Common use of Conduct of Business of the Parent Clause in Contracts

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 Arrangement or to the Company, any Subsidiary of the Parent; (d) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Parent; or (e) authorize, agree or resolve to do any of the foregoing.

Conduct of Business of the Parent. (1) The Parent covenants and agrees that, that during the period from the date of this Agreement until the earlier of the Effective Time and the time that date on which this Agreement is terminated in accordance with its terms, exceptunless otherwise: (i) with agreed to in writing by the prior written consent of the Company, Company (such consent agreement not to be unreasonably withheld, delayed conditioned or conditioneddelayed); (ii) as required or expressly permitted or specifically contemplated by this AgreementAgreement or the Plan of Arrangement; or (iii) as required by applicable Law or any Material Contract in effect as the rules or requirements of the date hereof; or NASDAQ: (iva) to comply with any COVID-19 Measures; the business of the Parent shall, and shall cause each of its Subsidiaries to, conduct its business shall be conducted in all material respects in the Ordinary Course and in accordance ordinary course of business, including with Lawrespect to acquisitions, and the Parent shall use all commercially reasonable efforts to to: maintain and preserve its and its Subsidiaries’ their business organization, assets, properties, employeesgoodwill, goodwill relationships with their respective officers and employees and business relationships it currently maintains with customers, suppliers, partners partners, landlords, insurers, creditors and other Persons with which the Parent or any of its Subsidiaries has material business relations; providedrelationships, howeverincluding, that this Section 4.2(1) shall not restrict without limitation, by performing and complying with its obligations under 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.Contracts; (2b) 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 shall file its 10-k annual report in respect of the Effective Time and the time that this Agreement is terminated in accordance with its termsfiscal year ended December 31, except: 2023 not later than April 15, 2024; and (ic) 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 (including the Buyer) to, directly or indirectly: (ai) amend its Constating Documents articles of incorporation, by-laws or other constating documents or, in the case of any manner that would adversely affect the value of the Share ConsiderationSubsidiary which is not a corporation, its similar organizational documents; (bii) split, combine, combine or reclassify or amend the terms of any shares or other securities of the Parent Sharesor of any Subsidiary or declare, set aside or pay any dividends or make any other distributions or reduce the stated capital of the shares of the Parent or any Subsidiary; (ciii) reorganizeredeem, amalgamate repurchase or merge otherwise acquire or offer to redeem, repurchase or otherwise acquire any outstanding shares or other securities of the Parent or any of its Subsidiaries; (iv) issue, grant, deliver, sell, pledge or otherwise encumber any shares or other securities, or any options, warrants, restricted shares units or similar rights exercisable or exchangeable for or convertible into shares or other securities, of the Parent or any of its Subsidiaries, except (A) in the ordinary course of business, including with respect to acquisitions; (B) for the issuance of Parent Shares issuable upon the settlement or exercise, as applicable, of the currently outstanding Parent Options or Parent Warrants; or (C) in respect of matters disclosed in Section 5.02(c)(iv) of the Parent Disclosure Letter; (v) except as disclosed in Section 5.02(c)(v) of the Parent Disclosure Letter or where the completion of any such transaction does not require or result in either (A) a change to the identity of a majority of the members of the board of directors of the Parent as such board of directors exists on the date hereof; or (B) the Company having to include additional financial statement disclosure in the Company Circular (in accordance with applicable Securities Laws) in respect of such transaction where the Parent has not been provided with commercially reasonable assurance that the Person can promptly provide such additional financial statement disclosure (the “Additional Financial Disclosure”), acquire (including by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, any assets, securities, real or personal property, interests or business having a cost, on a per transaction or series of related transactions basis, in excess of $500,000 in the aggregate, other than acquisitions of supplies, equipment and inventory in the ordinary course of business. In the event that the Company has an Additional Financial Disclosure obligation (including any transaction disclosed in Section 5.02(c)(v) of the Parent Disclosure Letter), then the Parent shall ensure that all such complete Additional Financial Disclosure material required to be included in the Company Circular is delivered to the Buyer as soon as reasonably practicable and in any event not later than: (x) 45 days, in respect of any transaction disclosed in Section 5.02(c)(v) of the Parent Disclosure Letter; or (y) 30 days, in respect of any other transaction, after the earlier of (i) the date of the definitive agreements governing such transaction and (ii) the date such Additional Financial Disclosure is otherwise triggered in accordance with applicable Securities Laws; (vi) except as disclosed in Section 5.02(c)(vi) of the Parent Disclosure Letter, sell, dispose of, pledge, lease or otherwise transfer or encumber, directly or indirectly, in one transaction or in a series of related transactions, any assets of the Parent or of any of its Subsidiaries or any interest in any assets of the Parent or any of its Subsidiaries having a value greater than $500,000 in the aggregate, other than the sale, lease or disposition or other transfer of inventories or other assets in the ordinary course of business; (vii) adopt or effect a plan of complete or partial liquidation, dissolution, arrangement, amalgamation, merger, consolidation, restructuring, recapitalization or other reorganization involving the Parent or any Subsidiary; (viii) create, incur, assume or otherwise become liable, in one transaction or in a series of related transactions, with respect to any indebtedness for borrowed moneys or guarantees thereof in an amount, on a per transaction or series of related transactions basis, in excess of [$50,000], other than: (A) indebtedness owing by one wholly-owned Subsidiary of the Parent to the Parent or to another wholly-owned Subsidiary of the Parent or owing by the Parent to a wholly-owned Subsidiary of the Parent; (B) in connection with advances in the ordinary course of business under the Company’s existing credit facilities or any Subsidiary’s existing credit facility in connection with actions otherwise permitted by this Section 5.01; (C) indebtedness entered into in the ordinary course of business, including with respect to acquisitions or in connection with the Arrangement; (D) in connection with the refinancing of indebtedness outstanding on the date hereof in the ordinary course of business; or (E) except as disclosed in Section 5.02(c)(viii) of the Parent Disclosure Letter; provided in each of (B), (C) and (D) above, the Parent or its Subsidiaries shall be entitled to prepay such indebtedness at par and without penalty or premium; (ix) make any loan or advance to, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, any Person (other than in respect of a liability of a wholly-owned Subsidiary that is not restricted hereunder from incurring that liability or obligation); (x) adopt or make any material change in any material accounting methods, practices, principles or policies, except as required by concurrent changes in GAAP or pursuant to written instructions, comments or orders of the SEC; (xi) amend or modify, or terminate or waive any right under, any Parent Material Contract of the Parent or any of its Subsidiaries if in effect on the date hereof, except where same would not individually or in the aggregate have a Material Adverse Effect on the Parent or the Buyer; (xii) in respect of any material asset of the Parent, orwaive, release, surrender, abandon, let lapse, grant or transfer any material right or amend, modify or change, or agree to the extent prejudicial to the Arrangement amend, modify or to the Companychange, any Subsidiary existing material Authorization, right to use, lease or contract other than in the ordinary course of business or where same would not individually or in the aggregate have a Material Adverse Effect on the Parent; (dxiii) adopt in respect of any material asset of the Parent, waive, release, surrender, abandon, let lapse, grant or transfer any material right or amend, modify or change, or agree to amend modify or change, any existing material Authorization, right to use, lease or contract other than in the ordinary course of business or where same would not individually or in the aggregate have a plan Material Adverse Effect on the Parent or any of liquidation its Subsidiaries; (xiv) except as otherwise expressly permitted under this Agreement, terminate, assign, amend or resolutions providing modify in any material respect or waive any material right under, or waive compliance with the terms of, any Parent Material Contract or enter into any contract or agreement that would be a Parent Material Contract if in effect on the date hereof; (xv) take any action or fail to take any action which action or failure to act would result in the material loss, expiration or surrender of, or the loss of any material benefit under, or reasonably be expected to cause any Governmental Entity to institute proceedings for the liquidation suspension, revocation or dissolution limitation of rights under, any material Authorizations necessary to conduct its businesses as now conducted or as proposed to be conducted, or fail to prosecute with commercially reasonable due diligence any pending applications to any Governmental Entities for material Authorizations; (xvi) in respect of any material asset of the Parent or any Subsidiary, waive, release, surrender, abandon, let lapse, grant or transfer any material right or amend, modify or change, or agree to amend, modify or change, any existing material Authorization, right to use, lease or contract other than in the ordinary course of business or where same would not individually or in the aggregate have a Material Adverse Effect on the Parent; or (exvii) propose, recommend, authorize, agree agree, resolve, publicly announce or resolve otherwise prepare or commit to do any of the foregoing.

Conduct of Business of the Parent. (1) The Parent covenants and agrees that, during the period from the date of this Agreement until hereof to the earlier Effective Time, unless the Company shall otherwise agree in writing, the businesses of the Effective Time Parent 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 Lawshall be conducted only in, and the Parent shall not take any action and its Subsidiaries shall not take any action except in, the ordinary course of business; and the Parent shall use commercially reasonable its best efforts to maintain preserve intact the business organization of the Parent and the Subsidiaries, to keep available the services of the present officers, employees and consultants of the Parent and the Subsidiaries and to preserve its the present relationships of the Parent and its Subsidiaries’ business organization, assets, properties, employees, goodwill and business relationships it currently maintains the Subsidiaries with customers, suppliers, partners suppliers and other Persons persons with which the Parent or any of its the Subsidiaries has significant business relations; provided, however, that relationships. Notwithstanding the other provisions of this Section 4.2(1) 4.1, the parties acknowledge that the Company is operating the business of the Subsidiaries pursuant to the terms of the Memorandum and Section 4.2 below, and the provisions and restrictions of this Section 4.1 shall not restrict apply to any action taken by the Company with regard to the Subsidiaries. Without limiting the generality of the foregoing, except as expressly provided in this Agreement (including Section 4.3), neither the Parent nor any of the Subsidiaries shall, between the date of this Agreement and the Effective Time, directly or indirectly do, or propose or commit to do, any of the following without the prior written consent of Company: (a) (i) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock (except dividends and distributions by a wholly owned subsidiary of the Parent or of a Subsidiary to its parent), (ii) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem or otherwise acquire any shares of capital stock of the Parent or any of the Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities (other than in connection with its Subsidiaries from resolving toemployee stock purchase plan consistent with past practice); (b) authorize for issuance, issue, deliver, sell 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), pledge or otherwise encumber any shares of its capital stock or the capital stock of any of its Subsidiaries, any other voting securities or any securities convertible into, or entering any rights, warrants or options to acquire, any such shares, voting securities or convertible securities or any other securities or equity equivalents (including without limitation stock appreciation rights); (i) increase the compensation or fringe benefits of any of its directors, officers or employees, or (ii) grant any severance or termination pay, or (iii) enter into any Employment Arrangement or similar agreement or arrangement with any present or former director level or other equivalent or more senior officer or employee, or any other employee of the Parent and Sub or any of the Subsidiaries, or (iv) establish, adopt, enter into or performing amend in any contractmaterial respect or terminate any Plan or Employment Arrangement or other plan, agreement, commitment trust, fund, policy or arrangement with respect to, for the acquisition or disposition benefit of any Persondirectors, provided officers or employees; (d) except as set forth in the Proxy Statement, amend its certificate of incorporation, by-laws or other comparable charter or organizational documents; (e) acquire or agree to acquire (i) by merging or consolidating with, or by purchasing a substantial portion of the stock or assets of, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof or (ii) any assets that the doing of any such thing does not have a Parent Material Adverse Effect and would not reasonably be expected toare material, individually or in the aggregate, prevent, materially delay or materially impede to the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement.and its Subsidiaries taken as a whole; (2f) Without limiting sell, lease, dispose of, license, mortgage or otherwise encumber or subject to any Lien or otherwise dispose of any of its properties or assets, except in the generality ordinary course 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: business; (g) (i) with the prior written consent incur or assume any indebtedness for borrowed money or guarantee any such indebtedness of another person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of the CompanyParent or any of the Subsidiaries, such consent not guarantee any debt securities of another person, enter into any "keep well" or other agreement to be unreasonably withheldmaintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing, delayed except for borrowings incurred in the ordinary course of business under the Loan Agreement, or conditioned; (ii) as required make any loans, advances 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 capital contributions to, directly or indirectly: (a) amend its Constating Documents in investments in, any manner that would adversely affect the value of the Share Considerationother person; (bh) split, combine, authorize or reclassify Parent Sharesexpend any funds for capital expenditures; (ci) reorganizeenter into, amalgamate amend in any respect, terminate, rescind, waive in any respect or merge release any of the Parent, or, terms or provisions of any (i) USDI Material Contract or (ii) any other agreement which is material to the extent prejudicial business of the Parent and Sub and the Subsidiaries taken as a whole, including, but not limited to the Arrangement or to the Company, any Subsidiary of the ParentCreditors' Agreements; (dj) knowingly violate or fail to perform any material obligation or duty imposed upon it by any applicable material federal, state or local law, rule, regulation, guideline or ordinance; (k) adopt a plan of complete or partial liquidation or resolutions providing for the or authorizing such a liquidation or dissolution of the Parent; ora dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (el) authorize, agree or resolve recognize any labor union (unless legally required to do so) or enter into or materially amend any collective bargaining agreement; (m) except as may be required as a result of a change in law or in generally accepted accounting principles, make any material change in its method of accounting; (n) revalue in any material respect any of its material assets, including, without limitation, writing down the value of inventory or writing-off notes or accounts receivable other than in the ordinary course of business or as required by generally accepted accounting principles; (o) except to the extent required by law, make or revoke any Tax election or settle or compromise any Tax liability that is, in the case of any of the foregoing, material to the business, financial condition or results of operations of the Parent and its Subsidiaries taken as a whole or change (or make a request to any taxing authority to change) any material aspect of its method of accounting for tax purposes; (p) except for claims covered by insurance, settle or compromise any litigation in which the Parent or any Subsidiary is a defendant (whether or not commenced prior to the date of this Agreement) or settle, pay or compromise any claims not required to be paid, or settle or compromise any pending or threatened suit, action or claim; (q) pay any liabilities or obligations (absolute, accrued, asserted, contingent or otherwise); (r) take, propose to take, or agree in writing or otherwise to take, any of the foregoing actions.