Common use of Conduct of Business of Parent Clause in Contracts

Conduct of Business of Parent. From and after the date of this Agreement and prior to the First Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Article VII, except as expressly contemplated by this Agreement, as set forth in Section 5.2 of the Parent Disclosure Letter or as required by Law, without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed, Parent shall, and shall cause each of its Subsidiaries to, use reasonable best efforts to (x) conduct its operations only in the ordinary course of business (it being acknowledged and agreed that, for purposes of this Agreement, any action taken by Parent or its Subsidiary or any actions, inactions, activities or conduct of Parent or any of its Subsidiaries necessary (in its sole discretion), whether or not in the ordinary course of business, to mitigate, respond to or otherwise address the current or anticipated effects or impact of COVID-19 (or any strain, mutation or variation thereof, any health condition related thereto) (including suspending some or all operations of or related to their respective businesses and related activities, including complying with any shelter in place and non-essential business orders by any Governmental Authority or taking other similar measures to protect the health, safety and welfare of any Person (any such action, inaction, activity or conduct, a “Parent Response Action”), that would otherwise be in breach of this Section 5.2, shall be deemed not to be a breach of this Section 5.2) and (y) maintain and preserve intact its business organization, to retain the services of its current officers and employees (it being understood that no material increases in any compensation, including any incentive, retention or similar compensation shall be required in respect thereof except to the extent such increase is required in the ordinary course of business and is permitted by this Section 5.2) and to preserve the good will of its customers, suppliers, agents, employees and other Persons with whom it has material business relationships. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement, as set forth in Section 5.2 of the Parent Disclosure Letter or required by applicable Law, from and after the date of this Agreement and prior to the First Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Article VII, Parent shall not, and shall not permit any of its Subsidiaries to, take any of the following actions, without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed:

Conduct of Business of Parent. From and after the date of this Agreement and prior to until the First Effective Time or earlier of the date, if any, on which termination of this Agreement is earlier terminated pursuant to Article VIIand the Effective Time, except (i) as required by Applicable Law, (ii) as set forth in Section 5.01(b) of the Parent Disclosure Letter, or (iii) as otherwise required or expressly contemplated by this Agreement, as set forth in Section 5.2 of unless the Parent Disclosure Letter or as required by Law, without the prior written Company shall otherwise consent of the Company, such (which consent shall not to be unreasonably withheld, conditioned or delayed), Parent shall, and shall cause each of its Subsidiaries to, use reasonable best efforts to (xA) conduct its operations only business in the ordinary course of business (it being acknowledged consistent with past practice and agreed that, for purposes of this Agreement, any action taken by Parent or its Subsidiary or any actions, inactions, activities or conduct of Parent or any of its Subsidiaries necessary (in its sole discretion), whether or not compliance in the ordinary course of business, to mitigate, respond to or otherwise address the current or anticipated effects or impact of COVID-19 (or any strain, mutation or variation thereof, any health condition related thereto) (including suspending some or all operations of or related to their respective businesses and related activities, including complying material respects with any shelter in place and non-essential business orders by any Governmental Authority or taking other similar measures to protect the health, safety and welfare of any Person (any such action, inaction, activity or conduct, a “Parent Response Action”), that would otherwise be in breach of this Section 5.2, shall be deemed not to be a breach of this Section 5.2) all Applicable Laws and (yB) maintain and use reasonable best efforts to preserve intact its business organization, to retain organization and advantageous business relationships and keep available the services of its current officers and employees (it being understood employees; provided, however, that no material increases in action or failure to take action with respect to matters specifically addressed by any compensationof the provisions of the next sentence shall constitute a breach under this sentence unless such action or failure to take action would constitute a breach of such provision of the next sentence. In addition, including any incentive, retention or similar compensation shall be required in respect thereof except to the extent such increase is required in the ordinary course of business and is permitted by this Section 5.2) and to preserve the good will of its customers, suppliers, agents, employees and other Persons with whom it has material business relationships. Without without limiting the generality of the foregoingforegoing and to the fullest extent permitted by Applicable Law, from the date of this Agreement until the earlier of termination of this Agreement and the Effective Time, except as otherwise expressly contemplated by this Agreement, as set forth in Section 5.2 5.01(b) of the Parent Disclosure Letter or required by applicable Lawwith the Company’s prior written consent (which consent shall not be unreasonably withheld, from and after the date of this Agreement and prior to the First Effective Time conditioned or the date, if any, on which this Agreement is earlier terminated pursuant to Article VIIdelayed), Parent shall not, and shall not permit any of its Subsidiaries to, do any of the following: (i) amend the Parent Charter or the Parent By-laws or the comparable organizational documents of any Subsidiary of Parent in any manner adverse to the Company, in each case other than in connection with the Financing, or enter into any written agreement with any of Parent’s stockholders in their capacity as such; (ii) (A) issue, sell, encumber or grant any shares of the capital stock or other equity or voting interests of Parent, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for any shares of capital stock or other equity or voting interests of Parent, or any rights, warrants or options to purchase any shares of capital stock or other equity or voting interests of Parent, except for any issuance, sale or grant (1) solely between or among Parent and its wholly owned Subsidiaries or (2) pursuant to the issuance, exercise or settlement of Parent Stock Options, Parent Restricted Shares or other equity awards or obligations under the Parent equity incentive plans outstanding on the date hereof in accordance with the terms of the applicable Parent equity incentive plans in effect on the date hereof or granted after the date hereof not in violation of this Agreement, (B) establish a record date for, declare, set aside for payment or pay any dividend on, or make any other distribution in respect of, any shares of its capital stock or other equity or voting interests, or (C) adjust, split, combine, subdivide or reclassify any shares of its capital stock or other equity or voting interests; (iii) except as otherwise permitted under the Parent Credit Agreement (A) incur any Indebtedness, except for (1) Indebtedness solely between or among Parent and any of its Subsidiaries, (2) letters of credit issued in the ordinary course of business, (3) Indebtedness incurred under bank lines of credit in effect as of the date hereof, (4) trade credit or trade payables in the ordinary course of business consistent with past practice, and (5) any Indebtedness incurred in anticipation of the Closing hereunder and the other transactions contemplated hereby or (B) make any loans, capital contributions or advances to any person outside of the ordinary course of business, other than to Parent or any Subsidiary of Parent; (iv) sell, lease (as lessor), license, mortgage, sell and leaseback or otherwise subject to any Lien (other than Permitted Liens), or otherwise dispose of any material properties or assets or any material interests therein other than (A) in the ordinary course of business consistent with past practice, (B) pursuant to Contracts in existence on the date of this Agreement, (C) with respect to transactions (x) where Parent is the disposing party, among Parent and one or more of its wholly owned Subsidiaries in the ordinary course of business consistent with past practice or (y) where its Subsidiary is the disposing party, among Parent and one or more of its Subsidiaries or among its Subsidiaries, (D) with a value or purchase price not in excess of $50,000,000 or (E) pursuant to any obligations of Parent or Merger Sub pursuant to Section 6.03(c); (v) make any material change in financial accounting methods, principles or practices, except insofar as may have been required by a change in GAAP or Applicable Law (after the date of this Agreement); (vi) enter into or amend any Parent Contract to the extent consummation of the Merger or compliance by Parent or any of its Subsidiaries with the provisions of this Agreement would reasonably be expected to conflict with, or result in a violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation of any Lien upon any of the material properties or assets of Parent or any of its Subsidiaries under, or require Parent, the Company or any of their respective Subsidiaries to license or transfer any of its material properties or assets under, or give rise to any increased, additional, accelerated, or guaranteed right or entitlements of any third party under, or result in any material alteration of, any provision of such Parent Contract or amendment; (vii) assign, transfer, lease, cancel, fail to renew or fail to extend any material Permit; or (viii) agree, commit or propose to take any of the following actions, without the prior written consent foregoing actions or fail to take any action that would result in any of the Company, such consent not to be unreasonably withheld, conditioned or delayed:foregoing.

Conduct of Business of Parent. From and after the date of this Agreement and prior to the First Effective Time Except (i) as contemplated or the date, if any, on which this Agreement is earlier terminated pursuant to Article VII, except as expressly contemplated permitted by this Agreement, (ii) as set forth disclosed in Section 5.2 4.2 of the Parent Disclosure Letter or Letter, (iii) as required by Lawlaw or by a Governmental Entity of competent jurisdiction, without or (iv) to the prior written extent that the Company shall otherwise consent in writing, during the period from the date hereof to the earlier of the Company, such consent not to be unreasonably withheld, conditioned or delayedEffective Time and the termination of this Agreement in accordance with its terms, Parent shall, shall and shall cause each of its the Parent Subsidiaries to, use reasonable best efforts to (x) conduct its their operations only in the ordinary course of business (it being acknowledged consistent with past practices and, to the extent consistent therewith, and agreed that, for purposes with no less diligence and effort than would be applied in the absence of this Agreement, any action taken by Parent or its Subsidiary or any actions, inactions, activities or conduct of Parent or any of its Subsidiaries necessary (in its sole discretion), whether or not in the ordinary course of business, seek to mitigate, respond to or otherwise address the current or anticipated effects or impact of COVID-19 (or any strain, mutation or variation thereof, any health condition related thereto) (including suspending some or all operations of or related to their respective businesses and related activities, including complying with any shelter in place and non-essential business orders by any Governmental Authority or taking other similar measures to protect the health, safety and welfare of any Person (any such action, inaction, activity or conduct, a “Parent Response Action”), that would otherwise be in breach of this Section 5.2, shall be deemed not to be a breach of this Section 5.2) and (y) maintain and preserve intact its current business organizationorganizations, to retain keep available the services service of its current key officers and key employees (it being understood and preserve its relationships with customers and suppliers with the intention that no material increases in any compensation, including any incentive, retention or similar compensation its goodwill and ongoing businesses shall be required in respect thereof except to materially unimpaired at the extent such increase is required in the ordinary course of business and is permitted by this Section 5.2) and to preserve the good will of its customers, suppliers, agents, employees and other Persons with whom it has material business relationshipsEffective Time. Without limiting the generality of the foregoing, and except (i) as otherwise expressly permitted or contemplated by this Agreement, (ii) as set forth disclosed in Section 5.2 4.2 of the Parent Disclosure Letter, (iii) as required by law or by a Governmental Entity of competent jurisdiction, or (iv) to the extent that the Company shall otherwise consent in writing, during the period from the date hereof to the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, neither Parent nor any Parent Subsidiary will: (a) amend its Certificate or Articles of Incorporation (other than to increase the number of authorized shares of Parent Common Stock) or Bylaws (or other similar governing document); (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 stock of any class or any other securities (except bank loans) or equity equivalents (including any stock options or stock appreciation rights) except for issuances of Parent Common Stock or securities convertible into shares of Parent Common Stock totaling, in the aggregate, not more than five percent (5%) of the total number of shares of Parent Common Stock outstanding on the date hereof, and except for the issuance and sale of Shares in connection with the Debenture Transaction or pursuant to Parent Derivatives and Parent Purchase Plans; (c) split, combine or reclassify any shares of 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 its capital stock or otherwise make any payments to stockholders in their capacity as such, or redeem or otherwise acquire any of its securities or any securities of any Parent Subsidiary (other than the repurchase of restricted stock and cancellation of Parent Derivatives following termination of employment with or provision of services to Parent or any Parent Subsidiary); (d) adopt a plan of complete or partial liquidation or dissolution; (e) (i) incur or assume any long-term or short-term debt or issue any debt securities except for (A) indebtedness incurred in connection with the Debenture Transaction, (B) borrowings under existing lines of credit in the ordinary course of business consistent with past practices, (C) borrowings, including refinancings of existing indebtedness of Parent and the Parent Subsidiaries, in the amounts described in Section 4.2(e) of the Parent Disclosure Letter on terms not materially less favorable to Parent than the terms described in Section 4.2(e) of the Parent Disclosure Letter, or required by applicable Law, from and after (D) trade payables arising in the date ordinary course of this Agreement and prior to the First Effective Time business consistent with past practices; or the date, if any, on which this Agreement is earlier terminated pursuant to Article VII, Parent shall not, and shall not permit (ii) mortgage or pledge any of its Subsidiaries tomaterial properties or assets, tangible or intangible, or create or suffer to exist any material Lien thereupon except to secure indebtedness permitted under clause (i) of this Section 4.2(f); (f) sell, lease, license or dispose of any assets or properties, including, without limitation Parent Intellectual Property, in any single transaction or series of related transactions having a fair market value in excess of Twenty-five Million Dollars ($25,000,000) in the aggregate, other than (i) sales or licenses of its products in the ordinary course of business consistent with past practices and (ii) sales of assets or properties described in Section 4.2(f) of the Parent Disclosure Letter; (g) unless required by a change in applicable law or in United States generally accepted accounting principles, change any of the accounting principles, practices or methods used by it; (h) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, limited liability company, partnership or other person or any division thereof or any equity interest therein, other than (i) the acquisitions described in Section 4.2(h) of the Parent Disclosure Letter and (ii) any acquisition or series of related acquisitions having a fair market value not in excess of Twenty-five Million Dollars ($25,000,000) in the aggregate; (i) knowingly take any action that would result in a failure to maintain the trading of the Parent Common Stock on the NYSE; or (j) take or agree in writing or otherwise to take any of the following actions, without the prior written consent actions described in Sections 4.2(a) through 4.2(i) or any action that would make any of the Companyrepresentations or warranties of Parent contained in this Agreement untrue or incorrect. Notwithstanding the foregoing and any other provision of this Agreement, such consent the Company shall not have the right to be unreasonably withheldcontrol or direct Parent’s operations. Parent shall exercise, conditioned or delayed:consistent with the terms and conditions of this Agreement, complete control and supervision over its operations.

Conduct of Business of Parent. From (a) Parent covenants and after agrees that, during the period from the date of this Agreement and prior to hereof until the First Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Article VIITime, except (i) as expressly contemplated required by this Agreement, (ii) as set forth disclosed in Section 5.2 ‎Section 5.2(a) of the Parent Disclosure Letter or Letter, (iii) as required by Law, without applicable Law (including any Public Health Measures) or with respect to commercially reasonable actions taken by Parent or any of its Subsidiaries in response to Public Health Measures that are taken in good faith and are consistent with practices in the prior written industry and geographic regions in which Parent operates in response to COVID-19 or (iv) to the extent the Company shall otherwise consent of the Company, such in writing (which consent shall not to be unreasonably withheld, conditioned or delayed), Parent shall, and shall cause each of its Subsidiaries to, use reasonable best efforts to (xw) conduct its operations only their respective business in the ordinary course of business in all material respects and (it being acknowledged x) use reasonable best efforts to preserve substantially intact their respective business organizations and agreed that, for purposes of this Agreement, any action taken by Parent or its Subsidiary or any actions, inactions, activities or conduct of Parent or any of its Subsidiaries necessary (in its sole discretion), whether or not in the ordinary course of businessmaterial assets, to mitigate, respond to or otherwise address the current or anticipated effects or impact of COVID-19 (or any strain, mutation or variation thereof, any health condition related thereto) (including suspending some or all operations of or related to their respective businesses and related activities, including complying with any shelter in place and non-essential business orders by any Governmental Authority or taking other similar measures to protect the health, safety and welfare of any Person (any such action, inaction, activity or conduct, a “Parent Response Action”), that would otherwise be in breach of this Section 5.2, shall be deemed not to be a breach of this Section 5.2) and (y) maintain and preserve intact its business organization, to retain keep available the services of its and its Subsidiaries’ current officers and employees (it being understood that no material increases in any compensationkey employees, including any incentive, retention or similar compensation shall be required in respect thereof except to the extent such increase is required in the ordinary course of business and is permitted by this Section 5.2) and to preserve the good will of its customers, suppliers, agents, employees their respective present relationships with material customers and other Persons material suppliers and comply in all material respects with whom it has material business relationships. all applicable Laws. (b) Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement, as set forth in Section 5.2 of the Parent Disclosure Letter or required by applicable Law, from and after between the date of this Agreement and prior the Effective Time, except (w) as expressly required by this Agreement, (x) as disclosed in ‎‎Section 5.2(b) of the Parent Disclosure Letter, (y) as required by applicable Law (including any Public Health Measures), or (z) to the First Effective Time or extent the date, if any, on Company shall otherwise consent in writing (which this Agreement is earlier terminated pursuant to Article VII, Parent shall not, and consent shall not permit any of its Subsidiaries to, take any of the following actions, without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed), Parent shall not and shall cause each of its Subsidiaries not to: (i) amend or otherwise change the Organizational Documents of Parent or Merger Sub in any manner that would be adverse in any material respect to the holders of Company Shares (after giving effect to the Merger) relative to other holders of Parent Common Stock; (ii) issue, deliver, sell, grant or otherwise permit to become outstanding any shares of capital stock, or grant to any Person any right to acquire any additional shares of, or securities convertible or exchangeable for, or options, warrants or rights to acquire, any shares of its capital stock or other equity interests, except (A) pursuant to the exercise of Parent Stock Options or settlement of other equity awards issued pursuant to a Parent Plan; (B) shares of Parent Common Stock issuable upon exercise or exchange of any outstanding convertible notes or warrants; (C) compensatory awards in the ordinary course of business; or (D) to any of the Company and its Subsidiaries; (iii) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock (except for any dividend or distribution by a Subsidiary of Parent to Parent or to other Subsidiaries); (iv) (A) adjust, split, combine, exchange, redeem, repurchase or otherwise acquire any shares of Parent Common Stock, except (w) in connection with the cashless exercises or similar transactions pursuant to the exercise of Parent Stock Options or settlement of other awards or obligations outstanding as of the date hereof or permitted to be granted after the date hereof, (x) shares of Parent Common Stock repurchased from employees or consultants or former employees or consultants of Parent pursuant to the exercise of repurchase rights; (y) shares of Parent Common Stock accepted as payment for the exercise price of Parent’s equity awards or for withholding Taxes incurred in connection with the exercise, vesting or settlement of equity awards, as applicable, in accordance with the terms of the applicable award; or (z) through Parent’s existing or previously announced repurchase program, redemptions or exchanges, or (B) reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or equity interests, or any other securities or obligations convertible (currently or after the passage of time or the occurrence of certain events) into or exchangeable for any shares of Parent’s or any of its Subsidiaries’ capital stock or equity interests; (v) implement or adopt any material change in its methods of accounting, except as may be required to conform to changes in statutory or regulatory accounting rules or GAAP or regulatory requirements with respect thereto; (vi) adopt a plan of (A) complete or partial liquidation of Parent or Merger Sub or (B) dissolution, merger, consolidation, division, restructuring, recapitalization or other reorganization, other than, in the case of clause (B), transactions between or among Parent and any direct or indirect wholly owned Subsidiaries of Parent; or (vii) agree to take or otherwise authorize, approve or enter into any agreement or make any commitment to take any of the actions described in ‎Section 5.2(b)(i) through Section 5.2(b)(vi).

Conduct of Business of Parent. From and after the date of this Agreement and prior to the First Effective Time Except (i) as contemplated or the date, if any, on which this Agreement is earlier terminated pursuant to Article VII, except as expressly contemplated permitted by this Agreement, (ii) as set forth disclosed in Section 5.2 4.2 of the Parent Disclosure Letter or Letter, (iii) as required by Lawlaw or by a Governmental Entity of competent jurisdiction, without or (iv) to the prior written extent that the Company shall otherwise consent in writing, during the period from the date hereof to the earlier of the Company, such consent not to be unreasonably withheld, conditioned or delayedEffective Time and the termination of this Agreement in accordance with its terms, Parent shall, shall and shall cause each of its the Parent Subsidiaries to, use reasonable best efforts to (x) conduct its their operations only in the ordinary course of business (it being acknowledged consistent with past practices and, to the extent consistent therewith, and agreed that, for purposes with no less diligence and effort than would be applied in the absence of this Agreement, any action taken by Parent or its Subsidiary or any actions, inactions, activities or conduct of Parent or any of its Subsidiaries necessary (in its sole discretion), whether or not in the ordinary course of business, seek to mitigate, respond to or otherwise address the current or anticipated effects or impact of COVID-19 (or any strain, mutation or variation thereof, any health condition related thereto) (including suspending some or all operations of or related to their respective businesses and related activities, including complying with any shelter in place and non-essential business orders by any Governmental Authority or taking other similar measures to protect the health, safety and welfare of any Person (any such action, inaction, activity or conduct, a “Parent Response Action”), that would otherwise be in breach of this Section 5.2, shall be deemed not to be a breach of this Section 5.2) and (y) maintain and preserve intact its current business organizationorganizations, to retain keep available the services service of its current key officers and key employees (it being understood and preserve its relationships with customers and suppliers with the intention that no material increases in any compensation, including any incentive, retention or similar compensation its goodwill and ongoing businesses shall be required in respect thereof except to materially unimpaired at the extent such increase is required in the ordinary course of business and is permitted by this Section 5.2) and to preserve the good will of its customers, suppliers, agents, employees and other Persons with whom it has material business relationshipsEffective Time. Without limiting the generality of the foregoing, and except (i) as otherwise expressly permitted or contemplated by this Agreement, (ii) as set forth disclosed in Section 5.2 4.2 of the Parent Disclosure Letter, (iii) as required by law or by a Governmental Entity of competent jurisdiction, or (iv) to the extent that the Company shall otherwise consent in writing, during the period from the date hereof to the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, neither Parent nor any Parent Subsidiary will: (a) amend its Certificate or Articles of Incorporation (other than to increase the number of authorized shares of Parent Common Stock) or Bylaws (or other similar governing document); (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 stock of any class or any other securities (except bank loans) or equity equivalents (including any stock options or stock appreciation rights) except for issuances of Parent Common Stock or securities convertible into shares of Parent Common Stock totaling, in the aggregate, not more than five percent (5%) of the total number of shares of Parent Common Stock outstanding on the date hereof, and except for the issuance and sale of Shares in connection with the Debenture Transaction or pursuant to Parent Derivatives and Parent Purchase Plans; (c) split, combine or reclassify any shares of 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 its capital stock or otherwise make any payments to stockholders in their capacity as such, or redeem or otherwise acquire any of its securities or any securities of any Parent Subsidiary (other than the repurchase of restricted stock and cancellation of Parent Derivatives following termination of employment with or provision of services to Parent or any Parent Subsidiary); (d) adopt a plan of complete or partial liquidation or dissolution; (e) (i) incur or assume any long-term or short-term debt or issue any debt securities except for (A) indebtedness incurred in connection with the Debenture Transaction, (B) borrowings under existing lines of credit in the ordinary course of business consistent with past practices, (C) borrowings, including refinancings of existing indebtedness of Parent and the Parent Subsidiaries, in the amounts described in Section 4.2(e) of the Parent Disclosure Letter on terms not materially less favorable to Parent than the terms described in Section 4.2(e) of the Parent Disclosure Letter, or required by applicable Law, from and after (D) trade payables arising in the date ordinary course of this Agreement and prior to the First Effective Time business consistent with past practices; or the date, if any, on which this Agreement is earlier terminated pursuant to Article VII, Parent shall not, and shall not permit (ii) mortgage or pledge any of its Subsidiaries tomaterial properties or assets, tangible or intangible, or create or suffer to exist any material Lien thereupon except to secure indebtedness permitted under clause (i) of this Section 4.2(f); (f) sell, lease, license or dispose of any assets or properties, including, without limitation Parent Intellectual Property, in any single transaction or series of related transactions having a fair market value in excess of Twenty-five Million Dollars ($25,000,000) in the aggregate, other than (i) sales or licenses of its products in the ordinary course of business consistent with past practices and (ii) sales of assets or properties described in Section 4.2(f) of the Parent Disclosure Letter; (g) unless required by a change in applicable law or in United States generally accepted accounting principles, change any of the accounting principles, practices or methods used by it; (h) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, limited liability company, partnership or other person or any division thereof or any equity interest therein, other than (i) the acquisitions described in Section 4.2(h) of the Parent Disclosure Letter and (ii) any acquisition or series of related acquisitions having a fair market value not in excess of Twenty-five Million Dollars ($25,000,000) in the aggregate; (i) knowingly take any action that would result in a failure to maintain the trading of the Parent Common Stock on the NYSE; or (j) take or agree in writing or otherwise to take any of the following actions, without the prior written consent actions described in Sections 4.2(a) through 4.2(i) or any action that would make any of the Companyrepresentations or warranties of Parent contained in this Agreement untrue or incorrect. Notwithstanding the foregoing and any other provision of this Agreement, such consent the Company shall not have the right to be unreasonably withheldcontrol or direct Parent's operations. Parent shall exercise, conditioned or delayed:consistent with the terms and conditions of this Agreement, complete control and supervision over its operations.

Conduct of Business of Parent. From and after During the period from the date of this Agreement until the earlier of the Closing Date and prior to the First Effective Time or the date, if any, on which termination of this Agreement is earlier terminated pursuant to Article VIIAgreement, except as expressly contemplated or permitted by this Agreement or as may be required by applicable Law or regulation or as consented to in writing by the Company, Parent shall, and shall cause its Subsidiaries to, (i) conduct its business only in the ordinary course consistent with past practice in all material respects; and (ii) use reasonable best efforts to maintain and preserve intact in all material respects their business organization, employees and advantageous business relationships and retain the services of their current officers and current employees. During the period from the date of this Agreement until the earlier of the Closing Date and the termination of this Agreement, except as set forth in Section 5.2 6.5 of the Parent Disclosure Letter Letter, as contemplated or permitted by this Agreement or as may be required by Lawapplicable Law or regulation, Parent shall not, and shall cause its Subsidiaries not to, without the prior written consent of the Company, such consent Company (which shall not to be unreasonably withheld, conditioned withheld or delayed): (a) with respect to Parent, Parent shall(i) amend or propose to amend Parent’s certificates of incorporation or by-laws; (ii) split, and shall cause each combine or reclassify its outstanding share capital; (iii) declare, set aside or pay any dividend or distribution; or (iv) repurchase, redeem or otherwise acquire any shares of its Subsidiaries to, use reasonable best efforts to (x) conduct its operations only in the ordinary course of business (it being acknowledged and agreed that, for purposes of this Agreement, any action taken by Parent share capital or its Subsidiary or any actions, inactions, activities or conduct other equity interests of Parent or any of its Subsidiaries necessary (in its sole discretion), whether or not in the ordinary course of business, other than pursuant to mitigate, respond to or otherwise address the current or anticipated effects or impact of COVID-19 (or any strain, mutation or variation thereof, any health condition related thereto) (including suspending some or all operations of or related to their respective businesses and related activities, including complying with any shelter in place and non-essential business orders by any Governmental Authority or taking other similar measures to protect the health, safety and welfare of any Person (any such action, inaction, activity or conduct, a “Parent Response Action”), that would otherwise be in breach of this Section 5.2, shall be deemed not to be a breach of this Section 5.2) and (y) maintain and preserve intact its business organization, to retain the services of its current officers and employees (it being understood that no material increases in any compensation, including any incentive, retention or similar compensation shall be required in respect thereof except to the extent such increase is required in the ordinary course of business and is permitted by this Section 5.2) and to preserve the good will of its customers, suppliers, agents, employees stock options and other Persons with whom it has material business relationships. Without limiting the generality of the foregoingshare awards issued prior to May 31, 2009 and except as otherwise expressly contemplated by this Agreement, as set forth reflected in Section 5.2 6.5(a)(iv) of the Parent Disclosure Letter Letter, or required by applicable Lawafter May 31, from and after 2009 in compliance with Section 6.5(b)); (b) take any action that would be reasonably likely to impair the date ability of Parent or its Subsidiaries to perform, or materially delay the performance of, their obligations under this Agreement in any material respect, including consummation of the transactions contemplated hereby; (c) take any action that could reasonably be expected to result in any of the conditions to the Sale set forth in Article VII not being satisfied in any respect as promptly as reasonably practicable and in any case prior to the First Effective Time Outside Date; or (d) agree or the date, if any, on which this Agreement is earlier terminated pursuant commit to Article VII, Parent shall not, and shall not permit any of its Subsidiaries to, take do any of the following actions, without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed:foregoing.