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

Conduct of Business of the Purchaser. The Purchaser 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, the Purchaser shall use commercially reasonable efforts to maintain and preserve its and its Subsidiaries’ business organization, properties, employees, goodwill and business relationships with customers, suppliers, partners and other Persons with which the Purchaser or any of its Subsidiaries has material business relations, and shall not, directly or indirectly: (a) split, combine, reclassify or amend the terms of the Purchaser Shares; (b) amend its articles of amalgamation, by-laws or other Constating Documents in any manner that would have a material and adverse impact on the value of the Purchaser Shares; (c) declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) in respect of any Purchaser Shares; (d) redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any Purchaser Shares, other than purchases of Purchaser Shares made in the public markets or off-market at then prevailing market price and other than redemptions or repurchases of Purchaser Shares in connection with the administration of equity or employee incentive plans; (e) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Purchaser; or (f) authorize, agree, resolve or otherwise commit to do any of the foregoing.

Conduct of Business of the Purchaser. ‌ The Purchaser 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, the Purchaser shall use commercially reasonable efforts to maintain and preserve its and its Subsidiaries’ ' business organization, properties, employees, goodwill and business relationships with customers, suppliers, partners and other Persons with which the Purchaser or any of its Subsidiaries has material business relations, and shall not, directly or indirectly: (a) split, combine, reclassify or amend the terms of the Purchaser Shares; (b) amend its articles of amalgamation, by-laws or other Constating Documents in any manner that would have a material and adverse impact on the value of the Purchaser Shares; (c) declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) in respect of any Purchaser Shares; (d) redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any Purchaser Shares, other than purchases of Purchaser Shares made in the public markets or off-market at then prevailing market price and other than redemptions or repurchases of Purchaser Shares in connection with the administration of equity or employee incentive plans; (e) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Purchaser; or (f) authorize, agree, resolve or otherwise commit to do any of the foregoing.

Conduct of Business of the Purchaser. The Purchaser 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, the Purchaser shall use commercially reasonable efforts to maintain and preserve its and its Subsidiaries’ business organization, properties, employees, goodwill and business relationships with customers, suppliers, partners and other Persons with which the Purchaser or any of its Subsidiaries has material business relations, and shall not, directly or indirectly: (a) split, combine, reclassify or amend the terms of the Purchaser SharesShares (other than, for greater certainty, to effect a split or consolidation of the issued and outstanding Consideration Shares (which split or consolidation shall be subject to Section 2.10)); (b) amend its articles of amalgamation, by-laws or other Constating Documents in any manner that would have (other than to effect a material and adverse impact on the value split or consolidation of the Purchaser Sharesissued and outstanding Consideration Shares (which split or consolidation shall be subject to Section 2.10(1))); (c) declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) in respect of any Purchaser Shares; (d) redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any Purchaser Shares, other than purchases of Purchaser Shares made in the public markets or off-off market at then prevailing market price prices and other than redemptions or repurchases of Purchaser Shares in connection with the administration of equity or employee incentive plans; (e) take any action that would result in the need for shareholder approval of the Purchaser of the transactions contemplated by this Agreement; or (f) reduce its stated capital or reorganize, arrange, restructure, amalgamate or merge with any Person, other than in respect of acquisitions (by merger or otherwise) which may involve the issuance of Purchaser Shares not to exceed 25% of the Purchaser’s existing voting securities; (g) issue, deliver or sell, or authorize the issuance, delivery or sale, of any shares of its capital stock or other equity or voting interests which exceed 20% of the Purchaser’s existing voting securities, other than the issuance of awards under the Purchaser’s equity-based compensation arrangements outstanding from time to time, and other than in connection with an arm’s length acquisition by the Purchaser or prospectus offering; (h) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Purchaser; or (fi) authorize, agree, resolve or otherwise commit commit, whether or not in writing, to do any of the foregoing.

Conduct of Business of the Purchaser. The Purchaser 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, the Purchaser shall use commercially reasonable efforts to maintain and preserve its and its Subsidiaries’ ' business organization, properties, employees, goodwill and business relationships with customers, suppliers, partners and other Persons with which the Purchaser or any of its Subsidiaries has material business relations, and shall not, directly or indirectly: (a) split, combine, reclassify or amend the terms of the Purchaser Shares; (b) amend its articles of amalgamation, by-laws or other Constating Documents in any manner that would have a material and adverse impact on the value of the Purchaser Shares; (c) declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) in respect of any Purchaser Shares; (d) redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any Purchaser Shares, other than purchases of Purchaser Shares made in the public markets or off-market at then prevailing market price and other than redemptions or repurchases of Purchaser Shares in connection with the administration of equity or employee incentive plans; (e) take any action that would result in the need for stockholder approval of the Purchaser of the transactions contemplated by this Agreement; (f) issue, deliver or sell, or authorize the issuance, delivery or sale, of any shares of its capital stock or other equity or voting interests which exceed 20% of the Corporation’s existing voting securities, other than the issuance of awards under the Purchaser’s stock option plan, and other than in connection with an arm's length acquisition by the Purchaser or prospectus offering; (g) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Purchaser; or (fh) authorize, agree, resolve or otherwise commit to do any of the foregoing.

Conduct of Business of the Purchaser. The Purchaser 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 termsInterim Period, the Purchaser shall use commercially reasonable efforts to maintain and preserve its and its Subsidiaries’ ' business organization, properties, employees, goodwill and business relationships with customers, suppliers, partners and other Persons with which the Purchaser or any of its Subsidiaries has material business relations, and it shall not, directly or indirectly: (a) split, combine, reclassify or amend the terms of the Purchaser Sharesits Constating Documents; (b) amend split, combine or reclassify any shares of its articles of amalgamation, by-laws capital stock or other Constating Documents in any manner that would have a material and adverse impact on the value of the Purchaser Shares; (c) declare, set aside or pay any dividend or other distribution (whether in cash, securities stock or property or any combination thereof) in respect of any Purchaser Shares; (d) redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any on the Purchaser Shares, other than purchases of to effect the Purchaser Shares made in the public markets or off-market at then prevailing market price and other than redemptions or repurchases of Purchaser Shares in connection with the administration of equity or employee incentive plansShare Consolidation; (ec) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the PurchaserPurchaser or file a petition in bankruptcy under any provisions of federal, state or provincial bankruptcy or similar Law or consent to the filing of any bankruptcy petition against it under any bankruptcy or similar Law; (d) materially change its regulatory strategy other than as would not reasonably be expected to have a Purchaser Material Adverse Effect; or (fe) authorize, agree, resolve or otherwise commit commit, whether or not in writing, to do any of the foregoingforegoing or authorize, or take or agree to any action with respect to the foregoing prior to the Effective Date.

Conduct of Business of the Purchaser. The Purchaser covenants and agrees that, during 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, the Purchaser shall, and shall use commercially reasonable efforts to maintain and preserve its and its Subsidiaries’ business organization, properties, employees, goodwill and business relationships with customers, suppliers, partners and other Persons with which the Purchaser or any cause each of its Subsidiaries has material to, conduct its business relationsin the Ordinary Course, and the Purchaser shall not, directly or indirectly: (a) amend its articles of incorporation, articles of amalgamation, by-laws or other constating documents; (b) split, combine, reclassify or amend the terms of the Purchaser Shares; (b) amend its articles of amalgamation, by-laws or other Constating Documents in any manner that would have a material and adverse impact on the value of the Purchaser Consideration Shares; (c) reorganize, restructure, recapitalize, amalgamate or merge the Purchaser; (d) reduce the stated capital of the Consideration Shares; (e) materially change the business of the Purchaser and its Subsidiaries, taken as a whole; (f) declare, set aside or pay any dividend dividend, distribution or other distribution payment (whether in cash, securities shares or property or any combination thereofproperty) in respect of its securities owned by any Person, except regular quarterly dividends to holders of Consideration Shares, in an amount no greater than the Purchaser's most recent quarterly dividend (and for greater certainty, the Purchaser Sharesshall not declare or pay any "special dividend" having a record date on or prior to the Effective Date, except for the payment of any "special dividend" declared prior to the date hereof); (dg) except for purchases of Consideration Shares for cancellation pursuant to the Purchaser's normal course issuer bid, redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any Purchaser of the Consideration Shares, other than purchases of Purchaser Shares made in the public markets or off-market at then prevailing market price and other than redemptions or repurchases of Purchaser the Consideration Shares in connection with the administration of equity or employee incentive plans; (eh) adopt a plan of liquidation or pass resolutions providing for the liquidation or dissolution of the Purchaser; (i) acquire any Person, business, line of business (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, or make any investment in a Person, directly or indirectly, in one transaction or a series of related transactions, either by purchase of shares or securities, contributions of capital, loan or advance, property transfer or purchase of any property or assets of any Person, if such acquisition would be a "material change" in respect of the Purchaser for purposes of Securities Laws or would reasonably be expected to (i) require an amendment or supplement to the Company Circular, (ii) require additional submissions or information provided in connection with the Competition Act Approval, or (iii) prevent or materially delay the consummation of the transactions contemplated by this Agreement; or (fj) authorize, agree, resolve or otherwise commit to do any of the foregoing.

Conduct of Business of the Purchaser. The Purchaser 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, the Purchaser shall use commercially reasonable efforts to maintain and preserve its and its Subsidiaries’ ' business organization, properties, employees, goodwill and business relationships with customers, suppliers, partners and other Persons with which the Purchaser or any of its Subsidiaries has material business relations, and shall not, directly or indirectly: (a) split, combine, reclassify or amend the terms of the Purchaser SharesShares (other than, for greater certainty, to effect a split or consolidation of the issued and outstanding Consideration Shares (which split or consolidation shall be subject to Section 2.10)); (b) amend its articles of amalgamation, by-laws or other Constating Documents in any manner that would have (other than to effect a material and adverse impact on the value split or consolidation of the Purchaser Sharesissued and outstanding Consideration Shares (which split or consolidation shall be subject to Section 2.10(1))); (c) declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) in respect of any Purchaser Shares; (d) redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any Purchaser Shares, other than purchases of Purchaser Shares made in the public markets or off-off market at then prevailing market price prices and other than redemptions or repurchases of Purchaser Shares in connection with the administration of equity or employee incentive plans; (e) take any action that would result in the need for shareholder approval of the Purchaser of the transactions contemplated by this Agreement; or (f) reduce its stated capital or reorganize, arrange, restructure, amalgamate or merge with any Person, other than in respect of acquisitions (by merger or otherwise) which may involve the issuance of Purchaser Shares not to exceed 25% of the Purchaser's existing voting securities; (g) issue, deliver or sell, or authorize the issuance, delivery or sale, of any shares of its capital stock or other equity or voting interests which exceed 20% of the Purchaser's existing voting securities, other than the issuance of awards under the Purchaser's equity-based compensation arrangements outstanding from time to time, and other than in connection with an arm's length acquisition by the Purchaser or prospectus offering; (h) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Purchaser; or (fi) authorize, agree, resolve or otherwise commit commit, whether or not in writing, to do any of the foregoing.

Conduct of Business of the Purchaser. The Purchaser 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, the Purchaser shall, and shall cause its Subsidiaries to, conduct its and their business in the Ordinary Course, and the Purchaser shall use commercially reasonable efforts to maintain and preserve its and its Subsidiaries’ business organization, properties, employees, goodwill and business relationships with customers, suppliers, partners and other Persons with which the Purchaser or any of its Subsidiaries has material business relations, and the Purchaser shall not, and shall not permit any of its Subsidiaries to, directly or indirectly: (a) split, combine, consolidate, reclassify or amend the terms of the Purchaser Shares; (b) amend its articles Constating Documents, or in the case of amalgamationany Subsidiary which is not a corporation, by-laws or other Constating Documents in any manner that would have a material and adverse impact on the value of the Purchaser Sharesits similar organizational documents; (c) declare, set aside or pay any dividend or other distribution (whether in cash, of securities or property or any combination thereof) thereof in respect of any Purchaser Shares; (d) redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any Purchaser Shares, other than purchases of Purchaser Shares made in the public markets or off-market at then prevailing market price and other than redemptions or repurchases of Purchaser Shares in connection with the administration of equity or employee incentive plans; (e) take any action that would result in the need for shareholder approval of the Purchaser of the transactions contemplated by this Agreement; (f) reduce its stated capital or reorganize, arrange, restructure, amalgamate or merge with any Person, except for any transaction including only the Purchaser and one or more of its Subsidiaries or any transaction that does not materially impede the completion of the transactions contemplated by this Agreement or result in a Purchaser Material Adverse Effect; (g) issue, deliver or sell, or authorize the issuance, delivery or sale, of any shares of its capital stock or other equity or voting interests which exceed 20% of the Purchaser’s existing voting securities, other than the issuance of awards under the Purchaser’s equity-based compensation arrangements outstanding from time to time, and other than in connection with (i) an arm’s length acquisition by the Purchaser; (ii) a prospectus offering; or (iii) a private placement with any arm’s length party; (h) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Purchaser; or (fi) authorize, agree, resolve or otherwise commit commit, whether or not in writing, to do any of the foregoing.