Common use of Conduct of Business of Parent Clause in Contracts

Conduct of Business of Parent. Except as contemplated by this Agreement, during the period from the date hereof to the Effective Time or earlier termination of this Agreement, neither Parent nor any of its subsidiaries (including Holdco), without the prior written consent of the Company (which consent will not unreasonably be withheld), shall: (a) acquire, by merging or consolidating with, or by purchasing an equity interest in or the assets of or by any other manner, any business or corporation, partnership or other business organization or division thereof, or otherwise acquire any assets of any other entity (other than the purchase of assets from suppliers, clients or vendors in the ordinary course of business and consistent with past practice) if such transaction would prevent or materially delay the consummation of the transactions contemplated by this Agreement; (b) adopt or propose to adopt any amendments to its charter documents which would have a material adverse impact on the consummation of the transactions contemplated by this Agreement; (c) take any action that would prevent the Mergers, taken together, from qualifying as an exchange described in Section 351 of the Code; (d) with respect to Parent only, 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, except for the payment of ordinary cash dividends in respect of the Parent Common Stock; unless the Exchange Ratio and Per Share Amount are proportionately increased or decreased, as applicable, in which case the prior written consent of the Company shall not be required, but the Company shall be entitled to written notice of such event; (e) adopt a plan of complete or partial liquidation or dissolution of Parent; or (f) take or agree in writing or otherwise to take any of the actions precluded by SECTIONS 4.2(A) through 4.2(E).

Conduct of Business of Parent. Except as contemplated by this Agreement, during the period from the date hereof to the Effective Time Board Appointment Date or earlier termination of this Agreement, neither Parent nor any of its subsidiaries (including Holdco)subsidiaries, without the prior written consent of the Company (which consent will not unreasonably be withheld)Company, shall: (a) acquire, acquire or agree to acquire by merging or consolidating with, or by purchasing an equity interest in or the assets of or by any other manner, with any business or corporation, partnership or other business organization or division thereof, or otherwise acquire any assets of any other entity (other than the purchase of assets from suppliers, clients or vendors in the ordinary course of business and consistent with past practice) if such transaction would prevent or materially delay the consummation of the transactions contemplated by this Agreement; (b) adopt or propose to adopt any amendments to its charter documents which would have a material adverse impact on the consummation of the transactions contemplated by this Agreement; (c) take any action that would prevent the Mergers, taken together, from qualifying as an exchange described in Section 351 of the Code; (d) with respect to Parent only, 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 shareholders in their capacity as such, except for the payment of ordinary cash dividends in respect of the Parent Common Stock; unless ; (d) take any action, cause any action to be taken, knowingly fail to take any action or knowingly fail to cause any action to be taken, which action or failure to act would prevent or impede, or would be reasonably likely to prevent or impede, the Exchange Ratio Offer and Per Share Amount are proportionately increased or decreasedthe Mergers, taken together, from qualifying as applicable, in which case a reorganization within the prior written consent meaning of Section 368(a) of the Company shall not be required, but the Company shall be entitled to written notice of such eventCode; (e) adopt a plan of complete or partial liquidation or dissolution of ParentParent or any of its material subsidiaries; or (f) take or agree in writing or otherwise to take any of the actions precluded by SECTIONS 4.2(Adescribed in Sections 5.2(a) through 4.2(E5.2(e).

Conduct of Business of Parent. Except as contemplated by this Agreement, during the period from the date hereof to the Effective Time or earlier termination of this Agreement, neither Parent nor any of its subsidiaries (including Holdco), without the prior written consent of the Company (which consent will not unreasonably be withheld), shall: (a) acquire, by merging or consolidating with, or by purchasing an equity interest in or the assets of or by any other manner, any business or corporation, partnership or other business organization or division thereof, or otherwise acquire any assets of any other entity (other than the purchase of assets from suppliers, clients or vendors in the ordinary course of business and consistent with past practice) if such transaction would prevent or materially delay the consummation of the transactions contemplated by this Agreement; (b) adopt or propose to adopt any amendments to its charter documents which would have a material adverse impact on the consummation of the transactions contemplated by this Agreement; (c) take any action that would prevent the Mergers, taken together, from qualifying as an exchange described in Section 351 of the Code; (d) with respect to Parent only, 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, except for the payment of ordinary cash dividends in respect of the Parent Common Stock; unless the Exchange Ratio and Per Share Amount are proportionately increased or decreased, as applicable, in which case the prior written consent of the Company shall not be required, but the Company shall be entitled to written notice of such event; (e) adopt a plan of complete or partial liquidation or dissolution of Parent; or (f) take or agree in writing or otherwise to take any of the actions precluded by SECTIONS 4.2(ASections 4.2(a) through 4.2(E4.2(e).

Conduct of Business of Parent. Except Parent covenants and agrees as contemplated by this Agreementto itself and its Subsidiaries that, during the period from after the date hereof and prior to the Effective Time or earlier termination of this Agreement, neither Parent nor any of its subsidiaries (including Holdco), without the prior written consent of unless the Company shall otherwise consent in writing (which such consent will not to be unreasonably be withheld), shall:withheld or delayed) and except as otherwise expressly contemplated by this Agreement and the Stock Option Agreement): (a) it shall not amend the terms of the Parent Common Stock; (b) it shall not acquire or agree to acquire, by merging or consolidating with, or by purchasing an equity interest in or a substantial portion of the assets of of, or by any other manner, any business or of any corporation, partnership partnership, joint venture, association or other business organization or division thereof, or otherwise acquire or agree to acquire, or dispose of or agree to dispose of, any assets of any other entity (other than the purchase of assets from suppliersperson, clients or vendors which, in the ordinary course of business and consistent with past practice) if such transaction would prevent or each case, could reasonably be expected to delay materially delay the consummation of, or increase materially the risk of non-consummation of, the transactions contemplated by this Agreement; (b) adopt or propose to adopt any amendments to its charter documents which would have a material adverse impact on the consummation of the transactions transaction contemplated by this Agreement; (c) except as may be required as a result of a change in law or in generally accepted accounting principles, it shall not change, in any material respect, any of the accounting practices or principles used by it; (d) it shall not knowingly take any action that would prevent the Mergers, taken together, from qualifying as an exchange described result in Section 351 a failure of the Code; (d) with respect to Parent only, 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, except for the payment of ordinary cash dividends in respect of the Parent Common Stock; unless Stock to be listed on the Exchange Ratio and Per Share Amount are proportionately increased or decreased, as applicable, in which case the prior written consent of the Company shall not be required, but the Company shall be entitled to written notice of such eventNYSE; (e) adopt neither it nor any of its Subsidiaries shall knowingly take any action, or knowingly fail to take any action, that is reasonably likely to jeopardize the treatment of the Merger as a plan "pooling of complete interests" for accounting purposes or partial liquidation as a "reorganization" within the meaning of Section 368(a) of the Code or dissolution that would cause any of Parentits representations and warranties herein to be or become untrue in any material respect; orand (f) take neither it nor any of its Subsidiaries will offer to, or agree in writing or otherwise to take enter into any agreement to, do any of the actions precluded by SECTIONS 4.2(A) through 4.2(E)foregoing.

Conduct of Business of Parent. Except as contemplated by ----------------------------- this Agreement, during the period from the date hereof to the Effective Time or earlier termination of this AgreementTime, neither Parent nor any of its subsidiaries (including Holdco)shall, without the prior written consent of the Company (which consent will not unreasonably be withheld), shallCompany: (a) acquire, by merging amend its Certificate or consolidating with, or by purchasing an equity interest in or the assets Articles of or by any other manner, any business or corporation, partnership Incorporation (or other business organization or division thereof, or otherwise acquire similar governing instruments) in any assets of any other entity (other than manner that would reasonably be expected to materially and adversely affect the purchase of assets from suppliers, clients or vendors in the ordinary course of business and consistent with past practice) if such transaction would prevent or materially delay the consummation shareholders of the transactions contemplated by Company after the Effective Time; provided that nothing contained in this AgreementSection 4.9(a) shall prohibit Parent from adopting a rights plan or similar "poison pill" plan; (b) adopt a plan of complete or propose to adopt partial liquidation or dissolution of Parent; provided that nothing contained in this Section 4.9 shall prohibit Parent from merging with or into or being acquired or purchased by any amendments to its charter documents which would have a material adverse impact on the consummation of the transactions contemplated by this Agreement;Person; or (c) take any action that would prevent the Mergers, taken together, from qualifying as an exchange described in Section 351 of the Code; (d) with respect to Parent only, 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 shareholders in their capacity as such, except for the payment or redeem or otherwise acquire any of ordinary cash dividends in respect its securities or any securities of the Parent Common Stock; unless the Exchange Ratio and Per Share Amount are proportionately increased or decreased, as applicable, in which case the prior written consent any of the Company shall not be required, but the Company shall be entitled to written notice of such eventits subsidiaries; (ed) adopt a plan engage in any willful action with the intent to directly or indirectly adversely impact any of complete or partial liquidation or dissolution of Parent; orthe transactions contemplated by this Agreement. (fe) take or agree in writing or otherwise to take any of the actions precluded by SECTIONS 4.2(Adescribed in Sections 4.9(a) through 4.2(Eand (d) that it is prohibited from taking (and it shall use all reasonable efforts not to take any action that would make any of the representations or warranties of Parent contained in this Agreement untrue or incorrect).

Conduct of Business of Parent. Except as contemplated by ----------------------------- this Agreement, during the period from the date hereof to the Effective Time or earlier termination of this AgreementTime, neither Parent nor any of its subsidiaries (including Holdco)shall, without the prior written consent of the Company (which consent will not unreasonably be withheld), shallCompany: (a) acquire, by merging or consolidating with, or by purchasing an equity interest in or the assets amend its Certificate of or by any other manner, any business or corporation, partnership Incorporation (or other business organization similar governing instruments) in any manner that would reasonably be expected to materially and adversely affect the holders of Shares, Company Stock Options or division thereof, Company Warrants after the Effective Time; provided that nothing contained in this Section 4.7(a) shall prohibit Parent from adopting a rights plan or otherwise acquire similar "poison pill" plan as long as the shares of Parent Common Stock to be issued in connection with this Agreement also include any assets of any other entity (other than the purchase of assets from suppliers, clients or vendors in the ordinary course of business and consistent with past practice) if rights created by such transaction would prevent or materially delay the consummation of the transactions contemplated by this Agreement"poison pill" plan; (b) adopt or propose to adopt any amendments to its charter documents which would have a material adverse impact on the consummation of the transactions contemplated by this Agreement; (c) take any action that would prevent the Mergers, taken together, from qualifying as an exchange described in Section 351 of the Code; (d) with respect to Parent only, 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, except for the payment of ordinary cash dividends in respect of the Parent Common Stock; unless the Exchange Ratio and Per Share Amount are proportionately increased or decreased, as applicable, in which case the prior written consent of the Company shall not be required, but the Company shall be entitled to written notice of such event; (e) adopt a plan of complete or partial liquidation or dissolution of Parent; orprovided that nothing contained in this Section 4.7 shall prohibit Parent from merging with or into or being acquired or purchased by any person; (fc) take or agree in writing or otherwise to take any of the actions precluded described in Sections 4.7(a) and (b) that it is prohibited from taking (and it shall use all reasonable efforts not to take any action that would make any of the representations or warranties of Parent contained in this Agreement (including the Exhibits hereto) untrue or incorrect); or (d) engage in any willful action with the intent to directly or indirectly adversely impact any of the transactions contemplated by SECTIONS 4.2(A) through 4.2(E)this Agreement.