that could reasonably be expected to adversely affect pose a material risk to the consummation status of the transactions contemplated by this Agreement or adversely affect in any material respect Merger as a "reorganization" within the rights meaning of holders of the Parent Common Stock; (iv) adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization other than such transactions among wholly-owned Subsidiaries of Parent; (v) except as required by GAAP, change its fiscal year, or make any material changes in financial accounting methods, principles, or practices; or (vi) take any action (or omit to take any action) if such action (or omission) would reasonably be expected to result in any of the conditions to the Mergers set forth in Article VI not being satisfied by the Outside Date; or (vii) authorize any of, or commit, resolve or agree to take any of, the foregoing actionsCode section 368(a).

Conduct of Business by Parent. During Except for matters set forth in the period Parent Disclosure Letter or otherwise contemplated by the Transaction Agreements, from the date of this Agreement to the Effective Time Parent shall, and shall cause Sub to, conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted. In addition, and without limiting the generality of the foregoing, except as contemplated by the Transaction Agreements, from the date of this Agreement to the Effective Time, except as consented to in writing in advance by the Company or as otherwise specifically required by this Agreement or Law, Parent shallshall not, and shall cause each of its Subsidiaries not permit Sub to, carry on its business in the ordinary course of business consistent with past practice. In addition to and without limiting the generality do any of the foregoing, during the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.1(b) of the Parent Disclosure Letter or as specifically required by this Agreement or Law, Parent shall not following without the Company’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned):of the Company: (i) (1A) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property) in respect of, any of its capital stock (in the case of Parent) or other equity interestsmembership interests (in the case of Sub), except for the payment by Parent of quarterly cash dividends on shares of Parent Common Stock with customary declaration, record and payment dates in accordance with Parent’s current dividend policy, or (2B) split, combine, combine or reclassify any of its capital stock (in the case of Parent) or other equity or voting interests, membership interests (in the case of Sub) or issue or authorize the issuance of any other securities in respect of, in lieu of, of or in substitution for shares of its capital stock (in the case of Parent) or other equity or voting interests; membership interests (iiin the case of Sub), (C) purchase, redeem, redeem or otherwise acquire any shares of capital stock (in the case of Parent) or membership interests (in the case of Sub) or any other equity securities of Parent thereof or any securities convertible into rights, warrants or exchangeable for such shares of capital stock or other equity securities or any options, warrants, calls, or rights options to acquire any such shares or other equity securities, other than securities or (1) the acquisition by Parent of shares of Parent Common Stock in connection with the surrender of shares of Parent Common Stock by holders of Parent Stock Options in order to pay the exercise price thereof, (2) the withholding of shares of Parent Common Stock to satisfy tax obligations or the purchase price payable with respect to awards granted pursuant to Parent’s employee benefit plans, (3) the acquisition by Parent of shares subject to awards granted pursuant to Parent’s employee benefit plans in connection with the net settlement or forfeiture of such awards and (4) repurchases pursuant to Parent’s publicly disclosed stock buyback program in amounts not exceeding the amounts authorized by Parent’s Board of Directors as of the date hereof; (iii) amend or otherwise change, or authorize or propose to amend or otherwise change, its certificate of incorporation or by-laws in a manner that could reasonably be expected to adversely affect the consummation of the transactions contemplated by this Agreement or adversely affect in any material respect the rights of holders of the Parent Common Stock; (ivD) adopt or enter into a plan of complete or partial liquidation, dissolution, restructuringmerger, recapitalization consolidation, recapitalization, or other reorganization of Parent or Sub, or alter through merger, liquidation, reorganization or restructuring or in any other than such transactions among wholly-owned Subsidiaries fashion the corporate structure or ownership of ParentParent or Sub; (vii) except as required by GAAPissue, change deliver, sell or grant (A) any shares of its fiscal yearcapital stock (in the case of Parent) or any of its membership interests (in the case of Sub), (B) any Voting Parent Debt or other voting securities, (C) any securities convertible into or exchangeable for, or make any material changes in financial accounting methodsoptions, principleswarrants or rights to acquire, any such shares, Voting Parent Debt, voting securities or practicesconvertible or exchangeable securities or (D) any "phantom" stock, "phantom" stock rights, stock appreciation rights or stock-based performance units; or (viiii) take any action (or omit to take any action) if such action (or omission) would reasonably be expected to result in any of amend the conditions to the Mergers set forth in Article VI not being satisfied by the Outside Date; or (vii) authorize any of, or commit, resolve or agree to take any ofParent Charter, the foregoing actions.Parent By-laws or the comparable organizational documents of Sub;

Conduct of Business by Parent. During Except for matters set forth in Section 5.2 of the period Parent Disclosure Schedule or otherwise as expressly contemplated by this Agreement or as required by applicable Law, from the date of this Agreement to the Effective Time, except as consented to in writing in advance by the Company or as otherwise specifically required by this Agreement or Law, Parent shallwill, and shall will cause each of its Subsidiaries to, carry on conduct its business in the ordinary course of business consistent with past practicepractice and, to the extent consistent therewith, use commercially reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and employees and maintain its relationships with customers, suppliers, licensors and others having business dealings with them. In addition to addition, and without limiting the generality of the foregoing, during except for matters set forth in Section 5.2 of the period Parent Disclosure Schedule or otherwise expressly contemplated by this Agreement or as required by applicable Law, from the date of this Agreement to the Effective Time, except as set forth in Section 5.1(b) Parent will not, and will not permit any of its Subsidiaries to, do any of the Parent Disclosure Letter or as specifically required by this Agreement or Law, Parent shall not following without the Company’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned):of the Company: (ia) (1i) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property) in respect of, any of its capital stock stock, other than dividends and distributions by a direct or other equity interests, except for the payment by Parent of quarterly cash dividends on shares indirect wholly owned Subsidiary of Parent Common Stock with customary declarationto its parent company, record and payment dates in accordance with Parent’s current dividend policy, or (2ii) split, combine, combine or reclassify any of its capital stock or other equity issue or voting interests, or issue authorize the issuance of any other securities in respect of, in lieu of, of or in substitution for shares of its capital stock stock, or other equity or voting interests; (iiiii) purchase, redeem, redeem or otherwise acquire any shares of capital stock or any other equity securities of Parent or any securities convertible into or exchangeable for such shares of capital stock or other equity securities its Subsidiaries or any optionsother securities thereof or any rights, warrants, calls, warrants or rights options to acquire any such shares or other equity securities; (b) issue, deliver, sell or grant (i) any shares of its capital stock or other voting securities, (ii) any securities convertible into or exchangeable for, or any options, warrants or rights to acquire, any such shares, voting securities or convertible or exchangeable securities, or (iii) any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock-based performance units, other than (1A) the acquisition by Parent of shares issuance of Parent Common Stock in connection with pursuant to the surrender exercise or settlement of shares any equity award granted prior to the date hereof and (B) the issuance of equity awards to directors, officers and employees of Parent Common Stock by holders or its Subsidiaries in the ordinary course of Parent Stock Options business consistent in order to pay the exercise price thereof, (2) the withholding of shares of Parent Common Stock to satisfy tax obligations or the purchase price payable all material respects with respect to awards granted pursuant to Parent’s employee benefit plans, (3) the acquisition by Parent of shares subject to awards granted pursuant to Parent’s employee benefit plans in connection with the net settlement or forfeiture of such awards and (4) repurchases pursuant to Parent’s publicly disclosed stock buyback program in amounts not exceeding the amounts authorized by Parent’s Board of Directors as of the date hereofpast practice; (iiic) (i) amend any charter or otherwise change, or authorize or propose to amend or otherwise change, its certificate organizational documents of incorporation or by-laws any Subsidiary of Parent in a any manner that could reasonably be expected to adversely affect the consummation of the transactions contemplated by this Agreement or adversely affect in any material respect the rights of holders of the Parent Common Stock; (iv) adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization other than such transactions among wholly-owned Subsidiaries of Parent; (v) except as required by GAAP, change its fiscal year, or make any material changes in financial accounting methods, principles, or practices; or (vi) take any action (or omit to take any action) if such action (or omission) would reasonably be expected to result have an adverse effect on any shareholder of Parent or (ii) amend the Parent Charter Documents; (d) make any change in accounting methods, principles or practices materially affecting the reported consolidated assets, liabilities or results of operations of Parent or any of its Subsidiaries, except insofar as may have been required by a change in GAAP; (e) enter into any new line of business outside of the conditions to the Mergers set forth in Article VI not being satisfied by the Outside Dateexisting business of Parent or its Subsidiaries; or (viif) authorize any of, or commit, resolve commit or agree to take any of, the foregoing actions. Nothing contained in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct the operations of Parent or any of its Subsidiaries prior to the Effective Time. Prior to the Effective Time, Parent will exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Conduct of Business by Parent. During Except as set forth in Section 4.01(b) of the Parent Disclosure Letter, except as otherwise contemplated by this Agreement or except as consented to in writing by the Company, during the period from the date of this Agreement to the Effective Time, except as consented to in writing in advance by the Company or as otherwise specifically required by this Agreement or Law, Parent shall, and shall cause each of its Subsidiaries to, carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and as it is currently proposed to be conducted and in compliance in all material respects with all applicable Laws and, to the extent consistent therewith, use reasonable best efforts to preserve intact its current business organizations, keep available the services of its current officers and employees and preserve its material relationships with customers, suppliers, licensors, licensees, distributors and others having business consistent dealings with past practiceit. In addition to and without Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except as contemplated by this Agreement or as set forth in Section 5.1(b4.01(b) of the Parent Disclosure Letter Letter, or as specifically required otherwise approved in writing by this Agreement or Lawthe Company, Parent shall not without the Company’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned):not: (i) (1A) declareadjust, set aside split, combine or reclassify the Parent Common Stock, (B) make, declare or pay any dividends dividend or distribution on, or, directly or make any other distributions (whether in cashindirectly, stock redeem, purchase or property) in respect ofotherwise acquire, any of its capital stock or other equity interests, except for the payment by Parent of quarterly cash dividends on shares of Parent Common Stock with customary declarationor any securities or obligations convertible into or exchangeable for any shares of Parent Common Stock, record and payment dates in accordance with Parent’s current dividend policy(C) grant any person any right or option to acquire any shares of Parent Common Stock, (D) issue, deliver or sell or agree to issue, deliver or sell any additional shares of Parent Common Stock or any securities or obligations convertible into or exchangeable or exercisable for any shares of Parent Common Stock or such securities, or (2E) splitenter into any agreement, combineunderstanding or arrangement with respect to the sale, voting, registration or reclassify any repurchase of its capital stock or other equity or voting interests, or issue any other securities in respect of, in lieu of, or in substitution for shares of its capital stock or other equity or voting interestsParent Common Stock; (ii) purchasedirectly or indirectly, redeemsell, transfer, lease, pledge, mortgage, encumber or otherwise acquire dispose of any shares of capital stock its property or any other equity securities of Parent or any securities convertible into or exchangeable for such shares of capital stock or other equity securities or any options, warrants, calls, or rights to acquire any such shares or other equity securities, other than (1) the acquisition by Parent of shares of Parent Common Stock in connection with the surrender of shares of Parent Common Stock by holders of Parent Stock Options in order to pay the exercise price thereof, (2) the withholding of shares of Parent Common Stock to satisfy tax obligations or the purchase price payable with respect to awards granted pursuant to Parent’s employee benefit plans, (3) the acquisition by Parent of shares subject to awards granted pursuant to Parent’s employee benefit plans in connection with the net settlement or forfeiture of such awards and (4) repurchases pursuant to Parent’s publicly disclosed stock buyback program in amounts not exceeding the amounts authorized by Parent’s Board of Directors as of the date hereofassets; (iii) make or propose any changes in its Certificate of Incorporation or Bylaws; (iv) merge or consolidate with any other person; (v) acquire assets or capital stock of any other person; (vi) incur, create, assume or otherwise become liable for any indebtedness for borrowed money or assume, guarantee, endorse or otherwise as an accommodation become responsible or liable for the obligations of any other person; (vii) create any subsidiaries; (viii) enter into, amend or otherwise changemodify any employment, severance, termination or similar agreements or arrangements with, or authorize grant any bonuses, salary increases, severance or propose to termination pay to, any officer, director, consultant or employee, or pay any amounts not otherwise due to, any officer, director, consultant or employee, except as may be required by applicable Laws; (ix) enter into, adopt or amend or otherwise change, its certificate any "employee benefit plan" as defined in Section 3(3) of incorporation or by-laws in a manner ERISA; (x) take any action that could reasonably be expected give rise to adversely affect severance benefits payable to any officer or director of Parent as a result of the consummation of any of the transactions contemplated by this Agreement (including in connection with any post-consummation termination of employment); (xi) change any method or adversely affect principle of Tax or financial accounting, except to the extent required by GAAP or applicable Law; (xii) modify, amend or terminate, or waive, release or assign any material rights or claims with respect to any Contract to which Parent is a party; (xiii) enter into, amend or terminate any confidentiality agreements, standstill agreements or similar arrangements or waive any provisions under any existing confidentiality agreement, standstill agreement or similar arrangements; (xiv) write up, write down or write off the book value of any assets, except as required by GAAP consistently applied or as required by applicable Law; (xv) incur or commit to any capital expenditures; (xvi) take any action that would reasonably be likely to result in (A) any representation or warranty of Parent set forth in Article III becoming not true or not accurate in any material respect the rights of holders of the Parent Common Stock; or (ivB) adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization other than such transactions among wholly-owned Subsidiaries of Parent; (v) except as required by GAAP, change its fiscal year, or make any material changes in financial accounting methods, principles, or practices; or (vi) take any action (or omit to take any action) if such action (or omission) would reasonably be expected to result in any of the conditions to the Mergers condition set forth in Article VI not being satisfied by satisfied; (xvii) enter into or carry out any other transaction other than in the Outside Dateordinary course of business; (xviii) make, revoke or amend any Tax election, settle or compromise any claim or assessment with respect to Taxes, execute or consent to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes or amend any Tax Returns; or (viixix) authorize any of, agree (whether or commit, resolve or agree not in writing) to take any of, of the foregoing actions.

Conduct of Business by Parent. During Except as required by applicable law or regulation and except as otherwise contemplated by this Agreement, until the period from earlier of the date termination of this Agreement to or the Effective Time, except as consented to in writing in advance by the Company or as otherwise specifically required by this Agreement or Law, Parent shall, and cause its subsidiaries to conduct their respective businesses in the ordinary course and consistent with past practices. Except as set forth in Section 5.4 of the Parent Disclosure Schedule, as required by applicable law or regulation and except as otherwise contemplated by this Agreement or except as previously consented to by the Company, in writing, after the date hereof Parent shall cause each not, and shall not permit any of its Subsidiaries subsidiaries to: (A) amend or otherwise change its certificate of incorporation or by-laws, carry on other than to increase the number of authorized shares of Parent Common Stock or Parent preferred stock, or to otherwise implement the terms and conditions of this Agreement, or as permitted by this Agreement; (B) issue, sell, pledge, dispose of, encumber or authorize the issuance, sale, pledge disposition, grant or encumbrance of (i) any shares of its capital stock of any class, or options, warrants, convertible securities or other rights of any kind to acquire shares of such capital stock, or any other ownership interest thereof, other than (x) any issuance in connection with a Qualified Financing, (y) any issuance pursuant to any outstanding security or agreement of Parent, or (z) any issuance or sale pursuant to any plan for or agreement with any officer, director or employee of Parent; or (ii) any of its assets, tangible or intangible, except pursuant to contracts or agreements identified in Parent Disclosure Schedule; (C) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to its capital stock, except, if at all, with respect to shares which may be issued in a Qualified Financing; (D) (i) reclassify, combine, split, or subdivide, directly or indirectly, any of its capital stock, or (ii) redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock, except from any officer, director or employee upon termination of such officer, director or employee; (i) acquire (including, without limitation, for cash or shares of stock, by merger, consolidation, or acquisition of stock or assets) any interest in any corporation, partnership or other business organization or division thereof or any assets, or make any investment either by purchase of stock or securities, contributions of capital or property transfer, or purchase any property or assets of any other person, (ii) incur any indebtedness for borrowed money other than pursuant to agreements disclosed in the Parent Disclosure Schedule, or issue any debt securities other than pursuant to agreements disclosed in the Parent Disclosure Schedule or assume, guarantee or endorse or otherwise as an accommodation become responsible for, the obligations of any person, or make any loans or advances other than pursuant to licensing/development agreements entered into in the ordinary course of Parent's business, consistent with past practice, or (iii) enter into any new Parent Contract not otherwise permitted pursuant to this Agreement; (F) make any capital expenditure or enter into any contract or commitment therefore other than pursuant to licensing/development agreements disclosed in Section 4.6 of the Parent Disclosure Schedule; (G) amend, terminate or extend any Parent Contract; (H) delay or accelerate payment of any account payable or other liability of the Company beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of business consistent with past practice; (I) take any action, or permit any event or condition to occur or exist, which would cause any representation or warranty of Parent to be untrue; or (I) agree, in writing or otherwise, to take or authorize any of the foregoing actions or any action which would make any representation or warranty contained in Article IV untrue or incorrect. In addition Notwithstanding the foregoing, and anything to the contrary in this Agreement, the parties acknowledge and without limiting agree that Parent may negotiate, execute, deliver and perform agreements to establish customary benefit and compensation arrangements for its officers, directors and employees, appoint additional officers or directors and hire new employees and enter into customary agreements with them, enter in to customary arrangements to obtain insurance, enter into formal arrangements concerning its occupancy and use of its current headquarters space in New York, New York, amend, create and adopt such corporate governance policies, procedures, rules and regulations, as may be appropriate in connection with Parent's listing application or SOXA, take actions which are appropriate or necessary to enhance the generality corporate staffing and operations of Parent, and take actions which are appropriate or necessary to memorialize the registration rights of Parent's stockholders as heretofore disclosed to Company's management (each of the foregoing, during a "Permitted Parent Action"), and no such Permitted Parent Action shall be deemed to breach any Parent representation, warranty, covenant or agreement in this Agreement, provided, that no such Permitted Parent Action shall have a material adverse effect on Parent and that Parent shall notify the period from Company of each such Permitted Parent Action. In appointing officers or directors between the date of this Agreement and the Closing Date pursuant to the Effective Time, except as set forth in Section 5.1(b) of the Parent Disclosure Letter or as specifically required by this Agreement or Lawparagraph, Parent shall not without the Company’s prior written consent (such consent not to be unreasonably withheldonly appoint, delayed or conditioned): if any at all, (i) (1) declareindependent directors, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property) in respect of, any of its capital stock or other equity interests, except for the payment by Parent of quarterly cash dividends on shares of Parent Common Stock with customary declaration, record and payment dates in accordance with Parent’s current dividend policy, or (2) split, combine, or reclassify any of its capital stock or other equity or voting interests, or issue any other securities in respect of, in lieu of, or in substitution for shares of its capital stock or other equity or voting interests; (ii) purchaseother directors to replace existing directors, redeem, or otherwise acquire any shares of capital stock or any other equity securities of Parent or any securities convertible into or exchangeable for such shares of capital stock or other equity securities or any options, warrants, calls, or rights to acquire any such shares or other equity securities, other than (1) the acquisition by Parent of shares of Parent Common Stock in connection with the surrender of shares of Parent Common Stock by holders of Parent Stock Options in order to pay the exercise price thereof, (2) the withholding of shares of Parent Common Stock to satisfy tax obligations or the purchase price payable with respect to awards granted pursuant to Parent’s employee benefit plans, (3) the acquisition by Parent of shares subject to awards granted pursuant to Parent’s employee benefit plans in connection with the net settlement or forfeiture of such awards and (4) repurchases pursuant to Parent’s publicly disclosed stock buyback program in amounts not exceeding the amounts authorized by Parent’s Board of Directors as of the date hereof; (iii) amend one or otherwise changemore officers to replace functions currently performed by any officer or officers being replaced. In no event will any contract with any officer be in an amount which individually, or authorize or propose taken together with all other contracts with any such newly appointed officers, in the aggregate, is material to amend or otherwise change, its certificate of incorporation or by-laws in a manner that could reasonably be expected to adversely affect the consummation of the transactions contemplated by this Agreement or adversely affect in any material respect the rights of holders of the Parent Common Stock; (iv) adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization other than such transactions among wholly-owned Subsidiaries of Parent; (v) except as required by GAAP, change its fiscal year, or make any material changes in financial accounting methods, principles, or practices; or (vi) take any action (or omit to take any action) if such action (or omission) would reasonably be expected to result in any of the conditions to the Mergers set forth in Article VI not being satisfied by the Outside Date; or (vii) authorize any of, or commit, resolve or agree to take any of, the foregoing actions.

Conduct of Business by Parent. During the period from the date of this Agreement to the Effective Time, except as consented to in writing in advance by the Company or as otherwise specifically required by this Agreement or Law, Parent shall, and shall cause each of its Subsidiaries to, carry provided on its business in the ordinary course of business consistent with past practice. In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.1(b5.01(b) of the Parent Disclosure Letter or and except as specifically required expressly contemplated by this Agreement or Lawrequired by applicable Laws, Parent shall not, and shall not permit any of its Subsidiaries to, without the Company’s prior written consent (in the case of clause (ii) and (solely with respect to the foregoing clause) (vii), such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed): (i) (1A) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property) in respect of, any of its capital stock stock, other than dividends or other equity interests, except for distributions by a direct or indirect wholly owned Subsidiary of the payment by Parent of quarterly cash dividends on shares of Parent Common Stock with customary declaration, record and payment dates in accordance with Parent’s current dividend policy, Company to its parent or (2B) split, combine, combine or reclassify any of its capital stock or other equity or voting interests, or issue any other securities in respect of, in lieu of, or in substitution for shares of its capital stock or other equity or voting interestsstock; (ii) purchaseexcept for transactions among Parent and one or more of its Subsidiaries or among one or more of Parent’s Subsidiaries, redeemand except in connection with any financing related to the Merger and the other transactions contemplated by this Agreement, issue, deliver, sell, grant, pledge or otherwise acquire encumber or subject to any Lien any shares of its capital stock or stock, any other equity voting securities of Parent or any securities convertible into into, or exchangeable for any rights, warrants or options to acquire, any such shares of capital stock or other equity shares, voting securities or any options, warrants, callsconvertible securities, or any “phantom” stock, “phantom” stock rights, stock appreciation rights to acquire any such shares or other equity securitiesstock-based performance units; provided, other than however, that Parent may (1A) the acquisition by Parent of issue shares of Parent Common Stock (1) in connection with respect of any current or future equity or equity based awards under the surrender of shares of Parent Common Stock by holders of Parent Stock Options in order to pay the exercise price thereofPlans, (2) the withholding of shares of Parent Common Stock in order to satisfy tax obligations finance, or the purchase price payable with respect to awards granted pursuant to Parent’s employee benefit plansas consideration in, acquisitions otherwise permitted by this Agreement, (3) the acquisition by Parent of shares subject to awards granted pursuant to Parent’s employee benefit plans in connection with financing or refinancing transactions related to, or reasonably advisable in connection with, this Agreement and the net settlement or forfeiture of such awards transactions contemplated hereby (including to fund fees and expenses) and (4) repurchases pursuant to Parent’s publicly disclosed outstanding convertible securities, including warrants, (B) grant equity and equity-based awards in the ordinary course of business or (C) pledge or otherwise encumber or subject to any Liens shares of capital stock buyback program of a Subsidiary of Parent in amounts not exceeding connection with financing or refinancing transactions in the amounts authorized ordinary course of business and permitted by Parent’s Board of Directors as of the date hereofthis Agreement; (iii) amend the Parent Charter (other than the Parent Charter Amendment) or otherwise change, the Parent Bylaws or authorize the comparable charter or propose to amend or otherwise change, organizational documents of any of its certificate of incorporation or by-laws Subsidiaries (other than in a manner that could reasonably be expected to adversely affect connection with the consummation of Merger and the other transactions contemplated by this Agreement Agreement) if such amendment would be adverse to Parent or adversely affect in any material respect the rights of Company, or holders of the Company Common Stock who receive Parent Common StockStock in the Merger; (iv) adopt directly or enter into indirectly acquire (A) by merging or consolidating with, or by purchasing all of or a plan substantial equity interest in, or by any other manner, any division, business or equity interest of complete any person or partial liquidation(B) any assets forming part of such a division or business; except in each case, dissolutionthat would not, restructuringor would not reasonably be expected to, recapitalization prevent or other reorganization other than such transactions among wholly-owned Subsidiaries materially impair the ability of ParentParent or Merger Sub to consummate the Merger before the Termination Date; (v) except as required by GAAP, change its fiscal yeartake any action that could, or make fail to take any material changes in financial accounting methodsaction, principlesthe failure of which could, or practices; orreasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; (vi) enter into any other transaction or take any other action (or omit to take any action) if such action (or omission) that would reasonably be expected to result in any of prevent or materially delay or impair Parent’s or Merger Sub’s ability to consummate the conditions to Merger and the Mergers set forth in Article VI not being satisfied other transactions contemplated by the Outside Datethis Agreement; or (vii) authorize any of, or commit, resolve propose or agree to take any of, the foregoing actions.

Conduct of Business by Parent. During Except as required by applicable law or regulation and except as otherwise contemplated by this Agreement, until the period from earlier of the date termination of this Agreement to or the Effective Time, except as consented to in writing in advance by the Company or as otherwise specifically required by this Agreement or Law, Parent shall, and cause its subsidiaries to conduct their respective businesses in the ordinary course and consistent with past practices. Except as set forth in Section 5.4 of the Parent Disclosure Schedule, as required by applicable law or regulation and except as otherwise contemplated by this Agreement or except as previously consented to by the Company, in writing, after the date hereof Parent shall cause each not, and shall not permit any of its Subsidiaries subsidiaries to: (A) amend or otherwise change its certificate of incorporation or by-laws, carry on other than to increase the number of authorized shares of Parent Common Stock or Parent preferred stock, or to otherwise implement the terms and conditions of this Agreement, or as permitted by this Agreement; (B) issue, sell, pledge, dispose of, encumber or authorize the issuance, sale, pledge disposition, grant or encumbrance of (i) any shares of its capital stock of any class, or options, warrants, convertible securities or other rights of any kind to acquire shares of such capital stock, or any other ownership interest thereof, other than (x) any issuance in connection with a Qualified Financing, (y) any issuance pursuant to any outstanding security or agreement of Parent, or (z) any issuance or sale pursuant to any plan for or agreement with any officer, director or employee of Parent; or (ii) any of its assets, tangible or intangible, except pursuant to contracts or agreements identified in Parent Disclosure Schedule; (C) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to its capital stock, except, if at all, with respect to shares which may be issued in a Qualified Financing; (D) (i) reclassify, combine, split, or subdivide, directly or indirectly, any of its capital stock, or (ii) redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock, except from any officer, director or employee upon termination of such officer, director or employee; (E) (i) acquire (including, without limitation, for cash or shares of stock, by merger, consolidation, or acquisition of stock or assets) any interest in any corporation, partnership or other business organization or division thereof or any assets, or make any investment either by purchase of stock or securities, contributions of capital or property transfer, or purchase any property or assets of any other person, (ii) incur any indebtedness for borrowed money other than pursuant to agreements disclosed in the Parent Disclosure Schedule, or issue any debt securities other than pursuant to agreements disclosed in the Parent Disclosure Schedule or assume, guarantee or endorse or otherwise as an accommodation become responsible for, the obligations of any person, or make any loans or advances other than pursuant to licensing/development agreements entered into in the ordinary course of Parent's business, consistent with past practice, or (iii) enter into any new Parent Contract not otherwise permitted pursuant to this Agreement; (F) make any capital expenditure or enter into any contract or commitment therefore other than pursuant to licensing/development agreements disclosed in Section 4.6 of the Parent Disclosure Schedule; (G) amend, terminate or extend any Parent Contract; (H) delay or accelerate payment of any account payable or other liability of the Company beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of business consistent with past practice; (I) take any action, or permit any event or condition to occur or exist, which would cause any representation or warranty of Parent to be untrue; or (I) agree, in writing or otherwise, to take or authorize any of the foregoing actions or any action which would make any representation or warranty contained in Article IV untrue or incorrect. In addition Notwithstanding the foregoing, and anything to the contrary in this Agreement, the parties acknowledge and without limiting agree that Parent may negotiate, execute, deliver and perform agreements to establish customary benefit and compensation arrangements for its officers, directors and employees, appoint additional officers or directors and hire new employees and enter into customary agreements with them, enter in to customary arrangements to obtain insurance, enter into formal arrangements concerning its occupancy and use of its current headquarters space in New York, New York, amend, create and adopt such corporate governance policies, procedures, rules and regulations, as may be appropriate in connection with Parent's listing application or SOXA, take actions which are appropriate or necessary to enhance the generality corporate staffing and operations of Parent, and take actions which are appropriate or necessary to memorialize the registration rights of Parent's stockholders as heretofore disclosed to Company's management (each of the foregoing, during a "Permitted Parent Action"), and no such Permitted Parent Action shall be deemed to breach any Parent representation, warranty, covenant or agreement in this Agreement, provided, that no such Permitted Parent Action shall have a material adverse effect on Parent and that Parent shall notify the period from Company of each such Permitted Parent Action. In appointing officers or directors between the date of this Agreement and the Closing Date pursuant to the Effective Time, except as set forth in Section 5.1(b) of the Parent Disclosure Letter or as specifically required by this Agreement or Lawparagraph, Parent shall not without the Company’s prior written consent (such consent not to be unreasonably withheldonly appoint, delayed or conditioned): if any at all, (i) (1) declareindependent directors, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property) in respect of, any of its capital stock or other equity interests, except for the payment by Parent of quarterly cash dividends on shares of Parent Common Stock with customary declaration, record and payment dates in accordance with Parent’s current dividend policy, or (2) split, combine, or reclassify any of its capital stock or other equity or voting interests, or issue any other securities in respect of, in lieu of, or in substitution for shares of its capital stock or other equity or voting interests; (ii) purchaseother directors to replace existing directors, redeem, or otherwise acquire any shares of capital stock or any other equity securities of Parent or any securities convertible into or exchangeable for such shares of capital stock or other equity securities or any options, warrants, calls, or rights to acquire any such shares or other equity securities, other than (1) the acquisition by Parent of shares of Parent Common Stock in connection with the surrender of shares of Parent Common Stock by holders of Parent Stock Options in order to pay the exercise price thereof, (2) the withholding of shares of Parent Common Stock to satisfy tax obligations or the purchase price payable with respect to awards granted pursuant to Parent’s employee benefit plans, (3) the acquisition by Parent of shares subject to awards granted pursuant to Parent’s employee benefit plans in connection with the net settlement or forfeiture of such awards and (4) repurchases pursuant to Parent’s publicly disclosed stock buyback program in amounts not exceeding the amounts authorized by Parent’s Board of Directors as of the date hereof; (iii) amend one or otherwise changemore officers to replace functions currently performed by any officer or officers being replaced. In no event will any contract with any officer be in an amount which individually, or authorize or propose taken together with all other contracts with any such newly appointed officers, in the aggregate, is material to amend or otherwise change, its certificate of incorporation or by-laws in a manner that could reasonably be expected to adversely affect the consummation of the transactions contemplated by this Agreement or adversely affect in any material respect the rights of holders of the Parent Common Stock; (iv) adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization other than such transactions among wholly-owned Subsidiaries of Parent; (v) except as required by GAAP, change its fiscal year, or make any material changes in financial accounting methods, principles, or practices; or (vi) take any action (or omit to take any action) if such action (or omission) would reasonably be expected to result in any of the conditions to the Mergers set forth in Article VI not being satisfied by the Outside Date; or (vii) authorize any of, or commit, resolve or agree to take any of, the foregoing actions.

Conduct of Business by Parent. During the period from From the date of this Agreement to the Effective Time, except as consented to in writing in advance by the Company or as otherwise specifically required by this Agreement or Law, Parent shall, and shall cause each of its Subsidiaries to, carry on its business in the ordinary course of business consistent with past practice. In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.1(b) of the Parent Disclosure Letter or as specifically required by this Agreement or LawClosing Date, Parent shall not do any of the following without the Company’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned):of the Shareholder and the Company: (i) (1A) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property) in respect of, any of its capital stock or other equity interestsstock, except for the payment by Parent of quarterly cash dividends on shares of Parent Common Stock with customary declaration, record and payment dates in accordance with Parent’s current dividend policy, or (2B) split, combine, combine or reclassify any of its capital stock or other equity issue or voting interests, or issue authorize the issuance of any other securities in respect of, in lieu of, of or in substitution for shares of its capital stock or other equity or voting interests; stock, (iiC) purchase, redeem, redeem or otherwise acquire any shares of capital stock or any other equity securities of Parent thereof or any securities convertible into rights, warrants or exchangeable for such shares of capital stock or other equity securities or any options, warrants, calls, or rights options to acquire any such shares or other equity securities, other than securities or (1) the acquisition by Parent of shares of Parent Common Stock in connection with the surrender of shares of Parent Common Stock by holders of Parent Stock Options in order to pay the exercise price thereof, (2) the withholding of shares of Parent Common Stock to satisfy tax obligations or the purchase price payable with respect to awards granted pursuant to Parent’s employee benefit plans, (3) the acquisition by Parent of shares subject to awards granted pursuant to Parent’s employee benefit plans in connection with the net settlement or forfeiture of such awards and (4) repurchases pursuant to Parent’s publicly disclosed stock buyback program in amounts not exceeding the amounts authorized by Parent’s Board of Directors as of the date hereof; (iii) amend or otherwise change, or authorize or propose to amend or otherwise change, its certificate of incorporation or by-laws in a manner that could reasonably be expected to adversely affect the consummation of the transactions contemplated by this Agreement or adversely affect in any material respect the rights of holders of the Parent Common Stock; (ivD) adopt or enter into a plan of complete or partial liquidation, dissolution, restructuringmerger, recapitalization consolidation, recapitalization, or other reorganization of, or alter through merger, liquidation, reorganization or restructuring or in any other fashion its corporate structure; (ii) issue, deliver, sell or grant (A) any shares of its capital stock, (B) any securities convertible into or exchangeable for, or any options, warrants or rights to acquire, any such shares of its capital stock (other than such transactions among whollyvesting of currently outstanding options and warrants pursuant to their terms), or (C) any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock-owned Subsidiaries based performance units; (iii) amend the Parent Charter or the Parent Bylaws other than as contemplated herein; (iv) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of Parentthe assets of, or by any other manner, any equity interest in or business of any corporation, partnership, joint venture, association or other business organization or division thereof; (v) except as required by GAAPsell, change its fiscal yeartransfer, deliver, lease, license, sublicense, mortgage, pledge, encumber or otherwise dispose of (in whole or in part), or make create, incur, assume or allow any material changes in financial accounting methodsLien, principles, or practices; orother than Parent Permitted Liens; (vi) take (A) enter into or amend any action material Parent Contract; or (B) modify, amend, transfer, terminate or waive any rights under any material Parent Contract; (vii) enter into or amend any material Parent Contract, transaction, indebtedness or other arrangement in which any of Parent’s officers, directors, shareholders or other affiliates, or any of their respective affiliates or family members have a direct or indirect financial interest; (A) except with respect to continued advances pursuant to the terms of the Wachovia Obligations, incur any indebtedness for borrowed money or guarantee any such indebtedness of another person, issue or sell any debt securities or warrants or other rights to acquire any debt securities, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing, (B) make any loans, advances or capital contributions to, or investments in, any other Person or (iii) create, incur, assume or guarantee any material capitalized lease obligations; (ix) establish, adopt, enter into or amend, modify or terminate any Parent Benefit Plans, including any bonus, profit sharing, compensation, stock option, warrant, pension, retirement, deferred compensation, employment, severance, termination, change in control, indemnification, retention bonus or other employee benefit plan, agreement, trust fund or arrangement for the benefit or welfare of any officer, director, shareholder, employee, consultant or other individual performing services for Parent, (ii) agree to any increase in the compensation or benefits, including cash, equity, and other forms of compensation payable or to become payable to, or any increase in the contractual term of employment of, any officer, director, shareholder or consultant or salaried employee (iii) pay any benefit not required by any Parent Benefit Plan or other plan or agreement, (iv) establish, adopt, enter into or amend in any respect any collective bargaining agreement, or any other agreement or commitment to or relating to any labor union, or (v) make any determination under any collective bargaining agreement, or any other agreement or commitment to or relating to any labor union or any Parent Benefit Plan; (x) do or omit to take any action, or permit any omission to act, that would cause a breach or default under, or the termination, modification or amendment of, any material Parent Contract, or any government license, material Permit or other material authorization; (xi) if such amend, modify, extend, renew or terminate any lease, or enter into any new lease, sublease, license or other agreement for the use or occupancy of any real property; (xii) make or omit to take any action which would be reasonably anticipated to have a Parent Material Adverse Effect; (xiii) form, establish or omission) would reasonably be expected to result in acquire any of the conditions to the Mergers set forth in Article VI not being satisfied by the Outside DateSubsidiary; or (viixiv) authorize any oftake, or commitauthorize, resolve commit or agree to take any of, of the foregoing actions.

Conduct of Business by Parent. During the period Pending Closing. Parent covenants and agrees with Prize that, from the date of this Agreement to until the Effective Time, except as consented to in writing in advance by the Company or as otherwise specifically required by this Agreement or Law, Parent shall, and shall cause each of its Subsidiaries to, carry on the Parent Companies will conduct its business only in the ordinary and usual course of business consistent with past practicepractices. In addition to Notwithstanding the preceding sentence, Parent covenants and without limiting the generality of the foregoingagrees with Prize that, during the period except as specifically contemplated in this Agreement, from the date of this Agreement to until the Effective Time, without the prior written consent of Prize, except as set forth in Section 5.1(bon the Parent Disclosure Schedule: (a) None of the Parent Disclosure Letter or as specifically required by this Agreement or Law, Parent shall not without the Company’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned): Companies will (i) amend its certificate or articles of incorporation, bylaws or other organizational documents; (1ii) split, combine or reclassify any of its outstanding capital stock; (iii) declare, set aside or pay any dividends on, or make any other distributions (whether payable in cash, stock property or propertysecurities) in with respect of, any of to its capital stock stock; (iv) issue, sell or agree to issue or sell any securities or other equity interests, except including its capital stock, any rights, options or warrants to acquire its capital stock, or securities convertible into or exchangeable or exercisable for the payment by Parent of quarterly cash dividends on its capital stock (other than shares of Parent Common Stock issued pursuant to the exercise of any Parent Warrant outstanding on the date of this Agreement); (v) purchase, cancel, retire, redeem or otherwise acquire any of its outstanding capital stock or other securities or other equity interests; (vi) merge or consolidate with, or transfer all or substantially all of its assets to, any other Person; (vii) liquidate, wind-up or dissolve (or suffer any liquidation or dissolution); or (viii) enter into any contract, agreement, commitment or arrangement with customary declarationrespect to any of the foregoing. (b) None of the Parent Companies will (i) acquire any corporation, record partnership or other business entity or any interest therein (other than interests in joint ventures, joint operation or ownership arrangements or tax partnerships acquired in the ordinary course of business) having an acquisition price in excess of $3,000,000; (ii) sell, lease or sublease, transfer or otherwise dispose of or mortgage, pledge or otherwise encumber any Oil and payment dates Gas Interests of Parent that were assigned a value in the Reserve Data Value in excess of $3,000,000, individually, or any other assets that have a value at the time of such sale, lease, sublease, transfer or disposition in excess of $3,000,000, individually (except that this clause shall not apply to the sale of Hydrocarbons in the ordinary course of business or to encumbrances under the Parent Bank Credit Agreement); (iii) farm-out any Oil and Gas Interest of Parent having a value in excess of $3,000,000 or interest therein; (iv) sell, transfer or otherwise dispose of or mortgage, pledge or otherwise encumber any securities of any other Person (including any capital stock or other securities or equity interest in any Parent Subsidiary); (v) make any material loans, advances or capital contributions to, or investments in, any Person (other than loans or advances in the ordinary course of business) in an aggregate amount in excess of $3,000,000; (vi) enter into any Parent Material Agreement or any other agreement not terminable by any of the Parent Companies upon notice of 30 days or less and without penalty or other obligation; or (vii) enter into any contract, agreement, commitment or arrangement with respect to any of the foregoing. (c) None of the Parent Companies will (i) permit to be outstanding at any time under the Parent Bank Credit Agreement indebtedness for borrowed money in excess of $160,000,000; (ii) incur any indebtedness for borrowed money other than under trade credit vendor lines not exceeding $15,000,000 in the aggregate or under the Parent Bank Credit Agreement; (iii) incur any other obligation or liability (other than liabilities incurred in the ordinary course of business); (iv) assume, endorse (other than endorsements of negotiable instruments in the ordinary course of business), guarantee or otherwise become liable or responsible (whether directly, contingently or otherwise) for the liabilities or obligations of any other Person in an amount in excess of $500,000; or (v) enter into any contract, agreement, commitment or arrangement with respect to any of the foregoing. (d) The Parent Companies will operate, maintain and otherwise deal with the Oil and Gas Interests of Parent in accordance with good and prudent oil and gas field practices and in accordance with all applicable oil and gas leases and other contracts and agreements and all applicable laws, rules and regulations. (e) None of the Parent Companies shall voluntarily resign, transfer or otherwise relinquish any right it has as of the date of this Agreement, as operator of any Oil and Gas Interest of Parent’s current dividend policy, except as required by law, regulation or contract, except to the extent such action would not be reasonably likely to have a Material Adverse Effect on Parent. (f) None of the Parent Companies will (i) enter into, or otherwise become liable or obligated under or pursuant to: (1) any employee benefit, pension or other plan (whether or not subject to ERISA), (2) any other stock option, stock purchase, incentive or deferred compensation plan or arrangement or other fringe benefit plan, or (3) any consulting, employment, severance, termination or similar agreement with any Person, or amend or extend any such plan, arrangement or agreement; (ii) except for payments made pursuant to the Prize Extraordinary Transaction Compensation Policy any Parent Employee Benefit Plan or any other plan, agreement or arrangement described in the Parent Disclosure Schedule, grant, or otherwise become liable for or obligated to pay, any severance or termination payment, bonus or increase in compensation or benefits (other than payments, bonuses or increases that are mandated by the terms of agreements existing as of the date hereof or that are paid in the ordinary course of business, consistent with past practices, and not individually or in the aggregate material in amount) to, or forgive any indebtedness of, any employee or consultant of any of the Parent Companies; or (iii) enter into any contract, agreement, commitment or arrangement to do any of the foregoing. (g) None of the Parent Companies will create, incur, assume or permit to exist any Lien on any of its assets, except for Permitted Encumbrances. (h) The Parent Companies will (i) keep and maintain accurate books, records and accounts; (ii) maintain in full force and effect the policies or binders of insurance described in Section 4.22; (iii) pay all Taxes, assessments and other governmental charges imposed upon any of their assets or with respect to their franchises, business, income or assets before any penalty or interest accrues thereon; (iv) pay all material claims (including claims for labor, services, materials and supplies) that have become due and payable and which by law have or may become a Lien upon any of their assets prior to the time when any penalty or fine shall be incurred with respect thereto or any such Lien shall be imposed thereon; and (v) comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority, obtain or take all Governmental Actions necessary in the operation of their businesses, and comply with and enforce the provisions of all Parent Material Agreements, including paying when due all rentals, royalties, expenses and other liabilities relating to their businesses or assets; provided, however, Parent will not be in violation of this Section 5.1(h) if any of the Parent Companies incurs obligations for penalties and interest in connection with gross production tax reporting in the ordinary course of business; and provided further, that the Parent Companies may contest the imposition of any such Taxes, assessments and other governmental charges, any such claim, or the requirements of any applicable law, rule, regulation or order or any Parent Material Agreement if done so in good faith by appropriate proceedings and if adequate reserves are established in accordance with GAAP. (i) The Parent Companies will at all times preserve and keep in full force and effect their corporate existence and rights and franchises material to their performance under this Agreement, except where the failure to do so would not have a Material Adverse Effect on Parent. (j) None of the Parent Companies will: (i) engage in any practice, take any action or permit by inaction any of the representations and warranties contained in Article 4 to become untrue, except as specifically permitted under other provisions of this Section 5.1(j); (ii) approve or implement budgets for general and administrative expenses of the Parent Companies (including salary, bonuses, general operating and overhead expenses) or budgets for Capital Expenditures of the Parent Companies, or incur expenses or disburse funds for any of such purposes except pursuant to the budgets which have been approved by Prize or revisions to such budgets which are approved by Prize, such approval not to be unreasonably withheld (any budgets which have been or are approved as required herein are referred to as "Approved Budgets"); (iii) except to the extent already included in an Approved Budget, enter into any agreements or other arrangements with respect to, or make any payments, incur any expenses or disburse any funds for (1) any Capital Project, the completion or full capitalization of which can reasonably be expected to require the Parent Companies to expend, in the aggregate, in excess of $5,000,000, or (2) split, combine, or reclassify any Capital Project for the exploration of its capital stock or other equity or voting interests, or issue any other securities in respect of, in lieu of, or in substitution for shares of its capital stock or other equity or voting interests; Oil and Gas Interests with undeveloped reserves (ii) purchase, redeem, or otherwise acquire any shares of capital stock or any other equity securities of Parent or any securities convertible into or exchangeable for such shares of capital stock or other equity securities or any options, warrants, calls, or rights to acquire any such shares or other equity securities, other than (1) including the acquisition by Parent of shares leasehold interests and seismic data, the drilling of Parent Common Stock in connection with the surrender of shares of Parent Common Stock by holders of Parent Stock Options in order to pay the exercise price thereof, (2wells and all related costs and expxxxxx) the withholding of shares of Parent Common Stock to satisfy tax obligations or the purchase price payable with respect to awards granted pursuant to Parent’s employee benefit plans, (3) the acquisition by Parent of shares subject to awards granted pursuant to Parent’s employee benefit plans in connection with the net settlement or forfeiture of such awards and (4) repurchases pursuant to Parent’s publicly disclosed stock buyback program in amounts not exceeding the amounts authorized by Parent’s Board of Directors as of the date hereof; (iii) amend or otherwise change, or authorize or propose to amend or otherwise change, its certificate of incorporation or by-laws in a manner that could which can reasonably be expected to adversely affect the consummation of the transactions contemplated by this Agreement or adversely affect in any material respect the rights of holders of require the Parent Common Stock;Companies to expend, in the aggregate, in excess of $2,500,000; or (iv) adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization other than such transactions among wholly-owned Subsidiaries of Parent; (v) except as required by GAAP, change its fiscal year, or make any material changes in financial accounting methods, principles, Capital Expenditure or practices; or (vi) take any action (or omit to take any action) if such action (or omission) would reasonably be expected to result in any of general and administrative expense payment which exceeds by more than 20 percent the conditions to the Mergers amount set forth in Article VI not being satisfied by the Outside Date; or (vii) authorize any of, or commit, resolve or agree to take any of, the foregoing actionsappropriate line item for such expenditure in an Approved Budget.

Conduct of Business by Parent. During Except as required by applicable law or regulation and except as otherwise contemplated by this Agreement, until the period from earlier of the date termination of this Agreement to or the Effective Time, except as consented to in writing in advance by the Company or as otherwise specifically required by this Agreement or Law, Parent shall, and cause its subsidiaries to conduct their respective businesses in the ordinary course and consistent with past practices. Except as required by applicable law or regulation and except as otherwise contemplated by this Agreement or except as previously consented to by the Company, in writing, after the date hereof Parent shall cause each not, and shall not permit any of its Subsidiaries subsidiaries to: (a) amend or otherwise change its articles of incorporation or by-laws, carry other than to increase the number of authorized shares of Parent Common Stock or Parent Preferred Stock, or to otherwise implement the terms and conditions of this Agreement, or as permitted by this Agreement; (b) issue, sell, pledge, dispose of, encumber or authorize the issuance, sale, pledge disposition, grant or encumbrance of any shares of its capital stock of any class, or options, warrants, convertible securities or other rights of any kind to acquire shares of such capital stock, or any other ownership interest thereof; (c) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to its capital stock; (d) (i) reclassify, combine, split, or subdivide, directly or indirectly, any of its capital stock, or (ii) redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock, except from any officer, director or employee upon termination of such officer, director or employee; (e) (i) acquire (including, without limitation, for cash or shares of stock, by merger, consolidation, or acquisition of stock or assets) any interest in any corporation, partnership or other business organization or division thereof or any assets, or make any investment either by purchase of stock or securities, contributions of capital or property transfer, or purchase any property or assets of any other person, (ii) incur any indebtedness for borrowed money other than pursuant to agreements disclosed in the Parent Disclosure Schedule, or issue any debt securities other than pursuant to agreements disclosed in the Parent Disclosure Schedule or assume, guarantee or endorse or otherwise as an accommodation become responsible for, the obligations of any person, or make any loans or advances other than pursuant to licensing/development agreements entered into in the ordinary course of Parent’s business, consistent with past practice, or (iii) enter into any new contract or agreement which would require on the Parent Disclosure Schedule pursuant to Section 4.7 and not otherwise permitted pursuant to this Agreement; (f) make any capital expenditure or enter into any contract or commitment therefore; (g) amend, terminate or extend any contract or agreement listed on the Parent Disclosure Schedule pursuant to Section 4.7; (h) delay or accelerate payment of any account payable or other liability of the Company beyond or in advance of its business due date or the date when such liability would have been paid in the ordinary course of business consistent with past practice. In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.1(b) of the Parent Disclosure Letter or as specifically required by this Agreement or Law, Parent shall not without the Company’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned):; (i) (1) declare, set aside or pay take any dividends onaction, or make permit any other distributions (whether in cashevent or condition to occur or exist, stock which would cause any representation or property) in respect of, any of its capital stock or other equity interests, except for the payment by Parent of quarterly cash dividends on shares warranty of Parent Common Stock with customary declaration, record and payment dates in accordance with Parent’s current dividend policy, or (2) split, combine, or reclassify any of its capital stock or other equity or voting interests, or issue any other securities in respect of, in lieu of, or in substitution for shares of its capital stock or other equity or voting interests; (ii) purchase, redeem, or otherwise acquire any shares of capital stock or any other equity securities of Parent or any securities convertible into or exchangeable for such shares of capital stock or other equity securities or any options, warrants, calls, or rights to acquire any such shares or other equity securities, other than (1) the acquisition by Parent of shares of Parent Common Stock in connection with the surrender of shares of Parent Common Stock by holders of Parent Stock Options in order to pay the exercise price thereof, (2) the withholding of shares of Parent Common Stock to satisfy tax obligations or the purchase price payable with respect to awards granted pursuant to Parent’s employee benefit plans, (3) the acquisition by Parent of shares subject to awards granted pursuant to Parent’s employee benefit plans in connection with the net settlement or forfeiture of such awards and (4) repurchases pursuant to Parent’s publicly disclosed stock buyback program in amounts not exceeding the amounts authorized by Parent’s Board of Directors as of the date hereof; (iii) amend or otherwise change, or authorize or propose to amend or otherwise change, its certificate of incorporation or by-laws in a manner that could reasonably be expected to adversely affect the consummation of the transactions contemplated by this Agreement or adversely affect in any material respect the rights of holders of the Parent Common Stock; (iv) adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization other than such transactions among wholly-owned Subsidiaries of Parent; (v) except as required by GAAP, change its fiscal year, or make any material changes in financial accounting methods, principles, or practicesuntrue; or (vij) take any action (agree, in writing or omit otherwise, to take any action) if such action (or omission) would reasonably be expected to result in authorize any of the conditions to the Mergers set forth foregoing actions or any action which would make any representation or warranty contained in Article VI not being satisfied by the Outside Date; or (vii) authorize any of, IV untrue or commit, resolve or agree to take any of, the foregoing actionsincorrect.