Common use of Conduct of Business by Parent Clause in Contracts

Conduct of Business by Parent. Except for matters set forth in Section 5.01(d) of the Parent Disclosure Letter or otherwise expressly permitted by this Agreement, from the date of this Agreement to the Effective Time Parent shall, and shall cause each Parent Subsidiary to, conduct its business in the ordinary course in substantially the same manner as previously conducted and, to the extent consistent therewith, use commercially reasonable best efforts to preserve intact its current business organization, keep available the services of its current officers and employees and keep its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with them. In addition, and without limiting the generality of the foregoing, except as otherwise expressly permitted by this Agreement, from the date of this Agreement to the Effective Time, Parent shall not, and shall not permit any Parent Subsidiary to, do any of the following without the prior written consent of the Company: (i) declare, set aside or pay any dividends on, or make any other distributions in respect of (in each case, whether in cash, stock or property), any of its capital stock, other than (1) dividends and distributions by a direct or indirect wholly owned Parent Subsidiary to its parent, (2) regular quarterly cash dividends with respect to the Parent Common Stock, with usual declaration, record and payment dates or (3) any distribution of stock or property for which adjustment is made pursuant to Section 2.01(e); (ii) adopt or propose any change in its certificate of incorporation or by-laws or other comparable organizational documents in a manner that would adversely affect the economic benefits of the Merger or the other Transactions to the Company's stockholders; (iii) engage in any merger, consolidation, share exchange, business combination, reorganization, recapitalization or other similar transaction unless Parent is the surviving or resulting corporation, the shareholders of Parent prior to such transaction own, directly or indirectly, a majority of the voting common equity interests in the surviving or resulting corporation and such voting common equity interests are publicly traded; (iv) take any action that would be reasonably likely to prevent, hinder or delay the consummation of the Merger or the other Transactions; or (v) authorize any of, or commit or agree to take any of, the foregoing actions.

Conduct of Business by Parent. Except for matters set forth in Section 5.01(d) of During the Parent Disclosure Letter or otherwise expressly permitted by this Agreement, period from the date of this Agreement to and continuing until the Effective Time Parent shall, and shall cause each Parent Subsidiary to, conduct its business in the ordinary course in substantially the same manner as previously conducted and, to the extent consistent therewith, use commercially reasonable best efforts to preserve intact its current business organization, keep available the services of its current officers and employees and keep its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with them. In addition, and without limiting the generality earlier of the foregoing, except as otherwise expressly permitted by this Agreement, from the date termination of this Agreement pursuant to its terms or the Effective Time, Parent shall not, and shall not permit any Parent Subsidiary to, do any of the following without the prior written consent and shall not permit its subsidiaries to do any of the Companyfollowing: (ia) declareDeclare, set aside aside, or pay any dividends on, or make any other distributions in respect of (in each case, whether in cash, stock stock, equity securities or property), any of its ) in respect to Parent's capital stock, other than except where (1i) dividends and distributions by a direct or indirect wholly owned Parent Subsidiary to its parent, (2) regular quarterly cash dividends with respect to the Parent Common Stock, with usual declaration, record and payment dates or (3) any distribution of stock or property for which an adjustment is made to the Exchange Ratio in accordance with Section 1.6(e) or (ii) the holders of Company Common Stock will otherwise receive an equivalent, proportional dividend or distribution (based on the Exchange Ratio, as adjusted pursuant to Section 2.01(e1.6(e)) in connection with the Merger as if they had been holders of Parent Common Stock on the record date for such dividend or distribution; (iib) adopt Purchase, redeem, or propose any change in its certificate of incorporation or by-laws or other comparable organizational documents in a manner that would adversely affect the economic benefits of the Merger or the other Transactions to the Company's stockholders; (iii) engage in any merger, consolidation, share exchange, business combination, reorganization, recapitalization or other similar transaction unless Parent is the surviving or resulting corporation, the shareholders of Parent prior to such transaction ownotherwise acquire, directly or indirectly, a majority any shares of the voting common equity interests capital stock of Parent or its subsidiaries in the surviving any amounts that would adversely affect Parent's financial condition or resulting corporation and such voting common equity interests are publicly tradedliquidity; (ivc) take Effect any amendment to the Company's Certificate of Incorporation that would have an adverse effect on the rights of holders of Parent's Common Stock (including the Parent Common Stock to be issued pursuant to this Agreement); (d) Engage in any action that would be reasonably likely could cause the Merger to prevent, hinder or delay the consummation fail to qualify as a "reorganization" under Section 368(a) of the Merger Code, whether or not otherwise permitted by the provisions of this Article IV; (e) Engage in any action with the intent to directly or indirectly adversely impact any of the transactions contemplated by this Agreement; (f) Following the filing of the S-4, acquire or agree to acquire any business or any corporation, partnership, association or other Transactionsbusiness organization or division if such acquisition or agreement would require the inclusion in the S-4 of proforma financial information regarding such acquisition; or (vg) authorize any of, Agree in writing or commit or agree otherwise to take any of, of the foregoing actionsactions described in Section 4.1 (a) through (f) above.

Conduct of Business by Parent. Except for matters set forth in Section 5.01(d) of the Parent Disclosure Letter or otherwise expressly permitted by this Agreement, from From the date of this Agreement to until the Effective Time Parent shall, and shall cause each Parent Subsidiary to, conduct its business in the ordinary course in substantially the same manner as previously conducted and, to the extent consistent therewith, use commercially reasonable best efforts to preserve intact its current business organization, keep available the services of its current officers and employees and keep its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with them. In addition, and without limiting the generality of the foregoingTime, except (i) as otherwise required by Law, (ii) as expressly permitted required or contemplated by this Agreement, from (iii) as set forth on Section 5.2 of the date Parent Disclosure Letter, or (iv) with the prior written consent of this Agreement to the Effective TimeCompany (which consent shall not be unreasonably withheld, conditioned or delayed), Parent shall not, and shall cause its Subsidiaries not permit any Parent Subsidiary to, do any of the following without the prior written consent of the Companydirectly or indirectly: (ia) amend (whether by merger, consolidation, conversion, division or otherwise) the Parent Organizational Documents in a manner that would materially and adversely affect the holders of the Company Common Stock, or adversely affect the holders of the Company Common Stock relative to other holders of Parent Common Stock; (b) split, reverse split, combine, subdivide, reclassify, redeem, repurchase or otherwise acquire shares of Parent Common Stock or other equity or voting securities of Parent or any options, warrants, convertible securities or other rights of any kind to acquire any shares of Parent Common Stock or other equity or voting securities of Parent, except, in each case, as is permitted by a Parent Benefit Plan or the terms of a Parent Equity Award; (c) take any action that would cause the Stock Consideration to be equal to or in excess of 20% of the number of shares of Parent Common Stock outstanding immediately prior to the Closing; (d) declare, set aside aside, or pay any dividends on, dividend or make any other distributions in respect of distribution (in each case, whether in cash, stock stock, property, or property)otherwise) in respect of, any shares of its capital stock, other than (1x) dividends from its Subsidiaries and distributions by a direct or indirect wholly owned Parent Subsidiary to its parent(y) ordinary quarterly dividends, (2) regular quarterly cash dividends consistent with past practice with respect to timing of declaration and payment, and the amount thereof (including increases consistent with the amount and tenor of increases paid by Parent Common Stock, with usual declaration, record and payment dates or (3) any distribution of stock or property for which adjustment is made pursuant to Section 2.01(ehistorically); (e) issue, sell, dispose of, or grant any shares of Parent’s capital stock, or other equity or voting securities of Parent, or any options, warrants, convertible securities or other rights of any kind to acquire (or that are convertible into or exchangeable or exercisable for) any shares of Parent’s capital stock or other equity or voting securities of Parent; except, in each case, (i) for Parent Equity Awards or equity awards granted pursuant to stock plans that have been approved by the requisite number of holders of Parent Common Stock entitled to vote thereon to duly approve such plans, or (ii) adopt or propose any change in its certificate for issuances of incorporation or by-laws capital stock or other comparable organizational documents equity or voting securities as part of bona fide financings for cash, on market terms in a manner that would adversely affect the economic benefits of the Merger or the other Transactions to the Company's stockholdersall material respects; (iiif) consummate any transaction, or engage in any mergerother act, consolidationthat is material and transformative to the nature of the business conducted by Parent and its Subsidiaries, share exchangetaken as a whole (e.g., business combinationceasing to be in the bedding business); (g) adopt a plan or agreement of complete or partial liquidation, reorganizationdissolution, restructuring, recapitalization or other similar transaction unless Parent is reorganization; or (h) agree in a legally binding manner to take any of the surviving or resulting corporationforegoing actions. Notwithstanding anything to the contrary herein, nothing in this Agreement (A) shall give the shareholders of Parent prior to such transaction ownCompany, directly or indirectly, a majority the right to control or direct the business or operations of Parent or its Subsidiaries at any time prior to the voting common equity interests in the surviving or resulting corporation and such voting common equity interests are publicly traded; (iv) take any action that would be reasonably likely to prevent, hinder or delay the consummation of the Merger or the other Transactions; or (v) authorize any ofEffective Time, or commit or agree (B) shall require Parent and its Subsidiaries to take violate any ofLaw. Prior to the Effective Time, Parent and its Subsidiaries shall exercise, consistent with the foregoing actionsterms and conditions of this Agreement, complete control and supervision over their own business and operations.

Conduct of Business by Parent. Except for matters expressly set forth in Section 5.01(d) of the Parent Disclosure Letter Schedule or otherwise expressly permitted or required by this AgreementAgreement or any of the Ancillary Agreements, required by Applicable Law or following the written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Effective Time Parent shall, and shall cause each Parent Subsidiary to, conduct its business in the ordinary course in substantially the same manner as previously conducted and, to the extent consistent therewith, use commercially reasonable best efforts to preserve intact its current business organization, keep available the services of its current officers and employees and keep its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with them. In addition, and without limiting the generality of the foregoing, except as otherwise expressly permitted by this Agreement, from the date of this Agreement to the Effective TimeMerger I, Parent shall not, and shall not permit any Parent Subsidiary to, do any of the following without the prior written consent of the Company: (a) (i) declare, set aside or pay any dividends on, or make any other distributions in respect of (in each case, whether in cash, stock or property)property or any combination thereof) in respect of, any of its capital stock, other equity interests or voting securities, other than (1x) regular quarterly cash dividends payable by Parent in respect of shares of Parent Ordinary Shares and (y) dividends and distributions by a direct or indirect wholly owned subsidiary; (ii) split, combine, subdivide or reclassify any of its capital stock, other equity interests or voting securities, or securities convertible into or exchangeable or exercisable for capital stock or other equity interests or voting securities, unless, in each case, Parent Subsidiary shall also equitably adjust Aggregate Merger Consideration to its parentprovide the Company Holders with the same economic effect as though the Aggregate Merger Consideration had been issued to the Company Holders on the date immediately preceding such action; (b) amend the articles of association of Parent except (A) as may be required by, or is advisable (2) regular quarterly cash dividends following Parent’s consultation with legal counsel with respect to such matter) in connection with, any Legal Requirement, and (B) as would not affect the Company Holders upon the issue to them of Parent Common Stock, with usual declaration, record and payment dates or (3) any distribution Ordinary Shares in a manner different than holders of stock or property for which adjustment is made pursuant Parent Ordinary Shares prior to Section 2.01(e)the Effective Time of Merger I; (iic) authorize or adopt a plan of liquidation or propose any change in its certificate of incorporation or by-laws or other comparable organizational documents in a manner that would adversely affect the economic benefits of the Merger or the other Transactions to the Company's stockholdersdissolution; (iiid) engage in and shall not cause or permit any mergerParent Subsidiary to, consolidationexcept as expressly permitted or required by this Agreement, share exchange, business combination, reorganization, recapitalization or other similar transaction unless Parent is the surviving or resulting corporation, the shareholders of Parent prior to such transaction own, directly or indirectly, a majority of the voting common equity interests in the surviving or resulting corporation and such voting common equity interests are publicly traded; (iv) take any action actions or omit to take any actions that would or would be reasonably likely to prevent(i) result in any of the conditions set forth in ARTICLE VII not being satisfied; or (ii) materially impair, interfere with, hinder or delay the consummation ability of Parent, the Company or Merger or Subs to consummate the Transaction and the other Transactionstransactions contemplated by this Agreement in accordance with the terms of this Agreement; or (ve) authorize any ofof the foregoing actions or commit, or commit resolve or agree to take any of, of the foregoing actions.