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 any of their wholly owned Subsidiaries, respectively, (B) the acceptance 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 Plans or for withholding Taxes incurred in connection with the exercise, vesting or settlement of Parent Stock Awards, as applicable, in accordance with past practice and the terms of the applicable award or (C) the declaration and payment of quarterly cash dividends 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; (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 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 Merger 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 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) convene any meeting of the holders 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 onin respect of any of its capital stock, except the 2-for-1 stock split declared by Parent on February 20, 1998, or directly dividends or indirectly redeemdistributions 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 in substitution for shares of its capital stock, except for the 2-for-1 stock split declared by Parent on February 20, 1998 or repurchase, redeem or otherwise acquire any shares of its capital stock; (iii) 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 otherwise acquirepropose the purchase of, any shares of its capital stockstock or securities convertible into, or rights, warrants or options to acquire, 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 such shares of its capital stock or other convertible securities (except other than (A) dividends paid by any the issuance of the wholly owned Subsidiaries of Parent such capital stock to Parent or any of their another wholly owned Subsidiariessubsidiary of Parent, respectively, (B) the acceptance of shares of Parent Common Stock as payment for or upon the exercise price or conversion of options or other convertible or exchangeable securities outstanding on the date of this Agreement or which Parent is obligated to purchase Parent Common Stock granted issue pursuant to the Parent Stock Plans or for withholding Taxes incurred in connection Investment Agreement and related agreements with the exercise, vesting or settlement of Parent Stock Awards, as applicable, in accordance with past practice Universal and the terms of the applicable award or (C) the declaration and payment of quarterly cash dividends 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; (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 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 personLiberty, or (B) make the granting of options or stock to employees in the ordinary course of business and the issuance of Parent Common Stock upon exercise thereof) or authorize or propose any change in its equity capitalization; (iv) amend its Certificate of Incorporation in any manner or amend its Bylaws in any material investment in respect; (v) take any other person either by purchase of stock action that would 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 could reasonably be expected to (1) materially delay or impede the consummation of the Merger or (2) result in the failure any of its representations and warranties set forth in this Agreement being untrue or in any of the conditions to the Merger 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 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) convene any meeting of the holders of Parent Common Stock for the purpose of revoking or varying the authority of the directors of Parent to allot Parent Common StockArticle 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 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 Plans Options or for withholding Taxes incurred in connection with the exercise, vesting or settlement of Parent Stock Awards, as applicable, Equity Awards in accordance with past practice and the terms of the applicable award Parent Equity Award, or (C) the declaration and payment of quarterly cash dividends on 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 (1) materially delay or impede the consummation of the Merger 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 DateMergers; (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) convene knowingly take any meeting action that would reasonably be expected to materially delay or impede the consummation of the holders of Parent Common Stock for the purpose of revoking or varying the authority of the directors of Parent to allot Parent Common StockMergers; 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 (a) Parent agrees that during the period from the date of this Agreement to the Effective Time (unless the Company shall otherwise agree in writing and except as otherwise contemplated by this Agreement), Parent will, and will cause each of its Subsidiaries to conduct its operations according to its ordinary and usual course of business consistent with past practice. Without limiting the generality of the foregoing, and except as otherwise permitted in this Agreement, as set forth in Schedule 6.2 or as set forth in Parent's 2001 ------------ operating budget as submitted in writing to the Company prior to the date hereof through (and, if applicable, Parent's 2002 operating and capital budget), prior to the Effective Time, except (i) as may be required by applicable Lawneither Parent nor any of its Subsidiaries will, (ii) with 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) make, declare or pay enter into any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares agreement relating to a transaction which would require the approval of its capital stock, or any other securities or obligations convertible (whether currently convertible or convertible only after shareholders under the passage of time VSCA or the occurrence listing standards of certain events) into or exchangeable for any shares of its capital stock (except the Nasdaq, including, without limitation, (A) dividends paid by any of the wholly owned Subsidiaries of Parent entering into an agreement to Parent effect, or any of their wholly owned Subsidiarieseffecting, respectivelya Change in Control with respect to Parent, (B) altering through merger, liquidation, reorganization, restructuring or in any other fashion the acceptance of shares corporate structure or organization of Parent Common Stock as payment for the exercise price or any Subsidiary or (C) adopt any amendments to its Articles of options to purchase Parent Common Stock granted pursuant to the Parent Stock Plans Incorporation or for withholding Taxes incurred in connection with the exercise, vesting or settlement of Parent Stock Awards, as applicable, in accordance with past practice and Bylaws which would alter the terms of the applicable award or (C) the declaration and payment of quarterly cash dividends 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 ScheduleStock; (b) split, combine, subdivide, amend the terms of or reclassify any of Parent’s capital stock; (cii) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization, reorganization of Parent or of its Subsidiaries (other than transactions between with respect to the Parent and any direct or indirect wholly owned Parent Subsidiary or between direct or indirect wholly owned Parent SubsidiariesMerger); (diii) other than with respect to the Preferred Stock contemplated by the Financing Letter, adopt any amendments to its Articles of Incorporation or otherwise alter its capital structure; (Aiv) acquire (whether by merger other than in the ordinary course of business consistent with past practice, incur any indebtedness for borrowed money or consolidationguarantee any such indebtedness or make any loans, acquisition of stock advances or assets capital contributions to, or by formation of a joint venture or otherwise) any other person or business or any material assetsinvestments in, 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 to Parent or any wholly owned Subsidiary subsidiary of Parent; (v) authorize, except in each case recommend, propose or announce an intention to do any of the foregoing foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing; or (Avi) take any action or (B) for acquisitions or investments that in each case would not fail to take any action which could reasonably be expected to (1) materially delay or impede the consummation of the Merger or (2) result in the failure a breach of the conditions set forth in Section 6.1(c) any representation warranty or Section 6.1(d) to be satisfied prior to the Outside End Date;covenant hereunder. (eb) In addition, during the period from the date of this Agreement until the Effective Time: (i) Parent shall not amend the Parent Organizational Documents or the certificate of incorporation or bylaws or Merger Sub in any manner that would be adverse Financing Letter in any material respect and shall use its best efforts to holders do or cause to be done all things necessary or appropriate on its part in order to fulfill the conditions precedent set forth in the Financing Letter and to consummate the transactions contemplated by such Financing Letter; or (ii) Neither Parent nor any Subsidiary, nor any executive officer or director of Company Common StockParent or any Subsidiary, nor any shareholder of Parent who may be deemed to be an "affiliate" (as that term is defined for purposes of Rules 145 and 405 promulgated by the SEC under the Securities Act) of Parent shall purchase or sell on Nasdaq, or otherwise take submit a bid to purchase or an offer to sell on Nasdaq, directly or indirectly, any action to exempt any person from any provision of the Parent Organizational Documents; (f) convene any meeting of the holders shares of Parent Common Stock for the purpose of revoking or varying the authority of the directors any options, rights or other securities convertible into shares of Parent to allot Parent Common Stock; or (g) agree to take, or make any commitment to take, any of Stock during the foregoing actions that are prohibited pursuant to this Section 5.2Price Determination Period.

Conduct of Business of Parent. During Except as ----------------------------- contemplated by this Agreement, during the period from the date hereof through to the Effective Time, Parent will, and will cause each of its subsidiaries to, conduct its operations in the ordinary course of business consistent with past practice and, to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement, seek to preserve intact its current business organizations, seek to keep available the service of its current officers and employees and seek to preserve its relationships with customers, suppliers and others having business dealings with it to the end that goodwill and ongoing businesses shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, and except (i) as may be required by applicable Lawotherwise expressly provided in this Agreement, (ii) with prior to the Effective Time, Parent will not, without the prior written consent of the Company, which consent shall 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 amend its certificate of incorporation (other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares than to increase the number 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 any of their wholly owned Subsidiaries, respectively, (B) the acceptance of authorized shares of Parent Common Stock as payment for the exercise price of options to purchase Parent Common Stock granted pursuant to the Parent Stock Plans Stock) or for withholding Taxes incurred in connection with the exercise, vesting or settlement of Parent Stock Awards, as applicable, in accordance with past practice and the terms of the applicable award or (C) the declaration and payment of quarterly cash dividends 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 Schedulebylaws; (b) split, combine, subdivide, amend the terms of combine or reclassify any shares of Parent’s its capital stock; 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; make any other actual, constructive or deemed distribution in respect of any shares of its capital stock or otherwise make any payments to stockholders in their capacity as such; or redeem or otherwise acquire any of its securities; (c) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization, other than transactions between the Parent and any direct or indirect wholly owned Parent Subsidiary or between direct or indirect wholly owned Parent Subsidiariesreorganization of Parent; (d) grant options to purchase, or make restricted stock grants with respect to, in excess of 1,000,000 shares of Parent Common Stock under Parent's employee stock option plans or stock purchase plans, except in connection with any acquisition (A) acquire (whether by merger or merger, consolidation, or acquisition of stock or assets assets) of any corporation, partnership or by formation of a joint venture other business organization or otherwise) any other person or business division thereof or any material assetsequity interest therein (including, deposits or properties of any other personwithout limitation, or (B) make any material investment in any other person either connection with the transactions contemplated 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 Merger 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 DateDavidson Agreement); (e) amend the Parent Organizational Documents or the certificate of incorporation or bylaws or Merger Sub except as set forth 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 Section 4.2(e) of the Parent Organizational Documents;Disclosure Schedule, incur or assume any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit in the ordinary course of business and in amounts not material to Parent and its subsidiaries taken as a whole and except for other indebtedness not exceeding $100,000,000 in the aggregate; or (f) convene any meeting of the holders 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 agree in writing or otherwise to take, any of the foregoing actions that are prohibited pursuant to this Section 5.2described in Sections 4.2(a) through 4.2(e).

Conduct of Business of Parent. During Parent shall use its reasonable commercial efforts to maintain and preserve intact its business organization, to retain the period from services of its current officers and key employees, and to preserve the date hereof through good will of its customers, suppliers and other Persons with whom it has business relationships. Without limiting the Effective Time, except (i) as may be required by applicable Law, (ii) with the prior written consent generality of the Company, not to be unreasonably withheld, conditioned or delayed, (iii) foregoing and except as required otherwise contemplated by this Agreement, Agreement or (iv) as set forth in Section 5.2 6.2 of the Parent Disclosure ScheduleLetter, Parent shall not, and shall cause its Subsidiaries not to: (a) amend its certificate of incorporation or bylaws; (b) amend the certificate of incorporation of Merger Sub; (c) make, declare or pay any dividend, extraordinary cash dividend or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, payment with respect to any shares of its capital stock, or any other securities redeem, purchase or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for otherwise acquire any shares of its capital stock or any option, warrant, conversion right or other right to acquire such shares (except other than repurchases of capital stock or such options, warrants or rights from departing employees or in connection with cashless exercises of stock options) or make any commitment for any such action; (Ad) dividends paid by adjust, split, combine or reclassify its capital stock without complying with Section 2.1(d) to the extent required to do so; (e) take any action that would reasonably be expected to result in any representation or warranty of Parent under this Agreement becoming untrue or inaccurate in any material respect at or as of any time prior to the Closing or omit to take any action necessary to prevent any such representation or warranty from becoming untrue or inaccurate in any material respect at such time; (f) issue shares of Parent Common Stock in excess of 25% of the wholly owned Subsidiaries of Parent to Parent or any of their wholly owned Subsidiaries, respectively, (B) the acceptance number of shares of Parent Common Stock outstanding as payment for of the exercise price date hereof, excluding (i) shares of options to purchase Parent Common Stock granted pursuant to the Parent Stock Plans or for withholding Taxes incurred issued in connection with the exercise, vesting or settlement exercise of Parent Stock Awards, as applicable, in accordance with past practice and the terms stock options or other securities issued to employees or consultants that are convertible into shares of the applicable award or (C) the declaration and payment of quarterly cash dividends on the Parent Common Stock and (ii) shares of Parent Common Stock constituting Merger Consideration; provided, that nothing in the ordinary course consistent with past practiceSection 6.2, including this Section 6.2(f), shall in any way restrict Parent’s ability to enter into or consummate a quarterly amount not to exceed the amount set forth on Section 5.2 transaction constituting a Change of the Parent Disclosure ScheduleControl; (bg) split, combine, subdivide, amend the terms of or reclassify enter into any of Parent’s capital stock; agreement which would conflict with (c) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other 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 in 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 (Arespect) or (B) for acquisitions or investments that in each case would not reasonably be expected to (1) prevent, materially delay or impede otherwise materially inhibit the consummation of the Merger or transactions contemplated by this Agreement; provided, that nothing in this Section 6.2 (2including this Section 6.2(g)) 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 shall in any manner that would be adverse in any material respect way restrict Parent’s ability to holders enter into or consummate a transaction constituting a Change of Company Common Stock, or otherwise take any action to exempt any person from any provision of the Parent Organizational Documents; (f) convene any meeting of the holders of Parent Common Stock for the purpose of revoking or varying the authority of the directors of Parent to allot Parent Common StockControl; or (gh) agree authorize or commit 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 onin respect of any of its capital stock, except the 2-for-1 stock split declared by Parent on February 20, 1998, or directly dividends or indirectly redeemdistributions 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 in substitution for shares of its capital stock, except for the 2-for-1 stock split declared by Parent on February 20, 1998 or repurchase, redeem or otherwise acquire any shares of its capital stock; (iii) 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 otherwise acquirepropose the purchase of, any shares of its capital stockstock or securities convertible into, or rights, warrants or options to acquire, 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 such shares of its capital stock or other convertible securities (except other than (A) dividends paid by any the issuance of the wholly owned Subsidiaries of Parent such capital stock to Parent or any of their another wholly owned Subsidiariessubsidiary of Parent, respectively, (B) the acceptance of shares of Parent Common Stock as payment for or upon the exercise price or conversion of options or other convertible or exchangeable securities outstanding on the date of this Agreement or which Parent is obligated to purchase Parent Common Stock granted issue pursuant to the Parent Stock Plans or for withholding Taxes incurred in connection Investment Agreement and related agreements with the exercise, vesting or settlement of Parent Stock Awards, as applicable, in accordance with past practice Universal and the terms of the applicable award or (C) the declaration and payment of quarterly cash dividends 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; (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 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 personLiberty, or (B) make the granting of options or stock to employees in the ordinary course of business and the issuance of Parent Common Stock upon exercise thereof) or authorize or propose any change in its equity capitalization; (iv) amend its Certificate of Incorporation in any manner or amend its Bylaws in any material investment in respect; (v) take any other person either by purchase of stock action that would 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 could reasonably be expected to (1) materially delay or impede the consummation of the Merger or (2) result in the failure any of its representations and warranties set forth in this Agreement being untrue or in any of the conditions to the Merger 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 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) convene any meeting of the holders of Parent Common Stock for the purpose of revoking or varying the authority of the directors of Parent to allot Parent Common StockArticle 6 not being satisfied; 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.