Common use of Conduct of Business of Parent and Merger Sub Pending the Merger Clause in Contracts

Conduct of Business of Parent and Merger Sub Pending the Merger. Each of Parent and Merger Sub covenants and agrees that, during the period from the date of this Agreement until the Effective Time, except as expressly contemplated by the Transaction Documents or as required by applicable Law, or unless the Company shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (i) the business of each of Parent, Merger Sub and Parent’s subsidiaries shall be conducted in order to maintain the primary nature of Parent’s business as of the date hereof and (ii) each of Parent, Merger Sub and Parent’s subsidiaries will comply in all material respects with all applicable Laws wherever their business is conducted, including the timely filing of all reports, forms or other documents with the SEC required pursuant to the Securities Act or the Exchange Act. Between the date of this Agreement and the Effective Time, except as otherwise expressly contemplated by the Transaction Documents or as required by Law, neither Parent nor Merger Sub shall without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed): (a) amend or otherwise change the Parent Certificate of Incorporation or Parent Bylaws or any similar governing instruments, in each case, that would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Merger; (b) reclassify, combine, split or subdivide any shares of capital stock of Parent or Merger Sub; (c) take any action that could reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; (d) sell, transfer or convey all or substantially all of its properties and assets to any person; or (e) agree to take any of the actions described in Section 5.2(a) through Section 5.2(d).

Conduct of Business of Parent and Merger Sub Pending the Merger. Each (a) From and after the date hereof and prior to the Effective Time, and except as may otherwise required by applicable Law, each of Parent and Merger Sub agree that it shall not, directly or indirectly, take any action that is intended to or that would reasonably be expected to (a) materially adversely affect or materially delay the ability of Parent or Merger Sub to obtain any necessary approvals of any Governmental Entity necessary for the consummation of the transactions contemplated hereby in accordance with the terms of Section 6.7, (b) performing its covenants or agreements hereunder, (c) cause any of its representations and warranties set forth in Article V to be untrue in any material respect, or (d) otherwise, individually or in the aggregate, have a Parent Material Adverse Effect. Parent covenants and agrees that, during the period from the date of this Agreement hereof until the Effective Time, except (i) as expressly contemplated or permitted by this Agreement, (ii) as disclosed in Section 6.2 of the Transaction Documents or Parent Disclosure Letter, (iii) as required by applicable Law, Law or (iv) unless the Company shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned withheld or delayed), (i) the business of Parent shall, and shall cause each of Parentits Subsidiaries to use reasonable efforts to conduct its business in the ordinary course of business consistent with past practice, Merger Sub to preserve substantially intact its business organization and Parent’s subsidiaries shall be conducted in order to maintain the primary nature of Parent’s preserve its present relationships with customers, suppliers and other Persons with which it has material business as of the date hereof and relations. (iib) each of Parent, Merger Sub and Parent’s subsidiaries will comply in all material respects with all applicable Laws wherever their business is conducted, including the timely filing of all reports, forms or other documents with the SEC required pursuant to the Securities Act or the Exchange Act. Between the date of this Agreement and the Effective Time, except (i) as otherwise expressly contemplated or permitted by this Agreement, (ii) as disclosed in Section 6.2 of the Transaction Documents or Parent Disclosure Letter, (iii) as required by applicable Law, or (iv) unless Company shall otherwise consent in writing, neither Parent nor Merger Sub shall without the prior written consent any of the Company (which consent shall not be unreasonably withheld or delayed):its Subsidiaries shall: (ai) amend or otherwise change the Parent Certificate its certificate of Incorporation incorporation or Parent Bylaws bylaws or any similar governing instruments, in each case, that would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Merger; (bii) reclassifyadopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (iii) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock (except for any dividend or distribution by a Subsidiary of Parent to Parent or to other Subsidiaries); or (iv) adjust, split, combine, split redeem, repurchase or subdivide otherwise acquire any shares of capital stock of Parent (except in connection with the cashless exercises or Merger Sub; (c) take any action that could reasonably be expected similar transactions pursuant to prevent the Merger from qualifying exercise of Parent Stock Options or settlement of other awards or obligations outstanding as a reorganization within the meaning of Section 368(a) of the Code; (d) selldate hereof), transfer or convey all reclassify, combine, split, subdivide or substantially all otherwise amend the terms of its properties and assets to any person; or (e) agree to take any of the actions described in Section 5.2(a) through Section 5.2(d)capital stock.