Conduct of Business of the Parent. (a) Except as contemplated by the terms of this Agreement during the Interim Period, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), the Parent shall not:
(i) amend, waive or otherwise change, in any respect, its Organizational Documents;
(ii) except as contemplated herein, authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its equity securities or other security interests of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities;
(iii) split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its shares or other equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;
(iv) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess of $100,000 (individually or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any Person;
(v) make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP;
(vi) terminate, waive or assign any material right under any material agreement to which it is a party;
(vii) [Intentionally Omitted]
(viii) [Intentionally Omitted]
(ix) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect;
(x) revalue any of its material assets o...
Conduct of Business of the Parent. (1) The Parent covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (i) with the prior written consent of the Company, such consent not to be unreasonably withheld, delayed or conditioned; (ii) as required or permitted by this Agreement; (iii) as required by Law or any Material Contract in effect as of the date hereof; or (iv) to comply with any COVID-19 Measures; the Parent shall, and shall cause each of its Subsidiaries to, conduct its business in the Ordinary Course and in accordance with Law, and the Parent shall use commercially reasonable efforts to maintain and preserve its and its Subsidiaries’ business organization, assets, properties, employees, goodwill and business relationships it currently maintains with customers, suppliers, partners and other Persons with which the Parent or any of its Subsidiaries has business relations; provided, however, that this Section 4.2(1) shall not restrict the Parent or any of its Subsidiaries from resolving to, or entering into or performing any contract, agreement, commitment or arrangement with respect to, the acquisition or disposition of any Person, provided that the doing of any such thing does not have a Parent Material Adverse Effect and would not reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement.
(2) Without limiting the generality of Section 4.2(1), the Parent covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (i) with the prior written consent of the Company, such consent not to be unreasonably withheld, delayed or conditioned; (ii) as required or permitted by this Agreement; (iii) as required by Law or any Material Contract in effect as of the date hereof; or (iv) as required to comply with any COVID-19 Measures, the Parent shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:
(a) amend its Constating Documents in any manner that would adversely affect the value of the Share Consideration;
(b) split, combine, or reclassify Parent Shares;
(c) reorganize, amalgamate or merge the Parent, or, to the extent prejudicial to the Arra...
Conduct of Business of the Parent. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by the Stockholders’ Representative (which consent shall not be unreasonably withheld, delayed, denied, or conditioned), the Parent shall not amend the Parent’s articles of incorporation or bylaws in a manner that would materially and adversely affect the holders of the Parent Preferred Shares relative to the holders of Parent Common Stock.
Conduct of Business of the Parent. Except as contemplated by this Agreement or with the prior written consent of the Company, during the period from the date of this Agreement to the Effective Time, the Parent will, and will use its best efforts to cause each of the Parent Subsidiaries to, conduct its operations only in the ordinary course of business consistent with past practice and will use its reasonable best efforts to, and to use its best efforts to cause each Parent Subsidiary to, preserve intact the business organization of the Parent and each of the Parent Subsidiaries, to keep available the services of the present officers and key employees of the Parent and the Parent Subsidiaries, and to preserve the good will of customers, suppliers and all other persons having business relationships with the Parent and the Parent Subsidiaries. Without limiting the generality of the foregoing, and except as otherwise contemplated by this Agreement or disclosed in Section 5.2 of the Parent Disclosure Letter, prior to the Effective Time, the Parent will not, and will not permit any Parent Subsidiary to, without the prior written consent of the Company:
(a) adopt any amendment to the Parent Charter Documents;
(b) except for dividends on the 7 1/4% Preferred Stock and pro rata dividends set aside or paid by any Parent Subsidiary to the holders of its equity interests, declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) in respect of any class or series of its capital stock other than between the Parent and any Parent Subsidiary;
(c) split, combine, subdivide, reclassify or redeem, purchase or otherwise acquire, or propose to redeem or purchase or otherwise acquire, any shares of its capital stock, or any of its other securities, except for a redemption of shares of Parent Preferred Stock;
(d) except as set forth in Section 5.2 (d) of the Parent Disclosure Letter, sell, lease, transfer or dispose of (whether by merger, consolidation, purchase, sale or otherwise) all or substantially all the Parent's and the Parent Subsidiaries' assets and properties;
(e) (i) incur, assume or prepay any long-term indebtedness or incur or assume any short-term indebtedness (including, in either case, by issuance of debt securities), except that the Parent and the Parent Subsidiaries may incur, assume or prepay indebtedness in the ordinary course of business consistent with past practice, (ii) assume, guarantee, endorse or otherwise become li...
Conduct of Business of the Parent. Except as contemplated by this Agreement or with the prior written consent of the Company, during the period from the date of this Agreement to the Effective Time, the Parent will, and will use its best efforts to cause each of the Parent Subsidiaries to, conduct its operations only in the ordinary course of business consistent with past practice and will use its reasonable best efforts to, and to use its best efforts to cause each Parent
Conduct of Business of the Parent. During the period commencing on --------------------------------- the date hereof and continuing until the Effective Time, the Parent agrees that, except as expressly contemplated by this Agreement or agreed to in writing by the Company, the Parent:
(a) subject to the fiduciary duties of the Parent's Board of Directors, as advised in writing by counsel, will carry on its business only in the ordinary course consistent with past practice;
(b) will promptly advise the Company of the commencement of, or threat of (to the extent that such threat comes to the knowledge of the Parent or any Parent Subsidiary), any claim, action, suit, proceeding or investigation against, relating to or involving the Parent or any Parent Subsidiary or any of their directors, officers, employees, agents or consultants in connection with their businesses or the transactions contemplated hereby;
(c) will not take any action or cause its Subsidiaries to take any action which could cause the Merger to fail to qualify as a reorganization under the provisions of Section 368(a) of the Code; and
(d) will not enter into any agreement to dissolve, merge, consolidate or, except in the ordinary course, sell any material assets of the Parent or any of the Parent Subsidiaries, provided that this Section 6.2(d) shall not restrict the Parent from effecting acquisitions in which Parent obtains a controlling interest in the stock or assets of other entities or businesses.
Conduct of Business of the Parent. Except as set forth in Schedule 8.1(b), during the period from the date of this Agreement to the earlier of the Closing Date and the termination of this Agreement in accordance with ARTICLE XI, the Parent shall, and shall cause its Subsidiaries to, conduct their respective business and operations in the ordinary course consistent with past practices and use its commercially reasonable efforts to preserve intact its business organizations, to retain the services of its executive officers and key employees and to preserve the goodwill of its material customers and suppliers, and, without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld or delayed), to not undertake any of the following actions:
(i) issue, sell or pledge, or authorize or propose the issuance, sale or pledge of (A) additional shares of capital stock of any class of the Parent or any its Subsidiaries, or securities convertible into or exchangeable for any such shares, or any rights, warrants or options to acquire any such shares or other convertible securities of the Parent or any of its Subsidiaries other than shares of capital stock issued pursuant to outstanding stock options exercised in the ordinary course of business or (B) any other securities in respect of, in lieu of, or in substitution for shares of capital stock of the Parent or any of its Subsidiaries outstanding on the date hereof;
(ii) redeem, purchase or otherwise acquire any outstanding shares of the capital stock of the Parent or any of its Subsidiaries;
(iii) adopt any amendment to the certificate of incorporation or By-laws of the Parent or any of its Subsidiary;
(iv) adopt any amendment to the Rights Agreement (other than the Rights Amendment);
(v) incur any Indebtedness (other than in connection with (A) the Debt Financing, (B) ordinary course consistent with past practice borrowings and (C) other performance bonds or letters of credit entered into in the ordinary course of business consistent with past practice);
(A) except in the ordinary course of business consistent with past practice, sell, lease, transfer or otherwise dispose of, any of its material property or assets or (B) create any Encumbrance (other than a Permitted Encumbrance) on any material property or assets;
(vii) acquire any business or Person, by merger or consolidation, purchase of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related t...
Conduct of Business of the Parent. (a) During the Interim Period, except as expressly contemplated by this Agreement or the Ancillary Documents, as required by applicable Law (including COVID-19 Measures), as set forth on Section 6.03(a) of the Parent Disclosure Letter or as consented to in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed), the Parent shall use reasonable best efforts to: (i) conduct its business, in all material respects, in the ordinary course of business; (ii) comply in all material respects with all Laws applicable to the Parent and its businesses, assets and employees; and (iii) preserve intact, in all material respects, its business organizations.
Conduct of Business of the Parent. From the date of this Agreement to the Effective Time, the Parent will not take, or agree to commit to take, or fail to take any action that would make any representation, warranty, covenant or agreement of the Parent contained herein inaccurate or breached such that the conditions in Section 7.3 will not be satisfied at, or as of any time prior to, the Effective Time.
Conduct of Business of the Parent. During the period commencing on the date hereof and continuing until the Effective Time, the Parent agrees that, except as expressly contemplated by this Agreement or agreed to in writing by the Company, the Parent:
(a) subject to the fiduciary duties of the Parent's Board of Directors, as advised in writing by counsel, will carry on its business only in the ordinary course consistent with past practice;
(b) will promptly advise the Company of the commencement of, or threat of (to the extent that such threat comes to the knowledge of the Parent or any Parent Subsidiary), any claim, action, suit, proceeding or investigation against, relating to or involving the Parent or any Parent Subsidiary or any of their directors, officers, employees, agents or consultants in connection with their businesses or the transactions contemplated hereby;
(c) will not enter into any agreement to dissolve, merge, consolidate or, except in the ordinary course, sell any material assets of the Parent or any of the Parent Subsidiaries.
(d) will not take any action or cause its Subsidiaries to take any action which could cause the Merger to fail to qualify as a reorganization under the provisions of Section 368(a) of the Code;
(e) will not declare or pay any dividend on or make any other distribution (however characterized) in respect of shares of its capital stock;
(f) will not, directly or indirectly, redeem or repurchase, or agree to redeem or repurchase, any shares of its capital stock, except for the repurchase of shares from terminated employees;
(g) will not amend its Certificate of incorporation or By-Laws; except to increase the authorized shares of Parent Common Stock as described in Section 5.4; and
(h) will not combine, split or otherwise reclassify any shares of its capital stock unless there is a proportionate equitable adjustment to the Merger Shares.
