Common use of Conduct of Business Pending the Mergers Clause in Contracts

Conduct of Business Pending the Mergers. Section 7.1 Conduct of Business by Dynegy Pending the DAC Merger. From the date hereof until the Effective Time, unless Illinova otherwise agrees in writing, or except as listed in the Dynegy Disclosure Schedule or as otherwise contemplated by this Agreement, Dynegy will conduct, and will cause its Subsidiaries to conduct, its business in the ordinary course consistent with past practice and will use, and will cause each of its Subsidiaries to use, all reasonable efforts to preserve intact their business organizations and relationships with third parties and to keep available the services of its key employees, directors and officers, subject to the terms of this Agreement. Except as listed in the Dynegy Disclosure Schedule or as otherwise provided in this Agreement, and without limiting the generality of the foregoing, from the date hereof until the Effective Time, without the written consent of Illinova, which consent will not be unreasonably withheld: (a) Neither Dynegy nor any of its Subsidiaries will adopt or propose any change to its certificate of incorporation or bylaws (or similar organizational documents); (b) Neither Dynegy nor any of its Subsidiaries will (i) declare, set aside or pay any dividend or other distribution with respect to any shares of capital stock of Dynegy or any of its respective Subsidiaries (except for (A) dividends on the Dynegy Stock in amounts consistent with past practices, and (B) intercompany dividends from direct or indirect wholly-owned Subsidiaries or from or in connection with facilities listed in Section 5.24 of the Dynegy Disclosure Schedule) or (ii) repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other securities of, or other ownership interests in, Dynegy or any of its Subsidiaries, other than intercompany acquisitions of stock; (c) Neither Dynegy nor any of its Subsidiaries will merge or consolidate with any Person other than a member of the consolidated group of corporations of which Dynegy is the parent for purposes of Treasury Regulation Section 1.1502 or acquire assets of any other Person (other than a member of such group) for consideration exceeding $20,000,000 singularly or $75,000,000 in the aggregate, or enter a new line of business or commence material business operations in any country in which Dynegy is not operating as of the date of this Agreement other than acquisitions pursuant to contractual commitments in effect on the date hereof; (d) Except (i) as listed in Section 7.1(d) of the Dynegy Disclosure Schedule or (ii) for the sale, exchange or other disposition of Qualifying Facilities listed in Section 5.24 of the Dynegy Disclosure Schedule, Dynegy will not, and will not permit any of its Subsidiaries to, sell, lease, license or otherwise surrender, relinquish or dispose of any assets or properties (other than among Dynegy and its direct and indirect wholly owned Subsidiaries) with an aggregate fair market value exceeding $20,000,000 singularly or $75,000,000 in the aggregate (other than sales of petroleum liquids, electricity, gas and coal in the ordinary course of business); (e) Dynegy will not settle any material Audit, make or change any material Tax election or file any material amended Tax Return; (f) Except as otherwise permitted by this Agreement, as disclosed on Section 7.1(f) of the Dynegy Disclosure Schedule, or in connection with the sale, exchange or other disposition of Qualifying Facilities listed in Section 5.24 of the Dynegy Disclosure Schedule, Dynegy and its Subsidiaries will not issue any securities (whether through the issuance or granting of options, warrants, rights or otherwise and except pursuant to existing obligations disclosed in the Dynegy SEC Reports or the Dynegy Disclosure Schedule), enter into any amendment of any term of any outstanding security of Dynegy or of any of its Subsidiaries, incur any debt except trade debt in the ordinary course of business and debt pursuant to existing credit facilities or arrangements and (except as listed in Section 7.1(f) of the Dynegy Disclosure Schedule), fail to make any required contribution to any Dynegy Benefit Plan, increase compensation, bonus (except as listed in Section 7.1(f) of the Dynegy Disclosure Schedule) or other benefits payable to, or modify or amend (or waive any material provisions of) any employment agreements or severance agreements with, any executive officer or former employee or enter into any settlement or consent with respect to any pending litigation other than settlements in the ordinary course of business; (g) Dynegy will not change any method of accounting or accounting practice by Dynegy or any of its Subsidiaries, except for any such change required by GAAP; (h) Dynegy will not take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (i) Dynegy will not amend or otherwise change the terms of the Dynegy Engagement Letters, except to the extent that any such amendment or change would result in terms more favorable to Dynegy; (j) Neither Dynegy nor any of its Subsidiaries will enter into any futures, hedge, swap, collar, put, call, floor, cap, option or other contracts that are intended to benefit from, relate to or reduce or eliminate the risk of fluctuations in the price of commodities, currencies, securities or interest rates, except in the ordinary course of business, consistent with past practices; (k) Neither Dynegy nor any of its Subsidiaries will (i) take, or agree or commit to take, any action that would make any representation and warranty of Dynegy hereunder inaccurate in any respect at, or as of any time prior to, the Effective Time or (ii) omit, or agree or commit to omit, to take any action necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time; (l) Neither Dynegy nor any of its Subsidiaries will: (i) adopt, amend (other than amendments that reduce the amounts payable by Dynegy or any Subsidiary, or amendments required by law to preserve the qualified status of a Dynegy Benefit Plan) or assume an obligation to contribute to any employee benefit plan or arrangement of any type or collective bargaining agreement or enter into any employment, severance or similar contract with any person (including contracts with management of Dynegy or any

Conduct of Business Pending the Mergers. Section 7.1 5.01. Conduct of Business by Dynegy the Company Pending the DAC MergerMergers. From The Company covenants and agrees that, during the period from the date hereof of this Agreement and continuing until the earlier of the termination of this Agreement and the Recapitalization Effective Time, unless Illinova otherwise agrees in writing, or except as listed set forth in Section 5.01 of the Dynegy Company Disclosure Schedule or as otherwise contemplated by this AgreementSchedule, Dynegy will conductthe Company shall conduct its business and shall cause the businesses of its Subsidiaries (including with respect to the collection of accounts receivable and the payment of accounts payable) to be conducted only in, and will cause the Company and its Subsidiaries to conductshall not take any action except in, its business in the ordinary course of business consistent with past practice practice; and will use, and will cause each of the Company shall use its Subsidiaries to use, all commercially reasonable efforts to preserve substantially intact their the business organizations organization of the Company and relationships with third parties and its Subsidiaries, to keep available the services of its key employees, directors and the present officers, subject employees and consultants of the Company and its Subsidiaries and to preserve the terms present relationships of this Agreementthe Company and its Subsidiaries with customers, suppliers and other Persons with which the Company and its Subsidiaries have significant business relations. Except By way of amplification and not limitation, except as listed in the Dynegy Disclosure Schedule or as otherwise provided in contemplated by this Agreement, and without limiting neither the generality Company nor any of its Subsidiaries shall, during the foregoing, period from the date hereof of this Agreement and continuing until the earlier of the termination of this Agreement and the Recapitalization Effective Time, except as set forth in Section 5.01 of the Company Disclosure Schedule, directly or indirectly do, or propose or agree to do, any of the following without the prior written consent of Illinova, which consent will not be unreasonably withheldRecapitalization Merger Sub: (a) Neither Dynegy nor any of its Subsidiaries will adopt amend or propose any otherwise change to its certificate of incorporation or bylaws (or similar organizational documents)the Kroll Documents; (b) Neither Dynegy nor issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of, any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock, or any other ownership interest in the Company or any of its Subsidiaries will (except for the issuance of shares of Company Common Stock issuable upon the exercise of Stock Options under the Company Stock Option Plans and Warrants outstanding on the date hereof); (c) sell, pledge, dispose of, mortgage, otherwise encumber or subject to any Lien any assets of the Company or any of its Subsidiaries (except for (i) sales of inventory and receivables in the ordinary course of business consistent with past practice, (ii) dispositions of obsolete or worthless assets and (iii) sales of immaterial assets on an arms-length basis having a fair market value not in excess of $500,000 in the aggregate); (i) declare, set aside aside, make or pay any dividend or other distribution with (whether in cash, stock or property or any combination thereof) in respect to any shares of capital stock of Dynegy or any of its respective Subsidiaries (capital stock, except for (A) dividends on the Dynegy Stock in amounts consistent with past practices, and (B) intercompany dividends from direct or indirect that a wholly-owned Subsidiaries or from or in connection with facilities listed in Section 5.24 Subsidiary of the Dynegy Disclosure Schedule) Company may declare and pay a dividend, or make advances, to its parent, except that neither the Company nor its Subsidiaries may declare or pay any intercompany cross border dividend, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iii) except as required by the terms of any security as in effect on the date hereof and set forth in Section 5.01(d) of the Company Disclosure Schedule, amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire any outstanding of the Company's securities, including shares of capital stock Company Common Stock, or any option, warrant or right, directly or indirectly, to acquire any such securities, or (iv) settle, pay or discharge any claim, suit or other action brought or threatened against the Company with respect to or arising out of a shareholder equity interest in the Company; (e) (i) (A) incur any indebtedness for borrowed money, except for borrowings and reborrowing not in excess of $3,000,000 and borrowings and reborrowings under the Company's existing credit facilities and intercompany indebtedness, (B) issue or sell any debt securities of, (except intercompany debt securities) or warrants or other ownership interests in, Dynegy rights to acquire any debt securities of the Company or any of its Subsidiaries, (C) make any loans, advances (other than intercompany acquisitions to employees of stock; (cand consultants to the Company for travel and other reasonable and customary expenses incurred in the ordinary course of business consistent with past practice) Neither Dynegy nor or capital contributions to, or investments in, any of its Subsidiaries will merge or consolidate with any Person other Person, other than a member to the Company or any direct or indirect Subsidiary of the consolidated group Company or (D) assume, guarantee (other than guarantees of corporations obligations of which Dynegy is the parent for purposes Company's Subsidiaries entered into in the ordinary course of Treasury Regulation Section 1.1502 business consistent with past practice) or acquire assets endorse, or otherwise as an accommodation become responsible for, the obligations of any other Person (other than a member obligations of such group) Subsidiaries and the endorsements of negotiable instruments for consideration exceeding $20,000,000 singularly or $75,000,000 collection in the aggregateordinary course of business consistent with past practice), or (ii) enter a into or materially amend any contract, agreement, commitment or arrangement to effect any of the transactions prohibited by this Section 5.01(e); (f) except as set forth in Section 5.01(f) of the Company Disclosure Schedule, increase the compensation or severance payable or to become payable to its directors or executive officers or enter into any employment or severance agreement with any new line management employee of the Company or any of its Subsidiaries, except for an agreement entered into in the ordinary course of business consistent with past practice and providing for annual base compensation not to exceed $250,000, or commence material establish, adopt, enter into or amend any collective bargaining agreement, Company Employee Plan, trust, fund, policy or arrangement for the benefit of any current or former director, officer or employee or any of their beneficiaries, except, in each case, as may be required by law or in the ordinary course of business operations in consistent with past practice; (g) take any country in which Dynegy is not operating as action to change any of the date accounting policies or procedures used by it (including procedures with respect to revenue recognition, payments of this Agreement other than acquisitions pursuant to contractual commitments accounts payable and collection of accounts receivable), except as required by a change in effect on GAAP occurring after the date hereof; (dh) Except (i) as listed in Section 7.1(d) of the Dynegy Disclosure Schedule or (ii) for the sale, exchange or other disposition of Qualifying Facilities listed in Section 5.24 of the Dynegy Disclosure Schedule, Dynegy will not, and will not permit any of its Subsidiaries to, sell, lease, license or otherwise surrender, relinquish or dispose of any assets or properties (other than among Dynegy and its direct and indirect wholly owned Subsidiaries) with an aggregate fair market value exceeding $20,000,000 singularly or $75,000,000 in the aggregate (other than sales of petroleum liquids, electricity, gas and coal in the ordinary course of business); (e) Dynegy will not settle make any material Audittax election or settle or compromise any United States federal, state, local or non-United States material tax liability, make or change any method of accounting with respect to any Tax, file any amended Tax Return with respect to any material Tax election or file settle or compromise any material amended federal, state, local or foreign Tax Returnliability; (fi) Except as otherwise permitted by this Agreementpay, as disclosed on Section 7.1(f) discharge or satisfy any claim, liability or obligation in excess of the Dynegy Disclosure Schedule, $50,000 in any individual case or in connection with the sale, exchange or other disposition of Qualifying Facilities listed in Section 5.24 of the Dynegy Disclosure Schedule, Dynegy and its Subsidiaries will not issue any securities (whether through the issuance or granting of options, warrants, rights or otherwise and except pursuant to existing obligations disclosed $300,000 in the Dynegy SEC Reports aggregate, other than the payment, discharge or the Dynegy Disclosure Schedule), enter into any amendment of any term of any outstanding security of Dynegy or of any of its Subsidiaries, incur any debt except trade debt satisfaction in the ordinary course of business and debt pursuant of liabilities reflected or reserved against in the financial statements contained in the Company SEC Reports filed prior to existing credit facilities the date of this Agreement or arrangements and (except as listed in Section 7.1(f) of the Dynegy Disclosure Schedule), fail to make any required contribution to any Dynegy Benefit Plan, increase compensation, bonus (except as listed in Section 7.1(f) of the Dynegy Disclosure Schedule) or other benefits payable to, or modify or amend (or waive any material provisions of) any employment agreements or severance agreements with, any executive officer or former employee or enter into any settlement or consent with respect to any pending litigation other than settlements incurred in the ordinary course of business; (gj) Dynegy will not change acquire or agree to acquire any method of accounting or accounting practice by Dynegy or any of its Subsidiariesassets, except for any such change required by GAAP; (h) Dynegy will not take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); other than (i) Dynegy will not amend inventory or otherwise change the terms of the Dynegy Engagement Letters, except to the extent that any such amendment or change would result in terms more favorable to Dynegy; (j) Neither Dynegy nor any of its Subsidiaries will enter into any futures, hedge, swap, collar, put, call, floor, cap, option or other contracts that are intended to benefit from, relate to or reduce or eliminate the risk of fluctuations in the price of commodities, currencies, securities or interest rates, except supplies in the ordinary course of business, business consistent with past practicespractice, (ii) active systems projects, (iii) furniture, fixtures and equipment on order, (iv) machinery and equipment on order, (v) trademark filings, (vi) information services group product development and (vii) capital expenditures not to exceed in the year 1999 the sum of $820,000 minus capital expenditures made during 1999 and $920,000 in the year 2000; (k) Neither Dynegy nor pay, discharge or satisfy any material claims (including claims of its Subsidiaries will shareholders), liabilities or obligations (iabsolute, accrued, asserted or unasserted, contingent or otherwise), except for the payment, discharge or satisfaction of (x) takeliabilities or obligations in the ordinary course of business consistent with past practice or in accordance with their terms as in effect on the date hereof, (y) claims settled or compromised to the extent permitted by Section 5.01(i), or agree or commit to takewaive, any action that would make any representation and warranty of Dynegy hereunder inaccurate in any respect atrelease, grant, or as transfer any rights of material value or modify or change in -40- 44 any time prior tomaterial respect any existing material license, lease, contract or other document, other than in the Effective Time ordinary course of business consistent with past practice or (iiz) omit, or agree or commit to omit, to take any action necessary to prevent any such representation or warranty from being inaccurate in any respect at any such timethe Notes; (l) Neither Dynegy nor adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries will: (i) adopt, amend (other than amendments that reduce the amounts payable Mergers); (m) acquire or agree to acquire by Dynegy 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 Subsidiarycorporation, partnership, joint venture, association or amendments required by law to preserve other business organization or division thereof; (n) close, shut down or otherwise eliminate any of its facilities, except where such closure, shutdown or elimination is in the qualified status ordinary course of business consistent with past practice or is of a Dynegy Benefit Planfacility not material to the business or operations of the Company; (o) amend or assume an obligation modify in any material respect or terminate any material existing IP License or Company IP License, execute any new IP License that would be material to contribute the business of the Company and its Subsidiaries taken as a whole, sell, license or otherwise dispose of, in whole or in part, any material Company IP, and/or subject any material Company IP to any employee benefit plan or arrangement material Lien other than license for any software developed by the Information Security Group of the Company and other than any type or collective bargaining agreement generally commercially available software; (p) engage in any transaction with, or enter into any employmentagreement, severance arrangement, or similar contract understanding with, directly or indirectly, any of the Company's Affiliates, including any transactions, agreements, arrangements or understandings with any person Affiliate or other Person covered under Item 404 of SEC Regulation S-K that would be required to be disclosed under such Item 404 other than such transactions of the same general nature, scope and magnitude as are disclosed in the Company SEC Reports filed prior to the date of this Agreement; (including contracts q) pay or spend any amount of money, directly or indirectly, in connection with management the Company's agreement, pursuant to Sections 1.08 and 2.08, to obtain the consent of Dynegy each holder of a Company Option as shall be necessary to effectuate the purposes of Sections 1.08 and 2.08; or (r) authorize any of, or anycommit or agree to take any of, the foregoing actions.

Conduct of Business Pending the Mergers. Section 7.1 Conduct of Business by Dynegy the Parent and the Companies Pending the DAC Merger. Mergers From the date hereof until the Effective Time, unless Illinova Parent, Xxxxx and Reading shall otherwise agrees agree in writing, or except as listed in the Dynegy Disclosure Schedule or as otherwise contemplated by this Agreement, Dynegy will conductParent, Xxxxx and will cause its Reading and their respective Subsidiaries to conduct, its shall conduct their business in the ordinary course consistent with past practice and will use, and will cause each of its Subsidiaries to use, shall use all reasonable efforts to preserve intact their business organizations and relationships with third parties and to keep available the services of its key employees, directors and officersparties, subject to the terms of this Agreement. Except as listed in the Dynegy Disclosure Schedule or as otherwise provided in this Agreement, and without limiting the generality of the foregoing, from the date hereof until the Effective Time, without the written consent of IllinovaParent, Xxxxx and Reading, which consent will shall not be unreasonably withheld: (a) a. Neither Dynegy nor any of its Subsidiaries Parent, Xxxxx or Reading will adopt or propose any change to its certificate their articles of incorporation or bylaws (or similar organizational documents)bylaws; (b) Neither Dynegy nor any b. Except for the dividend payments in the aggregate amount of its Subsidiaries approximately $114,000 payable quarterly with respect to the Reading Series A Stock, neither Parent, Xxxxx or Reading will (i) declare, set aside or pay any dividend or other distribution with respect to any shares of capital stock of Dynegy or any of its the respective Subsidiaries (except for (A) dividends on the Dynegy Stock in amounts consistent with past practicesParent, Xxxxx and (B) intercompany dividends from direct or indirect wholly-owned Subsidiaries or from or in connection with facilities listed in Section 5.24 of the Dynegy Disclosure Schedule) Reading, or (ii) repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other securities of, or other ownership interests in, Dynegy or any of its Subsidiaries, other than intercompany acquisitions of stockthe respective company; (c) c. Neither Dynegy Parent, Xxxxx or Reading will, nor permit any of its Subsidiaries will to, merge or consolidate with any Person other than a member of the consolidated group of corporations of which Dynegy is the parent for purposes of Treasury Regulation Section 1.1502 person or acquire assets of any other Person (other than a member of such group) for consideration exceeding $20,000,000 singularly or $75,000,000 person except in the aggregate, or enter a new line ordinary course of business or commence material business operations in any country in which Dynegy is not operating as pursuant to transactions among wholly-owned subsidiaries of the date of this Agreement other than acquisitions pursuant to contractual commitments in effect on the date hereofrespective company; (d) Except (i) as listed in Section 7.1(d) of the Dynegy Disclosure Schedule or (ii) for the saled. Neither Parent, exchange or other disposition of Qualifying Facilities listed in Section 5.24 of the Dynegy Disclosure ScheduleXxxxx and Reading will, Dynegy will not, and will not nor permit any of its Subsidiaries to, sell, lease, license or otherwise surrender, relinquish or dispose of any material assets or properties (other than among Dynegy Xxxxx and its direct and indirect wholly owned Subsidiaries or among Reading and its direct and indirect wholly owned Subsidiaries or among Parent and its direct and indirect wholly owned Subsidiaries) with an aggregate fair market value exceeding $20,000,000 singularly or $75,000,000 in the aggregate (other than sales of petroleum liquids, electricity, gas and coal except in the ordinary course of business); (e) Dynegy e. Neither Parent, Xxxxx or Reading will not settle or permit any material Audit, make or change any material Tax election or file any material amended Tax Return; (f) Except as otherwise permitted by this Agreement, as disclosed on Section 7.1(f) of the Dynegy Disclosure Schedule, or in connection with the sale, exchange or other disposition of Qualifying Facilities listed in Section 5.24 of the Dynegy Disclosure Schedule, Dynegy and its Subsidiaries will not to (i) issue any securities (whether through the issuance or granting of options, warrants, rights or otherwise and except pursuant to existing obligations disclosed in the Dynegy following, as applicable: Xxxxx SEC Reports, Reading SEC Reports or Parent SEC Reports filed and publicly available as of the Dynegy Disclosure Scheduledate of this Agreement), (ii) enter into any amendment of any term of any outstanding security of Dynegy such company or of any of its Subsidiaries, (iii) incur any debt material indebtedness, except trade debt in the ordinary course of business and debt pursuant to existing or previously disclosed contemplated credit facilities or arrangements and arrangements, (except as listed in Section 7.1(fiv) of the Dynegy Disclosure Schedule), fail to make any required contribution to any Dynegy Xxxxx Benefit Plan, Reading Benefit Plan, or Parent Benefit Plan, as applicable, (v) increase in any material respect compensation, bonus (except as listed in Section 7.1(f) of the Dynegy Disclosure Schedule) or other benefits payable to, or modify or amend (or waive any material provisions of) any employment agreements or severance agreements with, any executive officer except, in the case of executives other than the chief executive officer of such company, with the approval of the Chairman of the Board of Parent, Xxxxx or former employee Reading, as the case may be, or (vi) enter into any settlement or consent with respect to any pending litigation litigation, other than settlements in the ordinary course of businessbusiness or on terms which are not otherwise materially adverse to Parent, Xxxxx and Reading, as the case may be, and its Subsidiaries taken as a whole; (g) Dynegy f. Parent, Xxxxx and Reading will not change any method of accounting or accounting practice by Dynegy Parent, Xxxxx and Reading or any of its their Subsidiaries, except for any such change required by GAAP; (h) Dynegy g. Parent, Xxxxx and Reading will not take any action or permit any of their respective Subsidiaries to take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (i) Dynegy will not amend h. Neither Parent, Xxxxx or otherwise change the terms of the Dynegy Engagement LettersReading, except to the extent that any such amendment or change would result in terms more favorable to Dynegy; (j) Neither Dynegy nor any of its Subsidiaries will enter into become bound or obligated to participate in any futuresoperation, hedgeor consent to participate in any operation that will individually cost in excess of $5.0 million, swapunless the operation is a currently existing obligation of the respective company or any of its Subsidiaries. i. Neither Parent, collarXxxxx or Reading will, put, call, floor, cap, option or other contracts that are intended to benefit from, relate to or reduce or eliminate the risk of fluctuations in the price of commodities, currencies, securities or interest rates, except in the ordinary course of business, consistent with past practices; (k) Neither Dynegy nor permit any of its Subsidiaries will to, (i) take, or agree or commit to take, any action that would make any representation and warranty of Dynegy the respective company hereunder inaccurate in any material respect at, or as of any time prior to, the Effective Time or (ii) omit, or agree or commit to omit, to take any action necessary to prevent any such representation or warranty from being inaccurate in any material respect at any such time; (l) j. Neither Dynegy Parent, Xxxxx or Reading nor any of its Subsidiaries will: shall (i) adopt, amend (other than amendments that reduce the amounts payable by Dynegy the respective company or any Subsidiary, or amendments required by law to preserve the qualified status of a Dynegy the Xxxxx Benefit Plan, Reading Benefit Plan or Parent Benefit Plan, as applicable) or assume an obligation to contribute to any employee benefit plan or arrangement of any type or collective bargaining agreement or enter into any employment, severance or similar contract with any person (including including, without limitation, contracts with management of Dynegy the respective company or anyany Subsidiary that might require that payments be made upon the consummation of the transactions contemplated hereby) or, except as provided in Section 7.1(e)(v), amend any such existing contracts to increase any amounts payable thereunder or benefits provided thereunder, (ii) engage in any transaction (either acting alone or in conjunction with any Xxxxx Benefit Plan, Reading Benefit Plan, or Parent Benefit Plan, as applicable, or trust created thereunder) in connection with which the respective company or any Subsidiary could be subjected (directly or indirectly) to either a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA or a tax imposed pursuant to Chapter 43 of Subtitle D of the Code, (iii) terminate any Xxxxx Benefit Plan, Reading Benefit Plan, or Parent Benefit Plan, as applicable, in a manner, or take any other action with respect to any Xxxxx Benefit Plan, Reading Benefit Plan, or Parent Benefit Plan, as applicable, that could result in the liability of the respective company or any Subsidiary to any person, (iv) take any action that could adversely affect the qualification of any Xxxxx Benefit Plan, Reading Benefit Plan, or Parent Benefit Plan, as applicable, or its compliance with the applicable requirements of ERISA, (v) fail to make full payment when due of all amounts which, under the provisions of any Xxxxx Benefit Plan, Reading Benefit Plan, or Parent Benefit Plan, as applicable, any agreement relating thereto or applicable law, the respective company or any Subsidiary are required to pay as contributions thereto or (vi) fail to file, on a timely basis, all reports and forms required by federal regulations with respect to any Xxxxx Benefit Plan, Reading Benefit Plan, or Parent Benefit Plan, as applicable; k. Parent, Xxxxx and Reading will not make any election under any of their stock option plans to pay cash in exchange for terminating awards under such plans; and l. Neither Parent, Xxxxx or Reading will, nor permit any of its Subsidiaries to, agree or commit to do any of the foregoing.