Common use of Conduct of Business of Parent Clause in Contracts

Conduct of Business of Parent. During the period from the date hereof through the Effective Time, except (i) as may be required by applicable Law, (ii) with the prior written consent of the Company, not to be unreasonably withheld, conditioned or delayed, (iii) as required by this Agreement or (iv) as set forth in Section 5.2 of the Parent Disclosure Schedule, Parent shall not, and shall cause its Subsidiaries not to: (a) make, declare or pay any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock, or any other securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any shares of its capital stock, except (A) dividends paid by any of the wholly owned Subsidiaries of Parent to Parent or to any of their wholly owned Subsidiaries, respectively, (B) the acceptance surrender or withholding of shares of Parent Common Stock as payment for the exercise price of Parent Stock Options or for withholding Taxes incurred in connection with the exercise, vesting or settlement of Parent Equity Awards in accordance with past practice and the terms of the applicable Parent Equity Award, or (C) the declaration and payment of quarterly cash dividends with respect to the Parent Common Stock in the ordinary course consistent with past practice, in a quarterly amount not to exceed the amount set forth on Section 5.2 of the Parent Disclosure Schedule or (D) stock buybacks in an amount not to exceed the amount set forth on Section 5.2 of the Parent Disclosure Schedule; (b) split, combine, subdivide, amend the terms of or reclassify any of Parent’s capital stock; (c) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other similar form of reorganization, other than transactions between the Parent and any direct or indirect wholly owned Parent Subsidiary or between direct or indirect wholly owned Parent Subsidiaries; (d) (A) acquire (whether by merger or consolidation, acquisition of stock or assets or by formation of a joint venture or otherwise) any other person or business or any material assets, deposits or properties of any other person, or (B) make any material investment in any other person either by purchase of stock or securities, contributions to capital, property transfers or purchase of property or assets of any person other than a wholly owned Subsidiary of Parent, except in each case of the foregoing (A) or (B) for acquisitions or investments that in each case would not reasonably be expected to materially delay or impede the consummation of the Mergers; (e) amend the Parent Organizational Documents or the Merger Sub Organizational Documents in any manner that would be adverse in any material respect to holders of Company Common Stock; (f) knowingly take any action that would reasonably be expected to materially delay or impede the consummation of the Mergers; or (g) agree to take, or make any commitment to take, any of the foregoing actions that are prohibited pursuant to this Section 5.2.

Conduct of Business of Parent. During the period from the date hereof through the Effective Time, except (i) as may be required by applicable Law, (ii) with the prior written consent of the Company, not to be unreasonably withheld, conditioned or delayed, (iii) as required by this Agreement Agreement, or (iv) as set forth in Section 5.2 of the Parent Disclosure Schedule, Parent shall not, and shall cause its Subsidiaries not to: (a) make, declare or pay any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock, or any other securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any shares of its capital stock, stock (except (A) dividends paid by any of the wholly owned Subsidiaries of Parent to Parent or to any of their wholly owned Subsidiaries, respectively, (B) the acceptance surrender or withholding of shares of Parent Common Stock as payment for the exercise price of options to purchase Parent Common Stock granted pursuant to the Parent Stock Options Plans or for withholding Taxes incurred in connection with the exercise, vesting or settlement of Parent Equity Awards Stock Awards, as applicable, in accordance with past practice and the terms of the applicable Parent Equity Award, award or (C) the declaration and payment of quarterly cash dividends with respect to on the Parent Common Stock in the ordinary course consistent with past practice, in a quarterly amount not to exceed the amount set forth on Section 5.2 of the Parent Disclosure Schedule or (D) stock buybacks in an amount not to exceed the amount set forth on Section 5.2 of the Parent Disclosure Schedule; (b) split, combine, subdivide, amend the terms of or reclassify any of Parent’s capital stock; (c) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other similar form of reorganization, other than transactions between the Parent and any direct or indirect wholly owned Parent Subsidiary or between direct or indirect wholly owned Parent Subsidiaries; (d) (A) acquire (whether by merger or consolidation, acquisition of stock or assets or by formation of a joint venture or otherwise) any other person or business or any material assets, deposits or properties of any other person, or (B) make any material investment in any other person either by purchase of stock or securities, contributions to capital, property transfers or purchase of property or assets of any person other than a wholly owned Subsidiary of Parent, except in each case of the foregoing (A) or (B) for acquisitions or investments that in each case would not reasonably be expected to (1) materially delay or impede the consummation of the MergersMerger or (2) result in the failure of the conditions set forth in Section 6.1(c) or Section 6.1(d) to be satisfied prior to the Outside End Date; (e) amend the Parent Organizational Documents or the certificate of incorporation or bylaws or Merger Sub Organizational Documents in any manner that would be adverse in any material respect to holders of Company Common Stock, or otherwise take any action to exempt any person from any provision of the Parent Organizational Documents; (f) knowingly take convene any action that would reasonably be expected to materially delay or impede the consummation meeting of the Mergersholders of Parent Common Stock for the purpose of revoking or varying the authority of the directors of Parent to allot Parent Common Stock; or (g) agree to take, or make any commitment to take, any of the foregoing actions that are prohibited pursuant to this Section 5.2.

Conduct of Business of Parent. During Except as contemplated by this Agreement (including the Parent Disclosure Letter), and the Parent Proxy Statement or the Investment Agreement, as amended and restated as of December 18, 1997, among Parent, Universal Studios, Inc. ("Universal"), Home Shopping Network, Inc., and Liberty Media Corporation ("Liberty") (the "Investment Agreement") and excluding transactions between Parent and its wholly owned subsidiaries or between such subsidiaries, during the period from the date hereof through of this Agreement and continuing until the Effective Time, except (i) as may be required by applicable LawTime or until the termination of this Agreement pursuant to Section 7.1, (iia) Parent and its subsidiaries shall conduct their respective businesses in the ordinary and usual course consistent with past practice, and (b) neither Parent nor any of its subsidiaries shall without the prior written consent of the Company, not to be unreasonably withheld, conditioned or delayed, (iii) as required by this Agreement or (iv) as set forth in Section 5.2 of the Parent Disclosure Schedule, Parent shall not, and shall cause its Subsidiaries not to: (ai) makedeclare, declare set aside or pay any dividend, dividends on or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, in respect of any shares of its capital stock, except the 2-for-1 stock split declared by Parent on February 20, 1998, or dividends or distributions declared and paid by a subsidiary of Parent only to Parent or another subsidiary of Parent; (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance or authorization of any other securities in respect of, in lieu of or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable in substitution for any shares of its capital stock, except (A) dividends paid for the 2-for-1 stock split declared by Parent on February 20, 1998 or repurchase, redeem or otherwise acquire any of the wholly owned Subsidiaries of Parent to Parent or to any of their wholly owned Subsidiaries, respectively, (B) the acceptance surrender or withholding of shares of Parent Common Stock as payment for the exercise price of Parent Stock Options or for withholding Taxes incurred in connection with the exercise, vesting or settlement of Parent Equity Awards in accordance with past practice and the terms of the applicable Parent Equity Award, or (C) the declaration and payment of quarterly cash dividends with respect to the Parent Common Stock in the ordinary course consistent with past practice, in a quarterly amount not to exceed the amount set forth on Section 5.2 of the Parent Disclosure Schedule or (D) stock buybacks in an amount not to exceed the amount set forth on Section 5.2 of the Parent Disclosure Schedule; (b) split, combine, subdivide, amend the terms of or reclassify any of Parent’s its capital stock; (ciii) adopt a plan except for the 2-for-1 stock split declared by Parent on February 20, 1998, issue, deliver, pledge, encumber or sell, or authorize or propose the issuance, delivery, pledge, encumbrance or sale of, or purchase or propose the purchase of, any shares of complete its capital stock or partial liquidationsecurities convertible into, dissolutionor rights, restructuringwarrants or options to acquire, recapitalization any such shares of capital stock or other similar form of reorganization, convertible securities (other than transactions between the Parent and any direct or indirect wholly owned Parent Subsidiary or between direct or indirect wholly owned Parent Subsidiaries; (d) (A) acquire (whether by merger the issuance of such capital stock to Parent or consolidationanother wholly owned subsidiary of Parent, acquisition or upon the exercise or conversion of stock options or assets other convertible or by formation exchangeable securities outstanding on the date of a joint venture this Agreement or otherwise) any other person or business or any material assets, deposits or properties of any other personwhich Parent is obligated to issue pursuant to the Investment Agreement and related agreements with Universal and Liberty, or (B) make any material investment the granting of options or stock to employees in any other person either by purchase the ordinary course of stock or securities, contributions to capital, property transfers or purchase business and the issuance of property or assets of any person other than a wholly owned Subsidiary of Parent, except in each case of the foregoing (AParent Common Stock upon exercise thereof) or (B) for acquisitions authorize or investments that propose any change in each case would not reasonably be expected to materially delay or impede the consummation of the Mergersits equity capitalization; (eiv) amend the Parent Organizational Documents or the Merger Sub Organizational Documents its Certificate of Incorporation in any manner that would be adverse or amend its Bylaws in any material respect to holders of Company Common Stockrespect; (fv) knowingly take any action that would or could reasonably be expected to materially delay result in any of its representations and warranties set forth in this Agreement being untrue or impede the consummation in any of the Mergersconditions to the Merger set forth in Article 6 not being satisfied; or (gvi) agree authorize or enter into any contract, agreement, commitment or arrangement to take, or make any commitment to take, do any of the foregoing actions that are prohibited pursuant to this Section 5.2foregoing.

Conduct of Business of Parent. During Except as contemplated by this Agreement (including the Parent Disclosure Letter), and the Parent Proxy Statement or the Investment Agreement, as amended and restated as of December 18, 1997, among Parent, Universal Studios, Inc. ("Universal"), Home Shopping Network, Inc., and Liberty Media Corporation ("Liberty") (the "Investment Agreement") and excluding transactions between Parent and its wholly owned subsidiaries or between such subsidiaries, during the period from the date hereof through of this Agreement and continuing until the Effective Time, except (i) as may be required by applicable LawTime or until the termination of this Agreement pursuant to Section 7.1, (iia) Parent and its subsidiaries shall conduct their respective businesses in the ordinary and usual course consistent with past practice, and (b) neither Parent nor any of its subsidiaries shall without the prior written consent of the Company, not to be unreasonably withheld, conditioned or delayed, (iii) as required by this Agreement or (iv) as set forth in Section 5.2 of the Parent Disclosure Schedule, Parent shall not, and shall cause its Subsidiaries not to: (ai) makedeclare, declare set aside or pay any dividend, dividends on or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, in respect of any shares of its capital stock, except the 2-for-1 stock split declared by Parent on February 20, 1998, or dividends or distributions declared and paid by a subsidiary of Parent only to Parent or another subsidiary of Parent; (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance or authorization of any other securities in respect of, in lieu of or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable in substitution for any shares of its capital stock, except (A) dividends paid for the 2-for-1 stock split declared by Parent on February 20, 1998 or repurchase, redeem or otherwise acquire any of the wholly owned Subsidiaries of Parent to Parent or to any of their wholly owned Subsidiaries, respectively, (B) the acceptance surrender or withholding of shares of Parent Common Stock as payment for the exercise price of Parent Stock Options or for withholding Taxes incurred in connection with the exercise, vesting or settlement of Parent Equity Awards in accordance with past practice and the terms of the applicable Parent Equity Award, or (C) the declaration and payment of quarterly cash dividends with respect to the Parent Common Stock in the ordinary course consistent with past practice, in a quarterly amount not to exceed the amount set forth on Section 5.2 of the Parent Disclosure Schedule or (D) stock buybacks in an amount not to exceed the amount set forth on Section 5.2 of the Parent Disclosure Schedule; (b) split, combine, subdivide, amend the terms of or reclassify any of Parent’s its capital stock; (ciii) adopt a plan except for the 2-for-1 stock split declared by Parent on February 20, 1998, issue, deliver, pledge, encumber or sell, or authorize or propose the issuance, delivery, pledge, encumbrance or sale of, or purchase or propose the purchase of, any shares of complete its capital stock or partial liquidationsecurities convertible into, dissolutionor rights, restructuringwarrants or options to acquire, recapitalization any such shares of capital stock or other similar form of reorganization, convertible securities (other than transactions between the Parent and any direct or indirect wholly owned Parent Subsidiary or between direct or indirect wholly owned Parent Subsidiaries; (d) (A) acquire (whether by merger the issuance of such capital stock to Parent or consolidationanother wholly owned subsidiary of Parent, acquisition or upon the exercise or conversion of stock options or assets other convertible or by formation exchangeable securities outstanding on the date of a joint venture this Agreement or otherwise) any other person or business or any material assets, deposits or properties of any other personwhich Parent is obligated to issue pursuant to the Investment Agreement and related agreements with Universal and Liberty, or (B) make any material investment the granting of options or stock to employees in any other person either by purchase the ordinary course of stock or securities, contributions to capital, property transfers or purchase business and the issuance of property or assets of any person other than a wholly owned Subsidiary of Parent, except in each case of the foregoing (AParent Common Stock upon exercise thereof) or (B) for acquisitions authorize or investments that propose any change in each case would not reasonably be expected to materially delay or impede the consummation of the Mergersits equity capitalization; (eiv) amend the Parent Organizational Documents or the Merger Sub Organizational Documents its Certificate of Incorporation in any manner that would be adverse or amend its Bylaws in any material respect to holders of Company Common Stock; respect; (fv) knowingly take any action that would or could reasonably be expected to materially delay result in any of its representations and warranties set forth in this Agreement being untrue or impede the consummation of the Mergers; or (g) agree to take, or make any commitment to take, in any of the foregoing actions that are prohibited pursuant conditions to this Section 5.2.the Merger set forth in Article 6 not being satisfied; or

Conduct of Business of Parent. During the period from the date hereof through the Effective Time, except (i) Except as may be required consented to by applicable Law, (ii) with the prior written consent of the Company, not to be unreasonably withheld, conditioned or delayed, (iii) as required by this Agreement or (iv) as set forth in Section 5.2 of the Parent Disclosure Schedule, or as contemplated by this Agreement, during the period from the date hereof to the Effective Time, neither Parent shall not, and shall cause nor any of its Subsidiaries not tosubsidiaries will: (a) makeamend its charter, declare articles or pay certificate of incorporation or bylaws (or other similar organizational or governing instruments); (b) authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any dividend, stock of any class or make any other distribution onsecurities convertible into or exchangeable for any stock or any equity equivalents (including, any stock options or directly stock appreciation rights), except for (i) the issuance of shares of Parent Common Stock upon the exercise of outstanding Parent Stock Options and Parent Warrants, and (ii) the grant to newly hired officers, employees or indirectly redeemagents (in the ordinary course of business consistent with past practice) of additional Company Stock Options after the date hereof to purchase up to 50,000 additional shares of Parent Stock and the issuance of shares on the exercise thereof; (i) split, purchase combine or otherwise acquire, reclassify any shares of its capital stock; (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 capital stock (other securities than any dividends or obligations convertible distributions payable to Parent or its subsidiaries); (whether currently convertible iii) make any other actual, constructive or convertible only after the passage deemed distribution in respect of time or the occurrence of certain events) into or exchangeable for any shares of its capital stock, except stock or otherwise make any payments to stockholders in their capacity as such (A) dividends paid by other than any of the wholly owned Subsidiaries of Parent distributions or payments to Parent or to its subsidiaries); or (iv) redeem, repurchase or otherwise acquire any of their wholly owned Subsidiaries, respectively, (B) the acceptance surrender its securities or withholding any securities of shares any of Parent Common Stock as payment for the exercise price of Parent Stock Options or for withholding Taxes incurred in connection with the exercise, vesting or settlement of Parent Equity Awards in accordance with past practice and the terms of the applicable Parent Equity Award, or (C) the declaration and payment of quarterly cash dividends with respect to the Parent Common Stock in the ordinary course consistent with past practice, in a quarterly amount not to exceed the amount set forth on Section 5.2 of the Parent Disclosure Schedule or (D) stock buybacks in an amount not to exceed the amount set forth on Section 5.2 of the Parent Disclosure Scheduleits subsidiaries; (b) split, combine, subdivide, amend the terms of or reclassify any of Parent’s capital stock; (cd) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other similar form of reorganization, reorganization (other than transactions between the Parent and any direct or indirect wholly owned Parent Subsidiary or between direct or indirect wholly owned Parent SubsidiariesMerger); (de) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any subsidiary of Parent; (f) (i) incur or assume any indebtedness for borrowed money other than under existing credit facilities (or any renewals, replacements or extensions that do not increase the aggregate commitments thereunder) except (A) acquire in the ordinary and usual course of business consistent with past practice or (B) in connection with any acquisition or capital expenditure permitted by this Section 5.2; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether by merger or consolidationdirectly, acquisition of stock or assets or by formation of a joint venture contingently or otherwise) any other person or business or any material assets, deposits or properties for the obligations of any other person, except in the ordinary and usual course of business consistent with past practice, and except for obligations of the wholly owned subsidiaries of Parent; (iii) make any loans, advances or capital contributions to, or investments in, any other person (other than (A) any acquisition permitted by this Section 5.2, (B) loans, advances or capital contributions to or investments in wholly owned subsidiaries of Parent, (C) loans or advances to employees of Parent or any of its subsidiaries in the ordinary and usual course of business consistent with past practice or (D) extensions of credit to customers in the ordinary and usual course of business consistent with past practice); (iv) pledge or otherwise encumber shares of capital stock of Parent or its subsidiaries; or (v) create or assume any Lien on any material assets of Parent or any of its subsidiaries other than in the ordinary and usual course of business consistent with past practice; (g) (i) increase in any manner the compensation or fringe benefits of any director, officer or employee except in the ordinary and usual course of business consistent with past practice or pay any benefit not required by any Parent Benefit Plan or Parent Employee Arrangement as in effect as of the date hereof or grant any completion bonuses or change of control payments in respect of the Merger; (ii) except in the ordinary and usual course of business consistent with past practice, promote or change the classification or status in respect of or hire any employee or individual; or (iii) make any contributions or other deposits to any trust that is not qualified under Section 501(a) of the Code; (h) acquire, sell, lease or dispose of any material assets outside the ordinary and usual course of business consistent with past practice or any assets which in the aggregate are material to Parent and its subsidiaries taken as a whole, other than extensions or renewals in the ordinary and usual course of business consistent with past practice; (i) except as may be required as a result of a change in Law or in GAAP, make any material investment change in any other person either by purchase of stock or securities, contributions to capital, property transfers or purchase of property or assets of any person other than a wholly owned Subsidiary of Parent, except in each case of the foregoing (A) accounting principles or (B) for acquisitions or investments that in each case would not reasonably be expected to materially delay or impede the consummation of the Mergerspractices used by it; (ej) amend the Parent Organizational Documents or the Merger Sub Organizational Documents in any manner that would be adverse revalue in any material respect to holders any of Company Common Stockits assets, including, writing down the value of inventory or writing-off notes or accounts receivable other than in the ordinary and usual course of business consistent with past practice or as required by GAAP; (fi) knowingly take acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or any equity interest therein; (ii) other than in the ordinary and usual course of business consistent with past practice, enter into any material contract or agreement or amend in any material respect any of the Parent Material Contracts or the agreements referred to in Section 4.18; (iii) authorize any new capital expenditure or expenditures which are not provided for in Parent's current capital expenditure plan and which, individually, is in excess of $25,000 or, in the aggregate, are in excess of $50,000; or (iv) enter into or amend any contract, agreement, commitment or arrangement providing for the taking of any action that would reasonably be expected prohibited hereunder; (l) make or revoke any material Tax election, or settle or compromise any material Tax liability, or change (or make a request to materially delay any taxing authority to change) any material aspect of its method of accounting for Tax purposes; (m) pay, discharge or impede satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the consummation payment, discharge or satisfaction in the ordinary and usual course of business consistent with past practice or in accordance with their terms of liabilities reflected, or reserved against in, the Mergersconsolidated financial statements, including notes thereto, of Parent and its subsidiaries or incurred since the date of such financial statements or waive the benefits of, or agree to modify in any manner, any confidentiality, standstill or similar agreement related to a business combination involving Parent to which Parent or any of its subsidiaries is a party; (n) settle or compromise any pending or threatened suit, action or claim relating to the transactions contemplated hereby; (o) enter into any agreement or arrangement that limits or otherwise restricts Parent or any of its subsidiaries or any successor thereto or that could, after the Effective Time, limit or restrict the Surviving Corporation and its affiliates (including Parent) or any successor thereto, from engaging or competing in any line of business or in any geographic area; (p) fail to comply in any material respect with any Law applicable to Parent, its subsidiaries, or their respective assets; (q) enter into any direct or indirect arrangements for financial subsidies from a Governmental Entity; (r) adopt, enter into, amend, alter or terminate (partially or completely) any Parent Benefit Plan or Parent Employee Arrangement except as contemplated by this Agreement or to the extent required by applicable Law; (s) enter into any contract with an officer, director, employee, agent or other similar representative of Parent or any of its subsidiaries that is not terminable, without penalty or other liability, upon not more than sixty (60) calendar days' notice; or (gt) agree except as permitted by Sections 6.6, 8.4 and 8.5 hereof, take, propose to take, or make any commitment agree in writing or otherwise to take, any of the foregoing actions described in Sections 5.2(a) through 5.2(s) or any action which would cause the condition set forth in Section 7.3(a) not to be satisfied; or (u) except as permitted by Sections 6.6, 8.4 and 8.5 hereof, take any action that are prohibited pursuant would or would reasonably be expected to prevent, impair or materially delay the ability of the Company or Parent to consummate the transactions contemplated by this Section 5.2Agreement.