Common use of Conduct of Business of Company Y and Merger Sub Clause in Contracts

Conduct of Business of Company Y and Merger Sub. Except as required by applicable Law or as expressly contemplated by this Agreement, during the period from the date hereof to the earlier of the Effective Time or the termination of this Agreement in accordance with Article VIII, Company Y will, and will cause each of its Subsidiaries to, conduct its operations in the ordinary and usual course of business consistent with past practice and keep available the service of its current officers and employees and preserve its relationships with customers, advertisers, licensors, suppliers and others having business dealings with it. Without limiting the generality of the foregoing, and except as required by applicable Law, as otherwise contemplated in this Agreement or the Company Y Disclosure Schedule, from the date hereof until the earlier of the Effective Time or the termination of this Agreement in accordance with Article VIII, Company Y will not, and will not permit its Subsidiaries to, without the prior written consent of Company T (which consent shall not be unreasonably withheld): (a) authorize for issuance, issue, sell, pledge, dispose of, transfer, deliver or agree or commit to issue, sell, pledge, dispose of, transfer or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any share capital or any other securities convertible into or exchangeable for any share capital or any equity equivalents (including, without limitation, any stock options or stock appreciation rights), except for the issuance of Company Y Shares (i) as required to be issued upon exercise or settlement of Company Y Options, (ii) in connection with the Share Issuance and, (iii) in connection with any strategic investment or acquisition, which would result in, in the aggregate, an issuance of ten percent (10%) or less of the share capital of Company Y that is issued and outstanding as of the date of this Agreement; (b) if any of the following will have a disproportionate adverse effect on holders of Company T Shares and/or Company T ADSs relative to current holders of Company Y Class A Shares and/or Company Y ADSs: (i) split, combine, subdivide or reclassify any of its share capital; (ii) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its share capital; (iii) make any other actual, constructive or deemed distribution in respect of any of its share capital or otherwise make any payments to shareholders in their capacity as such; (c) place Company Y into liquidation, dissolution, scheme of arrangement or redomiciliation; or (d) take, propose to take, or agree in writing or otherwise to take, any of the actions described in Section 5.2(a) through Section 5.2(c).