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

Conduct of Business of Parent and Merger Sub. (a) Unless the Company shall otherwise consent in writing (such consent not to be unreasonably withheld), during the period from the date of this Agreement to the Effective Time, except as specifically contemplated by the terms of this Agreement: (i) Parent and Merger Sub shall conduct their respective business in, and shall not take any action other than in, the ordinary course of business consistent with past practice, (ii) Parent and Merger Sub shall use commercially reasonable efforts to continue to maintain, in all material respects, their respective assets, properties and rights in accordance with present practice in a condition suitable for their current use, and (iii) Parent and Merger Sub shall use commercially reasonable efforts consistent with the foregoing to conduct the business of Parent and Merger Sub in compliance with applicable Laws in all material respects, including without limitation the timely filing of all reports, forms or other documents with the SEC required to be filed with the SEC by Parent pursuant to the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and to preserve intact the business organization of Parent. (b) Without limiting the generality of the foregoing clause (a), during the period from the date of this Agreement to the Effective Time, neither Parent nor Merger Sub will (except as specifically contemplated by this Agreement), without the prior written consent of the Company (such consent not to be unreasonably withheld): (i) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any shares of, or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell Ordinary Shares (including upon exercise of any outstanding option, warrant or similar right to acquire such Ordinary Shares), any other shares of capital stock or other securities or equity interests, including any securities convertible into or exchangeable for Ordinary Shares or equity interest of any class and any other equity-based awards or alter in any way its outstanding securities or make any changes in outstanding shares of capital stock or its capitalization, whether by means of a reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, stock dividend or otherwise or agree to register under the Securities Act any capital stock of Parent or Merger Sub; (ii) declare, pay or set aside any dividend; (iii) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), make a loan or advance to or investment in any third party, or guarantee or endorse any indebtedness, liability or obligation of any Person or subject any of its assets, properties or rights, or any part thereof to any Encumbrances or other limitation or restriction; (iv) make any change in any Parent Organizational Documents or any Merger Sub Organizational Documents; (v) redeem, retire, purchase or otherwise acquire, directly or indirectly, any shares of the capital stock, membership interests or other ownership interests of Parent or Merger Sub; (vi) except in the ordinary course of business consistent with past practice, acquire, lease or sublease any material tangible assets, raw material or properties (including real property); (vii) enter into any Benefit Plan or any employment, severance, or change of control agreement; (viii) make capital expenditures in excess of $50,000, or commit to make capital expenditures for any period following the Effective Time; (ix) make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or GAAP; (x) enter into any transaction that could cause Parent, the Company or Merger Sub to be treated as engaged in a trade or business in the United States for U.S. Federal income tax purposes; (xi) other than in the ordinary course of business consistent with past practice or as contemplated hereunder, or for legal, accounting, fairness opinion and other fees to be incurred in connection with the transactions contemplated hereunder, terminate or waive or assign any material right under any Parent Material Contract or enter into any contract (A) involving amounts potentially exceeding $50,000, (B) that would be a Parent Material Contract or (C) with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of 60 days or less (in the event any such contract is entered into, Parent will, within seven (7) days of execution of same provide a fully executed copy thereof to Company); (xii) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (xiii) establish any subsidiary (other than as contemplated hereby) or enter into any new line of business; (xiv) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to the assets, operations and activities of the Parent and Merger Sub in an amount and scope of coverage as are currently in effect; (xv) revalue any of its material assets or make any change in accounting methods, principles or practices, except as required by GAAP and approved by the Parent’s outside auditors; (xvi) waive, release, assign, settle or compromise any Action (including any third-party Action relating to this Agreement or the transactions contemplated hereby, including the Merger), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Parent or Merger Sub) not in excess of $50,000 individually or in the aggregate, or otherwise pay, discharge or satisfy any claims, liabilities or obligations other than in the ordinary course of business consistent with past practice, unless such amount has been reserved in the Parent financial statements included in the Parent SEC Reports; (xvii) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets; (xviii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xix) voluntarily incur any material liability or obligation (whether absolute, accrued, contingent or otherwise) other than in the ordinary course of business consistent with past practice; (xx) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; (xxi) take any action that would reasonably be expected to delay or impair the obtaining of any Consents of any Governmental Authority to be obtained in connection with this Agreement; (xxii) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any Parent Affiliate Transaction; (xxiii) enter into any agreement, understanding or arrangement with respect to the voting of the capital equity of the Merger Sub; or (xxiv) authorize or agree to do any of the foregoing actions. (c) Subject to the prior written consent of the Company and notwithstanding anything to the contrary contained in this Agreement, and subject to compliance with applicable Laws, Parent and its affiliates shall be permitted to agree to issue securities, a dividend (in cash, shares or other securities) or other rights following the completion of the Merger to the holders of Ordinary Shares who do not tender their Ordinary Shares in the Tender Offer.

Conduct of Business of Parent and Merger Sub. Except (ai) Unless the Company shall otherwise consent in writing as required by applicable Laws or (such consent not to be unreasonably withheld)ii) 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 to the Effective Timein accordance with Article VIII, except as specifically contemplated by the terms of this Agreement: (i) Parent and Merger Sub shall conduct their respective business inwill, and shall not take any action other than inwill cause each of its Subsidiaries to, conduct its operations in the ordinary and usual course of business consistent with past practicepractice and, (ii) Parent and Merger Sub shall to the extent consistent therewith, use commercially reasonable efforts to continue to maintain, in all material respects, their respective assets, properties and rights in accordance with present practice in a condition suitable for their current use, and (iii) Parent and Merger Sub shall use commercially reasonable efforts consistent with the foregoing to conduct the business of Parent and Merger Sub in compliance with applicable Laws in all material respects, including without limitation the timely filing of all reports, forms or other documents with the SEC required to be filed with the SEC by Parent pursuant to the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and to preserve intact its current business organizations, keep available the service of its current officers and employees and preserve its relationships with customers, suppliers and others having business organization of Parent. (b) dealings with it. Without limiting the generality of the foregoing clause (a)foregoing, during and except as required by applicable Laws, as otherwise contemplated in this Agreement or the period Parent Disclosure Schedule, or as required by an existing agreement of Parent or any of its Subsidiaries, from the date hereof until the earlier of the Effective Time or the termination of this Agreement to the Effective Timein accordance with Article VIII, neither Parent nor Merger Sub will (except as specifically contemplated by this Agreement)not and will not permit its Subsidiaries to, without the prior written consent of the Company (such consent Independent Committee, which shall not to be unreasonably withheld):, delayed or conditioned: (ia) amend its memorandum and articles of association (or other similar governing instrument); (b) authorize for issuance, issue, grantsell, pledge, dispose of, transfer, deliver or agree or commit to issue, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any shares of, transfer or any deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions subscriptions, rights to purchase or rights of otherwise) any kind to acquire share capital or sell Ordinary Shares (including upon exercise of any outstanding option, warrant or similar right to acquire such Ordinary Shares), any other shares of capital stock or other securities or equity interests, including any securities convertible into or exchangeable for Ordinary any share capital or any equity equivalents (including, without limitation, any stock options or stock appreciation rights), except for the issuance of Parent Shares as required to be issued upon exercise or equity interest settlement of any class Parent Options and any other equity-based awards or alter in any way its outstanding securities or make any changes in outstanding shares of capital stock or its capitalization, whether by means of a reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, stock dividend or otherwise or agree to register under the Securities Act any capital stock of Parent or Merger SubRestricted Shares; (c) (i) split, combine, subdivide or reclassify any of its share capital; (ii) declare, pay or set aside or pay any dividend; dividend or other distribution, whether in cash, stock or property or any combination thereof, in respect of its share capital, other than dividends and distributions that do not exceed US$25,000,000 in the aggregate; (iii) incur, create, assume, prepay or otherwise become liable for enter into any Indebtedness (directly, contingently or otherwise), make a loan or advance agreement with respect to or investment in any third party, or guarantee or endorse any indebtedness, liability or obligation of any Person or subject any the voting of its assets, properties or rights, or any part thereof to any Encumbrances or other limitation or restriction; share capital; (iv) make any change other actual, constructive or deemed distribution in respect of any Parent Organizational Documents of its share capital or otherwise make any Merger Sub Organizational Documents; payments to shareholders in their capacity as such; or (v) redeem, retire, purchase repurchase or otherwise acquireacquire any of its share capital, directly or indirectly, any shares of except (A) the capital stock, membership interests or other ownership interests share repurchase program to repurchase up to US$50,000,000 worth of Parent ADSs which was announced on March 29, 2011 and furnished to the XXX xx Xxxx 0-X xx Xxxxx 00, 0000, (X) the withholding of Parent’s securities to satisfy Tax obligations with respect to Parent Options and Parent Restricted Shares or Merger Sub(C) the acquisition by Parent of its securities in connection with the forfeiture of Parent Options and Parent Restricted Shares or (D) the acquisition by Parent of its securities in connection with the net exercise of Parent Options or Parent Restricted Shares in accordance with the terms thereof; (vid) place Parent or any of its Subsidiaries into liquidation, dissolution, scheme of arrangement, merger, consolidation, restructuring, recapitalization or other reorganization (other than the Merger); (e) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any of the Parent’s Subsidiaries, except in the ordinary course of business consistent with past practice, acquire, lease or sublease any material tangible assets, raw material or properties (including real property); (vii) enter into any Benefit Plan or any employment, severance, or change of control agreement; (viii) make capital expenditures in excess of $50,000, or commit to make capital expenditures for any period following the Effective Time; (ix) make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or GAAP; (x) enter into any transaction that could cause Parent, the Company or Merger Sub to be treated as engaged in a trade or business in the United States for U.S. Federal income tax purposes; (xi) other than in the ordinary course of business consistent with past practice or as contemplated hereunder, or for legal, accounting, fairness opinion and other fees to be incurred in connection with the transactions contemplated hereunder, terminate or waive or assign any material right under any Parent Material Contract or enter into any contract (A) involving amounts potentially exceeding $50,000, (B) that would be a Parent Material Contract or (C) with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of 60 days or less (in the event any such contract is entered into, Parent will, within seven (7) days of execution of same provide a fully executed copy thereof to Company); (xii) fail to maintain its books, accounts and records in all material respects in the ordinary usual course of business consistent with past practice; (xiiif) establish (i) incur, modify, renew or assume any subsidiary (other than as contemplated hereby) long-term or enter into short-term debt or issue any new line of business; (xiv) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to the assets, operations and activities of the Parent and Merger Sub debt securities in an amount and scope of coverage as are currently in effect; (xv) revalue any of its material assets or make any change in accounting methods, principles or practices, except as required by GAAP and approved by the Parent’s outside auditors; (xvi) waive, release, assign, settle or compromise any Action (including any third-party Action relating to this Agreement or the transactions contemplated hereby, including the Merger), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Parent or Merger Sub) not in excess of $50,000 individually or exceeding US$50,000,000 in the aggregate, or otherwise pay, discharge or satisfy any claims, liabilities or obligations other than except for borrowings under existing lines of credit in the ordinary and usual course of business consistent with past practice; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person, except in the ordinary and usual course of business consistent with past practice, unless such amount has been reserved in the Parent financial statements included in the Parent SEC Reports; and except for guarantees of obligations of wholly owned subsidiaries of Parent; (xviiiii) acquiremake any loans, including by merger, consolidation, acquisition of stock advances or assetscapital contributions to, or investments in, any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets; person (xviii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xix) voluntarily incur any material liability or obligation (whether absolute, accrued, contingent or otherwise) other than to wholly owned subsidiaries of Parent), except in the ordinary and usual course of business consistent with past practice, the proposed investment in IFM Investment Limited, which was announced on November 28, 2011 and furnished to the SEC on Form 6-K on the same date, and investments not exceeding US$25,000,000 in the aggregate; (iv) pledge or otherwise encumber shares of capital stock of Parent or its Subsidiaries; or (v) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to exist any Lien thereupon other than Permitted Liens; (xxg) acquire, sell, lease, license, transfer, exchange lease or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rightsfor consideration exceeding US$50,000,000 in the aggregate; (xxih) take revalue in any action that would reasonably be expected to delay material respect any of its assets, including, without limitation, writing down the value of inventory or impair writing-off notes or accounts receivable other than in the obtaining ordinary and usual course of any Consents of any Governmental Authority to be obtained in connection business consistent with this Agreementpast practice or as required by GAAP; (xxiii) enter into(A) acquire (by merger, amendconsolidation, waive or terminate (other than terminations in accordance with their termsacquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof or any equity interest therein if such acquisition would be material to Parent, except for the proposed investment in IFM Investment Limited, which was announced on November 28, 2011 and furnished to the SEC on Form 6-K on the same date, and acquisitions with consideration not exceeding US$25,000,000 in the aggregate; or (B) authorize any new capital expenditure or expenditures, except as specifically budgeted in Parent’s current plan approved by Parent Affiliate TransactionBoard that was made available to Company, which, in the aggregate, are in excess of US$20,000,000; (xxiiij) enter into settle or compromise any agreementpending or threatened suit, understanding action or arrangement with respect claim relating to the voting of the capital equity of the Merger Subtransactions contemplated hereby; or (xxivk) authorize take, propose to take, or agree in writing or otherwise to do take, any of the foregoing actions. (cactions described in Section 5.2(a) Subject through Section 5.2(j). Notwithstanding any provisions of this Section 5.2 to the prior written consent contrary, no reference to Subsidiaries of Parent in this Section 5.2 shall include the Company or the Subsidiaries of the Company and notwithstanding anything to the contrary contained in this Agreement, and subject to compliance with applicable Laws, Parent and its affiliates shall be permitted to agree to issue securities, a dividend (in cash, shares or other securities) or other rights following the completion of the Merger to the holders of Ordinary Shares who do not tender their Ordinary Shares in the Tender OfferCompany.

Conduct of Business of Parent and Merger Sub. (a) Unless the Company shall otherwise consent in writing (such consent not to be unreasonably withheld), during the period from the date of this Agreement to the Effective Time, except as specifically contemplated by the terms of this Agreement: (i) Parent and Merger Sub shall conduct comply with their respective business in, obligations under the Equity Commitment Letter and shall not take any action other than in, the ordinary course of business consistent with past practiceFinancing Agreement and use their reasonable best efforts to (i) arrange and obtain the Financing on the terms and conditions described in the Financing Commitments, (ii) negotiate and finalize definitive agreements with respect thereto on the terms and conditions contained in the Financing Commitments, which shall be in full force and effect at the time of the execution of this Agreement and through the Closing, (iii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub in such definitive agreements that are within its control, (iv) consummate the Financing no later than the Closing, and (v) enforce their rights under the Financing Commitments and related agreements. (b) In the event all or any portion of the Financing becomes unavailable on the terms and conditions contemplated therein, Parent and Merger Sub shall use commercially their reasonable best efforts to continue arrange to maintainobtain any such financing from alternative sources as promptly as practicable following the occurrence of such event (the “Alternative Financing”), in all material respectsincluding entering into definitive agreements with respect thereto (such definitive agreements entered into pursuant to this Section 5.2 being referred to as the “Financing Agreements”), their respective assetsprovided, properties and rights in accordance with present practice in a condition suitable for their current use, and that the Alternative Financing shall not (iiii) reasonably be expected to delay or prevent the Closing; or (ii) reduce the aggregate amount of available Financing. Parent and Merger Sub shall use commercially reasonable (x) furnish complete and correct and executed copies of the Financing Agreements promptly upon their execution, (y) give the Company prompt notice of any Alternative Financing, and (z) keep the Company reasonably informed of the status of its efforts consistent with and arrange the foregoing Financing and shall promptly notify the Company in writing of any material modifications to conduct the business of Financing. (c) Between the date hereof and the Effective Time, Parent and Merger Sub in compliance with applicable Laws in all material respects, including without limitation the timely filing of all reports, forms or other documents with the SEC required to be filed with the SEC by Parent pursuant to the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Actshall not, and to preserve intact the business organization shall not permit any of Parent. (b) Without limiting the generality of the foregoing clause (a)their respective Subsidiaries or Affiliates to, during the period from the date of this Agreement to the Effective Time, neither Parent nor Merger Sub will (except as specifically contemplated by this Agreement), without the prior written consent of the Company (such consent not to be unreasonably withheld): (i) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any shares of, or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell Ordinary Shares (including upon exercise of any outstanding option, warrant or similar right to acquire such Ordinary Shares), any other shares of capital stock or other securities or equity interests, including any securities convertible into or exchangeable for Ordinary Shares or equity interest of any class and any other equity-based awards or alter in any way its outstanding securities or make any changes in outstanding shares of capital stock or its capitalization, whether by means of a reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, stock dividend or otherwise take or agree to register under the Securities Act take any capital stock of Parent or Merger Sub; action (ii) declare, pay or set aside any dividend; (iii) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), make a loan or advance to or investment in any third party, or guarantee or endorse any indebtedness, liability or obligation of any Person or subject any of its assets, properties or rights, or any part thereof including entering into agreements with respect to any Encumbrances or other limitation or restriction; (iv) make any change in any Parent Organizational Documents or any Merger Sub Organizational Documents; (v) redeemacquisitions, retiremergers, purchase or otherwise acquire, directly or indirectly, any shares of the capital stock, membership interests or other ownership interests of Parent or Merger Sub; (vi) except in the ordinary course of business consistent with past practice, acquire, lease or sublease any material tangible assets, raw material or properties (including real property); (vii) enter into any Benefit Plan or any employment, severance, or change of control agreement; (viii) make capital expenditures in excess of $50,000, or commit to make capital expenditures for any period following the Effective Time; (ix) make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or GAAP; (x) enter into any transaction that could cause Parent, the Company or Merger Sub to be treated as engaged in a trade consolidations or business in the United States for U.S. Federal income tax purposes; (xi) other than in the ordinary course of business consistent with past practice or as contemplated hereunder, or for legal, accounting, fairness opinion and other fees to be incurred in connection with the transactions contemplated hereunder, terminate or waive or assign any material right under any Parent Material Contract or enter into any contract (A) involving amounts potentially exceeding $50,000, (Bcombinations) that would reasonably be a Parent Material Contract or (C) with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of 60 days or less (in the event any such contract is entered intoexpected to, Parent will, within seven (7) days of execution of same provide a fully executed copy thereof to Company); (xii) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (xiii) establish any subsidiary (other than as contemplated hereby) or enter into any new line of business; (xiv) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to the assets, operations and activities of the Parent and Merger Sub in an amount and scope of coverage as are currently in effect; (xv) revalue any of its material assets or make any change in accounting methods, principles or practices, except as required by GAAP and approved by the Parent’s outside auditors; (xvi) waive, release, assign, settle or compromise any Action (including any third-party Action relating to this Agreement or the transactions contemplated hereby, including the Merger), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Parent or Merger Sub) not in excess of $50,000 individually or in the aggregate, have a Parent Material Adverse Effect or otherwise pay, discharge prevent or satisfy any claims, liabilities or obligations other than materially delay the consummation of the transactions contemplated by this Agreement (including to delay in the ordinary course of business consistent with past practice, unless such amount has been reserved in the Parent financial statements included in the Parent SEC Reports; (xvii) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets; (xviii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xix) voluntarily incur any material liability or obligation (whether absolute, accrued, contingent or otherwise) other than in respect the ordinary course of business consistent with past practice; (xx) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose obtainment of any material portion of its properties, assets or rights; (xxi) take any action that would reasonably be expected to delay or impair the obtaining of any Consents of any Governmental Authority to be obtained in connection with this Agreement; (xxii) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any Parent Affiliate Transaction; (xxiii) enter into any agreement, understanding or arrangement with respect to the voting of the capital equity of the Merger Sub; or (xxiv) authorize or agree to do any of the foregoing actionsapproval required under antitrust Law. (c) Subject to the prior written consent of the Company and notwithstanding anything to the contrary contained in this Agreement, and subject to compliance with applicable Laws, Parent and its affiliates shall be permitted to agree to issue securities, a dividend (in cash, shares or other securities) or other rights following the completion of the Merger to the holders of Ordinary Shares who do not tender their Ordinary Shares in the Tender Offer.

Conduct of Business of Parent and Merger Sub. (a) Unless Parent and the Company Merger Sub shall, and shall otherwise consent in writing (such consent not to be unreasonably withheld)cause each of its respective Subsidiaries to, during the period from the date of this Agreement to until the Effective Time, except as specifically expressly contemplated by this Agreement or as required by applicable Law or with the terms prior written consent of this Agreement: (i) Parent and Merger Sub shall conduct their respective business inthe Company, and shall not take any action other than in, the ordinary course of business consistent with past practice, (ii) Parent and Merger Sub shall use commercially its reasonable best efforts to continue to maintain, in all material respects, their preserve substantially intact its and its respective assets, properties and rights in accordance with present practice in a condition suitable for their current use, and (iii) Parent and Merger Sub shall use commercially reasonable efforts consistent with the foregoing to conduct the Subsidiaries’ business of Parent and Merger Sub in compliance with applicable Laws in all material respects, including without limitation the timely filing of all reports, forms or other documents with the SEC required to be filed with the SEC by Parent pursuant to the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and to preserve intact the business organization of Parent. (b) organization. Without limiting the generality of the foregoing clause (a)foregoing, during the period from between the date of this Agreement to and the Effective Time, neither Parent nor Merger Sub will (except as specifically would not, in each case, exceed $300,000 in transaction value, as set forth in Section 5.02 of the Parent Disclosure Letter or as otherwise expressly contemplated by this Agreement)Agreement or as required by applicable Law, Parent and the Merger Sub shall not, nor shall either permit any of its respective Subsidiaries to, without the prior written consent of the Company (such which consent shall not to be unreasonably withheld, conditioned, or delayed): (a) amend or propose to amend its Charter Documents other than in connection with or as may be required to effectuate the transactions contemplated by this Agreement; (b) (i) authorize for issuancesplit, combine, or reclassify any Parent Securities or Parent Subsidiary Securities, (ii) repurchase, redeem, or otherwise acquire, or offer to repurchase, redeem, or otherwise acquire, any Parent Securities or Parent Subsidiary Securities, or (iii) declare, set aside, or pay any dividend or distribution (whether in cash, stock, property, or otherwise) in respect of, or enter into any Contract with respect to the voting of, any shares of its capital stock (other than dividends from its direct or indirect wholly-owned Subsidiaries); (c) issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any shares of, or encumber any options, warrants, commitments, subscriptions Parent Securities or rights of any kind to acquire or sell Ordinary Shares (including upon exercise of any outstanding option, warrant or similar right to acquire such Ordinary Shares), any other shares of capital stock or other securities or equity interests, including any securities convertible into or exchangeable for Ordinary Shares or equity interest of any class and any other equity-based awards or alter in any way its outstanding securities or make any changes in outstanding shares of capital stock or its capitalization, whether by means of a reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, stock dividend or otherwise or agree to register under the Securities Act any capital stock of Parent or Merger SubSubsidiary Securities; (iid) declare, pay or set aside any dividend; (iii) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), make a loan or advance to or investment in any third party, or guarantee or endorse any indebtedness, liability or obligation of any Person or subject any of its assets, properties or rights, or any part thereof to any Encumbrances or other limitation or restriction; (iv) make any change in any Parent Organizational Documents or any Merger Sub Organizational Documents; (v) redeem, retire, purchase or otherwise acquire, directly or indirectly, any shares of the capital stock, membership interests or other ownership interests of Parent or Merger Sub; (vi) except in the ordinary course of business consistent with past practice, acquire, lease or sublease any material tangible assets, raw material or properties (including real property); (vii) enter into any Benefit Plan or any employment, severance, or change of control agreement; (viii) make capital expenditures in excess of $50,000, or commit to make capital expenditures for any period following the Effective Time; (ix) make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or GAAP; (x) enter into by any transaction that could cause Parent, Parent Employee Plan or Contract in effect as of the Company or Merger Sub to be treated as engaged in a trade or business in the United States for U.S. Federal income tax purposes; (xi) other than in the ordinary course of business consistent with past practice date hereof or as contemplated hereunderset forth in Section 5.02(d) of the Parent Disclosure Letter, establish, adopt, enter into, amend, terminate, exercise any discretion under, or for legal, accounting, fairness opinion and other fees take any action to be incurred in connection with the transactions contemplated hereunder, terminate or waive or assign any material right accelerate rights under any Parent Material Contract Employee Plans or enter into any contract (A) involving amounts potentially exceeding $50,000plan, (B) agreement, program, policy, trust, fund, or other arrangement that would be a Parent Material Contract or (C) with a term longer than one year that cannot be terminated without payment Employee Plan if it were in existence as of a material penalty and upon notice of 60 days or less (in the event any such contract is entered into, Parent will, within seven (7) days of execution of same provide a fully executed copy thereof to Company)date hereof; (xiie) fail to maintain its booksacquire, accounts and records in all material respects by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof, other than those made in the ordinary course of business consistent with past practice; (xiiif) establish (i) transfer, license, sell, lease, or otherwise dispose of (whether by way of merger, consolidation, sale of stock or assets, or otherwise) or pledge, encumber, or otherwise subject to any subsidiary Lien (other than as contemplated hereby) a Permitted Lien), the capital stock or enter into other equity interests in any new line Subsidiary of business; (xiv) fail to use commercially reasonable efforts to keep in force insurance policies Parent; provided, that the foregoing shall not prohibit Parent and its Subsidiaries from transferring, selling, leasing, or replacement disposing of obsolete equipment or revised policies providing insurance coverage with respect to the assetsassets being replaced, operations and activities of or granting non-exclusive licenses under the Parent and Merger Sub IP, in an amount and scope of coverage as are currently in effect; (xv) revalue any of its material assets or make any change in accounting methods, principles or practices, except as required by GAAP and approved by the Parent’s outside auditors; (xvi) waive, release, assign, settle or compromise any Action (including any third-party Action relating to this Agreement or the transactions contemplated hereby, including the Merger), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Parent or Merger Sub) not in excess of $50,000 individually or in the aggregate, or otherwise pay, discharge or satisfy any claims, liabilities or obligations other than each case in the ordinary course of business consistent with past practice, unless such amount has been reserved in the Parent financial statements included in the Parent SEC Reports; or (xvii) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets; (xviiiii) adopt or effect a plan of complete or partial liquidation, liquidation or dissolution, merger, consolidation, restructuring, recapitalization recapitalization, or other reorganization; (xixg) voluntarily incur issue or sell any debt securities or options, warrants, calls, 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 Contract to maintain any financial statement condition of any other Person (other than any wholly-owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, other than in the ordinary course consistent with past practice; (h) make any material change in any method of financial accounting principles or practices, in each case except for any such change required by a change in GAAP or applicable Law; (i) (i) settle or compromise any material Tax claim, audit, or assessment for an amount materially in excess of the amount reserved or accrued on the Parent Balance Sheet (or most recent consolidated balance sheet included in the Parent SEC Documents), (ii) make or change any material Tax election, change any annual Tax accounting period, or adopt or change any method of Tax accounting, (iii) amend any material Tax Returns or file claims for material Tax refunds, or (iv) enter into any material closing agreement, surrender in writing any right to claim a material Tax refund, offset or other reduction in Tax liability or obligation consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment relating to Parent or its Subsidiaries; (whether absolutej) except in connection with actions permitted by Section 5.05 hereof, accruedtake any action to exempt any Person from, contingent or make any acquisition of securities of Parent by any Person not subject to, any state takeover statute or similar statute or regulation that applies to Parent with respect to a Takeover Proposal or otherwise, except for the Company or any of its Subsidiaries or Affiliates, or the transactions contemplated by this Agreement; (k) abandon, allow to lapse, sell, assign, transfer, grant any security interest in otherwise encumber or dispose of any Parent IP, or grant any right or license to any Parent IP other than pursuant to non-exclusive licenses entered into in the ordinary course of business consistent with past practice; (xxl) sellterminate or fail to exercise renewal rights with respect to, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; (xxi) take any action that would reasonably be expected to delay or impair the obtaining of any Consents of any Governmental Authority to be obtained in connection with this Agreement; (xxii) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any Parent Affiliate Transaction; (xxiii) enter into any agreement, understanding or arrangement with respect to the voting of the capital equity of the Merger Subinsurance policy; or (xxivm) authorize agree or agree commit to do any of the foregoing actions. (c) Subject foregoing. Prior to the prior written consent Effective Time, Parent shall exercise, consistent with the terms and conditions of the Company and notwithstanding anything to the contrary contained in this Agreement, control and subject to compliance with applicable Laws, Parent supervision over its and its affiliates shall be permitted to agree to issue securities, a dividend (in cash, shares or other securities) or other rights following the completion of the Merger to the holders of Ordinary Shares who do not tender their Ordinary Shares in the Tender OfferSubsidiaries’ respective operations.