Common use of Conduct of Businesses Prior to the Effective Time Clause in Contracts

Conduct of Businesses Prior to the Effective Time. Except as set forth in Section 5.1 of the Company Disclosure Schedule, as expressly contemplated or permitted by this Agreement, or as required by applicable law, rule or regulation, during the period from the date of this Agreement to the Effective Time, unless Parent otherwise agrees in writing, which agreement shall not be unreasonably withheld or delayed, the Company shall, and shall cause its subsidiaries to, (i) conduct its business in the usual, regular and ordinary course consistent with past practice and (ii) use all reasonable efforts to maintain and preserve intact its business organization and the goodwill of those having business relationships with it and retain the services of its present officers and key employees. Without limiting the generality of the foregoing, and except as set forth in Section 5.1 of the Company Disclosure Schedule, as expressly contemplated or permitted by this Agreement, or as required by applicable law, rule or regulation, during the period from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any of its subsidiaries to, without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed: (a) (i) issue, sell, grant, dispose of, pledge or otherwise encumber, or authorize or propose the issuance, sale, disposition or pledge or other encumbrance of (A) any additional shares of its capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares of its capital stock, or any rights, warrants, option, calls, commitments or any other agreements of any character to purchase or acquire any shares of its capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of its capital stock other than pursuant to the exercise of stock options or warrants or conversion rights outstanding as of the date hereof; or (B) any other securities in respect of, in lieu of, or in substitution for, any shares of its capital stock outstanding on the date hereof other than pursuant to the exercise of stock options or warrants or conversion rights outstanding as of the date hereof; (ii) except pursuant to put and call provisions in place as of the date of this Agreement and listed on Section 5.1 of the Company Disclosure Schedule, redeem, purchase or otherwise acquire, or propose to redeem, purchase or otherwise acquire, any of its outstanding shares of capital stock; or (iii) split, combine, subdivide or reclassify any shares of its capital stock or declare, set aside for payment or pay any dividend, or make any other actual, constructive or deemed distribution in respect of any shares of its capital stock or otherwise make any payments to its stockholders in their capacity as such; (b) other than in the ordinary course of business consistent with past practice, incur any indebtedness for borrowed money or guarantee any such indebtedness or make any loans, advances or capital contributions to, or investments in, any other person other than the Company or its subsidiaries; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets with a value in excess of $1 million to any individual, corporation or other entity other than a direct or indirect wholly-owned subsidiary, or cancel, release or assign any indebtedness in excess of $1 million to any such person or any claims held by any such person, in each case that is material to the Company and its subsidiaries, taken as a whole, except (i) in the ordinary course of business consistent with past practice, (ii) pursuant to contracts or agreements in force at the date of this Agreement or (iii) pursuant to plans disclosed in writing prior to the execution of this Agreement to Parent or Purchaser; (d) make any material acquisition or investment either by purchase of stock or securities, merger or consolidation, contributions to capital, property transfers, or purchases of any property or assets of any individual, corporation or other entity other than a wholly-owned subsidiary thereof; (e) increase in any manner the compensation of any of its directors, officers or employees or enter into, establish, amend or terminate any employment, consulting, retention, change in control, collective bargaining, bonus or other incentive compensation, profit sharing, health or other welfare, stock option or other equity, pension, retirement, vacation, severance, deferred compensation or other compensation or benefit plan, policy, agreement, trust, fund or arrangement with, for or in respect of, any stockholder, officer, director, other employee, agent, consultant or affiliate other than (i) as required pursuant to the terms of agreements in effect on the date of this Agreement, and (ii) increases in salaries, wages and benefits of employees who are not directors or officers of the Company made in the ordinary course of business and in a manner consistent with past practice; (f) amend its certificate of incorporation, bylaws or similar governing documents; (g) enter into any agreement of the type that would be required to be disclosed in Section 3.4(d) of the Company Disclosure Schedule if such agreement had been in effect on the date of this Agreement; or (h) make any commitment to take any of the actions prohibited by this Section 5.1.

Conduct of Businesses Prior to the Effective Time. Except as (x) set forth in Section 5.1 6.1 of the Company Disclosure Schedule, as (y) expressly contemplated or permitted by this Agreement, or as (z) required by applicable law, rule or regulationLaw, during the period from the date of this Agreement to the earlier of the Effective TimeTime or the termination of this Agreement in accordance with Section 8.1, unless Parent otherwise agrees in writing, which writing (such agreement shall not to be unreasonably withheld withheld, delayed or delayedconditioned), the Company shall, and shall cause its subsidiaries each of the Company Subsidiaries to, (i) conduct its business in all material respects in the usual, regular and ordinary course consistent with past practice and of business, (ii) use all commercially reasonable efforts to maintain and preserve substantially intact its insurance coverage as described in Section 4.17 of the Company Disclosure Schedule, advantageous business organization relationships and the goodwill of those having business relationships with it and retain the services of its present officers and key employees, (iii) comply with all Laws, and (iv) not take any action which would materially adversely affect or delay the ability of any of the parties hereto from obtaining any necessary approvals required by the Transactions, performing its covenants or agreements hereunder, or otherwise materially delay or prohibit the Transactions. Without limiting the generality of the foregoing, and except as set forth in Section 5.1 6.1 of the Company Disclosure Schedule, except as expressly contemplated or permitted by this Agreement, or except as required by applicable law, rule or regulationLaw, during the period from the date of this Agreement to the earlier of the Effective TimeTime or the termination of this Agreement in accordance with Section 8.1, the Company shall not, and shall not permit any of its subsidiaries the Company Subsidiaries to, without the prior written consent of Parent, which Parent (such consent shall not to be unreasonably withheld withheld, delayed or delayed:conditioned): (a) (i) issue, sell, grant, dispose of, pledge or otherwise encumber, or authorize or propose the issuance, sale, grant, disposition or pledge or other encumbrance of of, (Ax) any additional shares of its capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares of its capital stock, or any rights, warrants, optionoptions, calls, commitments or any other agreements of any character to purchase or acquire any shares of its capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of its capital stock stock, other than pursuant to the exercise of stock options or warrants or conversion rights outstanding as of Company Stock Options existing on the date hereof; of this Agreement, or (By) any other securities in respect of, in lieu of, or in substitution for, any shares of its capital stock outstanding on the date hereof other than pursuant to the exercise of stock options or warrants or conversion rights outstanding as of the date hereof; this Agreement, (ii) except pursuant to put and call provisions in place as of the date of this Agreement and listed on Section 5.1 of the Company Disclosure Schedule, redeem, purchase or otherwise acquire, or propose to redeem, purchase or otherwise acquire, any of its outstanding shares of capital stock; stock or other securities, other than purchases or other acquisitions (including holdbacks for Tax withholding) pursuant to the terms of Benefit Plans in effect on the date of this Agreement, (iii) split, combine, subdivide or reclassify any shares of its capital stock or declare, set aside for payment or pay any dividend, or make any other actual, constructive or deemed distribution in respect of any shares Shares (including using, paying, distributing or otherwise disposing in any manner of its capital stock any of the amounts paid to the Company pursuant to Section 2 of the Tri-Party Agreement), or otherwise make any payments to its stockholders in their capacity as such, other than dividends declared or paid by any Company Subsidiary to any wholly-owned Company Subsidiary or to the Company; (b) other than in the ordinary course of business consistent with past practiceincur, incur create or modify any indebtedness for borrowed money or guarantee any such indebtedness or make any loans, loans or advances or capital contributions to, or investments in, to any other person Person (other than the Company or its subsidiariesa wholly-owned Company Subsidiary), except for trade payables incurred in the ordinary course of business consistent with past practices; (c) sell, transfer, mortgagelease, encumber exchange or otherwise dispose of of, or grant any Lien with respect to, any of its the material properties or assets with a value in excess of $1 million to any individual, corporation or other entity other than a direct or indirect wholly-owned subsidiary, or cancel, release or assign any indebtedness in excess of $1 million to any such person the Company or any claims held by any such person, in each case that is material to of the Company and its subsidiaries, taken as a wholeSubsidiaries, except for (i) sales of oil and gas in the ordinary course of business consistent with past practice, practice and (ii) pursuant to contracts or agreements in force at the date of this Agreement or (iii) pursuant to plans disclosed in writing prior to the execution of this Agreement to Parent or PurchaserPermitted Liens; (d) make any material acquisition or investment either investment, whether by purchase of stock or securities, merger or consolidation, contributions to capital, property transfers, or purchases of any property or assets with a net book value in excess of $25,000 individually or $150,000 in the aggregate of or in any individual, corporation or other entity Person (other than a wholly-owned subsidiary thereofCompany Subsidiary), except in any such case pursuant to agreements set forth on Section 6.1 of the Company Disclosure Schedule or as expressly contemplated by the Tri-Party Agreement; (e) (i) increase in any manner respect the rate or terms of compensation of payable by the Company or any of its the Company Subsidiaries to any of their respective directors, officers or employees employees, or enter intoany other employee, establish, amend or terminate increase the rate or terms of any employment, consulting, retention, change in control, collective bargaining, bonus or other incentive compensation, profit sharing, health or other welfare, stock option or other equitybonus, pension, retirement, vacation, severance, deferred compensation salaried severance or other compensation or employee benefit plan, policy, agreement, trust, fund agreement or arrangement with, for or in respect of any of their respective directors, officers or employees; (ii) enter into or amend any employment, severance, termination or similar agreement or arrangement with any director, or officer, employee or consultant, (iii) establish, adopt, enter into or amend or modify any Benefit Plan, (iv) amend or take any other actions to increase the amount of, or accelerate the payment or vesting of, any stockholderbenefit or amount under any Benefit Plan, policy or arrangement (including the acceleration of vesting, waiving of performance criteria or the adjustment of awards or providing for compensation or benefits to any former or present director, officer, directorsalaried employee or consultant), (v) execute or amend any consulting or indemnification agreement between the Company or any of the Company Subsidiaries and any of their respective directors, officers, agents, consultants or employees, or any collective bargaining agreement or other employeeobligation to any labor organization or employee incurred or entered into by the Company or any of the Company Subsidiaries, agentor (vi) contribute, consultant transfer or affiliate otherwise provide any cash, securities or other than property to any grantee, trust, escrow or other arrangement that has the effect of providing or setting aside assets for benefits payable pursuant to any termination, severance, retention or other change in control agreement; except in the case of (i) as required through (vi), (A) pursuant to and in accordance with the terms of agreements in effect on any plan, contract, agreement or other legal obligation of the Company or any of the Company Subsidiaries existing at the date of this AgreementAgreement (copies of which have been furnished to Parent), (B) in the case of severance or termination payments, pursuant to the severance policy or plans of the Company or the Company Subsidiaries existing at the date of this Agreement (copies of which have been furnished to Parent), and (C) as required by applicable Law; (f) merge, consolidate or combine with any Person or dissolve or liquidate or adopt a plan of merger, consolidation or combination with any Person or dissolution or complete or partial liquidation other than the merger, consolidation, combination, dissolution or liquidation of inactive Subsidiaries in the ordinary course of business; (g) (i) change any of its methods or principles of accounting in effect as of the date hereof, except to the extent required to comply with GAAP as advised by the Company’s independent accountants, (ii) increases make or rescind any material election relating to Taxes, including elections for any and all joint ventures, partnerships, limited liability companies, working interests or other investments (other than any election that must be made periodically and is made consistent with past practice), (iii) settle or compromise any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy (including by entering into any closing agreement) relating to Taxes, (iv) change any of its material methods of reporting Tax items for U.S. federal income Tax purposes from those employed in salariesthe preparation of the U.S. federal income Tax Returns for the taxable year ended December 31, wages and benefits 2015, (v) request any Tax rulings, (vi) authorize any Tax indemnities (other than Tax indemnity provisions included in customary commercial arrangements that do not primarily involve Tax matters, such as leases), (vii) change any annual tax accounting period, (viii) surrender any right to claim any Tax refund, (ix) extend the statute of employees who are not directors limitations with respect to any Tax period, (x) enter into or officers amend any material agreement or settlement with any Governmental Entity respecting Taxes or (xi) amend or revoke any previously filed Tax Return except, in each case, as may be required by Law; (h) transfer or license to any Person or otherwise extend, amend or modify any rights to the Intellectual Property of the Company made or any Company Subsidiary necessary to carry on the business of the Company or such Company Subsidiary in all material respects other than sublicenses of Intellectual Property in the ordinary course of business and in a manner consistent with past practice; (fi) amend its certificate pay, discharge, settle or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) prior to the same being due other than pursuant to mandatory terms of incorporationany agreement, bylaws understanding or similar governing documents; (g) enter into any agreement of the type that would be required to be disclosed in Section 3.4(d) of the Company Disclosure Schedule if such agreement had been arrangement as in effect on the date hereof; (j) enter into any “non-compete” or similar agreement that would materially restrict the businesses of this Agreementthe Surviving Corporation or Parent or its Affiliates following the Effective Time or that would in any way restrict the businesses of Parent or its Affiliates or take any action that may impose material new or additional regulatory requirements on Parent or any Affiliate of Parent; (k) (i) enter into, renew, modify, amend or terminate any Material Contract to which the Company or any of the Company Subsidiaries is a party (other than entering into or renewing leases constituting Oil and Gas Interests in the ordinary course of business), or waive, delay the exercise of, release or assign any material rights or claims thereunder, or (ii) enter into or amend any contract, agreement or commitment with any former or present director, officer or employee of the Company or any of the Company Subsidiaries or with any Affiliate or associate (as defined under the Exchange Act) of any of the foregoing Persons except to the extent permitted under paragraph (e) above; (l) to the extent the operator thereof, fail to (i) maintain and keep the Oil and Gas Interests of the Company and the Company Subsidiaries in full force and effect, or (ii) fulfill contractual or other covenants, obligations and conditions imposed upon the Company with respect to such Oil and Gas Interests, including, but not limited to, payment of royalties, delay rentals, shut-in gas royalties and any and all other required payments thereunder; provided, however, that the Company shall not be obligated to take any action to keep leases from expiring in accordance with their terms; (m) amend or propose any amendment to the Company Articles or Company By-Laws or the articles of incorporation or bylaws (or other similar governing documents) of any Company Subsidiary; or (hn) make any commitment to take any of the actions prohibited by this Section 5.16.1. Without in any way limiting the rights or obligations of any party hereto under this Agreement, the parties hereto acknowledge and agree that (i) nothing in this Agreement shall give Parent, directly or indirectly, the right to control or direct the operations of the Company or any of the Company Subsidiaries prior to the Effective Time and (ii) prior to the Effective Time, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and the Company Subsidiaries’ operations.

Conduct of Businesses Prior to the Effective Time. Except as set forth in Section 5.1 of the Company Disclosure Schedule, as expressly contemplated or permitted by this Agreement, or as required by applicable law, rule or regulationregulation (including the rules of any applicable securities exchange), during the period from the date of this Agreement to the earlier of (x) the termination of this Agreement and (y) the Effective Time, unless Parent otherwise agrees in writing, which agreement shall not be unreasonably withheld or delayed, the Company shall, and shall cause its subsidiaries Subsidiaries to, (i) in all material respects, conduct its business in the usual, regular regular, and ordinary course consistent with past practice and (ii) practice; use all reasonable efforts to maintain and preserve intact its business organization and the goodwill good will of those having business relationships with it and retain the services of its present officers and key employees; at its expense, maintain all its assets in good repair and condition, except to the extent of reasonable wear and use and damage by fire or other casualty; and comply in all material respects with all applicable laws and regulations of Governmental Entities. Without limiting the generality of the foregoing, and except as set forth in Section 5.1 of the Company Disclosure Schedule, as expressly contemplated or permitted by this Agreement, or as required by applicable law, rule or regulationregulation (including the rules of any applicable securities exchange), during the period from the date of this Agreement to the earlier of (x) the termination of this Agreement and (y) the Effective Time, the Company shall not, and shall not permit any of its subsidiaries Subsidiaries to, without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayedParent in each instance: (a) adopt or propose any change to the Company Charter or the Company By-laws; (b) merge or consolidate the Company or any of its Subsidiaries with any other Person, except for any such transactions among wholly owned Subsidiaries of the Company that are not obligors or guarantors of third party indebtedness; (c) (i) except as permitted by the proviso in Section 6.2(d)(ii), issue, sell, grant, dispose of, pledge or otherwise encumber, or authorize or propose the issuance, sale, disposition or pledge or other encumbrance of (A) any additional shares of its capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares of its capital stock, or any rights, warrants, optionoptions, calls, commitments or any other agreements of any character to purchase or acquire any shares of its capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of its capital stock other than pursuant to the exercise of stock options or warrants or conversion rights outstanding as of the date hereof; Company or any of its Subsidiaries (including, in each case, Deferred Stock Units and Company Stock Options), or (B) any other securities in respect of, in lieu of, or in substitution for, any shares of its capital stock of the Company or any of its Subsidiaries outstanding on the date hereof hereof, other than the issuance of Company Common Stock pursuant to the conversion of Deferred Stock Units or the exercise of stock options or warrants or conversion rights Company Stock Options, in each case which are outstanding as of the date hereof; (ii) except pursuant to put and call provisions in place as of the date of this Agreement and listed on Section 5.1 of the Company Disclosure Schedule, Agreement; (ii) redeem, purchase or otherwise acquire, or propose to redeem, purchase or otherwise acquire, any of its outstanding shares of capital stockstock of the Company or any of its Subsidiaries; or (iii) split, combine, subdivide or reclassify any shares of its capital stock or declare, set aside for payment or pay any dividend, or make any other actual, constructive or deemed distribution distribution, in respect of any shares of its capital stock or otherwise make any payments to its stockholders shareholders in their capacity as such, other than dividends and distributions by a direct or indirect wholly owned Subsidiary of the Company to its parent; (bd) incur any indebtedness for borrowed money or guarantee such indebtedness of another Person, or issue or sell any debt securities or warrants or other rights to acquire any debt security of the Company or any of its Subsidiaries, except for (A) indebtedness for borrowed money incurred in the ordinary course of business not to exceed $500,000 in the aggregate, and (B) indebtedness for borrowed money in replacement of existing indebtedness for borrowed money on customary commercial terms; (e) other than in the ordinary course of business consistent with past practice, incur any indebtedness for borrowed money or guarantee any such indebtedness or make any loans, advances or capital contributions to, or investments in, any other person other than the Company or its subsidiaries; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets (i) individually, with a minimum value in excess of $1 million 50,000 to any individual, corporation or other entity Person other than a direct or indirect wholly-wholly owned subsidiarySubsidiary or (ii) collectively, with an aggregate minimum value in excess of $200,000 to any Person or Persons other than direct or indirect wholly owned Subsidiaries; (f) cancel, release or assign any indebtedness owing to it in excess of $1 million 500,000 in the aggregate by or to any such person Person or any claims held by any such person, in each case that is material to the Company and its subsidiaries, taken as Persons other than a whole, except direct or indirect wholly owned Subsidiary; (ig) in acquire assets outside of the ordinary course of business consistent from any other Person or Persons other than a direct or indirect wholly owned Subsidiary with past practice, (ii) pursuant to contracts an aggregate value or agreements purchase price in force at the date excess of this Agreement or (iii) pursuant to plans disclosed in writing prior to the execution of this Agreement to Parent or Purchaser$100,000; (dh) make any material acquisition or investment in a business either by purchase of stock or securities, merger or consolidation, contributions to capital, loans, advances, property transfers, or purchases of any property or assets of any other individual, corporation or other entity other than a wholly-wholly owned subsidiary Subsidiary thereof; (ei) increase in any manner the compensation of any of its directors, officers or employees or enter into, establish, amend or terminate any employment, consulting, retention, change in control, collective bargaining, bonus or other incentive compensation, profit sharing, health or other welfare, stock option or other equity, pension, retirement, vacation, severance, deferred compensation or other compensation or benefit plan, policy, agreement, trust, fund or arrangement withCompany Benefit Plans, for or in respect of, any stockholdershareholder, officer, director, other employee, agent, consultant consultant, or affiliate Affiliate other than (i) as required pursuant to the terms of agreements in effect on the date of this Agreement, and (ii) as required pursuant to the terms of an existing Company Benefit Plan, and (iii) annual increases in salariessalaries and wages of directors, wages and benefits of officers, or employees who are not directors or officers of the Company made in the ordinary course of business and in a manner consistent with past practice; (fj) amend its certificate waive or fail to enforce any provision of incorporationany confidentiality or standstill agreement to which it is a party; provided, bylaws however, that this clause (j) shall not prohibit the Company from consenting to a request from one or similar governing documentsmore of the parties thereto that it be permitted to make a Superior Proposal (as defined in Section 5.2(e)) or a proposal that may reasonably be expected to lead to a Superior Proposal; (gk) enter into make any agreement changes with respect to accounting policies or procedures, except as required by changes in GAAP or by Law or except as the Company, based on the advice of the type that its independent auditors and after consultation with Parent, determines in good faith is advisable to conform to best accounting practices; (l) settle any litigation or other proceedings before or threatened to be brought before a Governmental Entity for an amount in excess of $100,000 or which would be reasonably likely to have a Company Material Adverse Effect; (m) except as required to be disclosed in Section 3.4(d) of the Company Disclosure Schedule if such agreement had been in effect by law, make any material Tax election or take any position on any material Tax Return filed on or after the date of this Agreement or adopt any material method therefor that is inconsistent with elections made, positions taken or methods used in preparing or filing similar Tax Returns in prior periods; (n) terminate, cancel, amend or modify any insurance coverage maintained by the Company or any Subsidiary with respect to any material assets which is not replaced by a comparable amount of insurance coverage; (o) amend in any respect the Employment Agreement, dated as of April 7, 2004, by and between the Company and Xxxxxx X. Xxxxxxxxx; or (hp) make any commitment to take any of the actions prohibited by this Section 5.1.

Conduct of Businesses Prior to the Effective Time. Except as set forth in Section 5.1 of the Company Disclosure Schedule, as expressly contemplated or permitted by this Agreement, or as required by applicable law, rule or regulation, during During the period from the date of this Agreement to the Effective TimeTime or earlier termination of this Agreement, unless Parent otherwise agrees except as expressly contemplated or permitted by this Agreement (including as set forth in writingthe CBTX Disclosure Schedule or the Allegiance Disclosure Schedule), which agreement shall required by law or as consented to in writing by the other party (such consent not to be unreasonably withheld withheld, conditioned or delayed), the Company each of Allegiance and CBTX shall, and shall cause each of its subsidiaries to, respective Subsidiaries to (ia) conduct its business in the usual, regular and ordinary course consistent with past practice and in all material respects; provided, however, that Allegiance or CBTX, as the case may be, shall be permitted to engage in COVID-19 Measures; (iib) use all reasonable best efforts to maintain and preserve intact its business organization organization, employees and the goodwill of those having advantageous business relationships with it and retain (c) take no action that would reasonably be expected to adversely affect or delay the services ability of either Allegiance or CBTX to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its present officers covenants and key employeesagreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis. Without limiting For the generality avoidance of the foregoingdoubt, and except as set forth would not reasonably be expected to have, either individually or in Section 5.1 of the Company Disclosure Scheduleaggregate, a Material Adverse Effect on CBTX or Allegiance, respectively, either CBTX or Allegiance, as expressly contemplated applicable, may take all actions necessary or permitted by this Agreementappropriate to modify, procure, extend, continue or otherwise maintain policies of insurance with such coverages, terms and conditions commensurate with the risk profile of CBTX or Allegiance, as required by applicable applicable, and, after the Closing, the Surviving Entity. “COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other law, rule directive, guidelines or regulation, during recommendations by any Governmental Entity (including the period from Centers for Disease Control and Prevention or the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any of its subsidiaries World Health Organization) in relation to, without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed: (a) (i) issue, sell, grant, dispose arising out of, pledge in connection with or otherwise encumberin response to an epidemic, pandemic or authorize or propose the issuance, sale, disposition or pledge or other encumbrance of disease outbreak (A) any additional shares of its capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares of its capital stockincluding COVID-19), or any rights, warrants, option, calls, commitments or any other agreements of any character to purchase or acquire any shares of its capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of its capital stock other than pursuant to the exercise of stock options or warrants or conversion rights outstanding as of the date hereof; or (B) any other securities in respect of, in lieu of, or in substitution for, any shares of its capital stock outstanding on the date hereof other than pursuant to the exercise of stock options or warrants or conversion rights outstanding as of the date hereof; (ii) except pursuant to put and call provisions in place as of the date of this Agreement and listed on Section 5.1 of the Company Disclosure Schedule, redeem, purchase or otherwise acquire, or propose to redeem, purchase or otherwise acquire, any of its outstanding shares of capital stock; or (iii) split, combine, subdivide or reclassify any shares of its capital stock or declare, set aside for payment or pay any dividend, or make any other actual, constructive or deemed distribution in respect of any shares of its capital stock or otherwise make any payments to its stockholders in their capacity as such; (b) other than in the ordinary course of business consistent with past practice, incur any indebtedness for borrowed money or guarantee any such indebtedness or make any loans, advances or capital contributions to, or investments in, any other person other than the Company or its subsidiaries; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets with a value in excess of $1 million to any individual, corporation or other entity other than a direct or indirect wholly-owned subsidiary, or cancel, release or assign any indebtedness in excess of $1 million to any such person or any claims held by any such person, in each case that is material to the Company and its subsidiaries, taken as a whole, except (i) in the ordinary course of business consistent with past practice, (ii) pursuant to contracts or agreements in force at the date of this Agreement or (iii) pursuant to plans disclosed in writing prior to the execution of this Agreement to Parent or Purchaser; (d) make any material acquisition or investment either by purchase of stock or securities, merger or consolidation, contributions to capital, property transfers, or purchases of any property or assets of any individual, corporation or other entity other than a wholly-owned subsidiary thereof; (e) increase in any manner the compensation of any of its directors, officers or employees or enter into, establish, amend or terminate any employment, consulting, retention, change in controlsuch law, collective bargainingdirective, bonus guideline, recommendation or other incentive compensation, profit sharing, health or other welfare, stock option or other equity, pension, retirement, vacation, severance, deferred compensation or other compensation or benefit plan, policy, agreement, trust, fund or arrangement with, for or in respect of, any stockholder, officer, director, other employee, agent, consultant or affiliate other than (i) as required pursuant to the terms of agreements in effect on the date of this Agreement, and (ii) increases in salaries, wages and benefits of employees who are not directors or officers of the Company made in the ordinary course of business and in a manner consistent with past practice; (f) amend its certificate of incorporation, bylaws or similar governing documents; (g) enter into any agreement of the type that would be required to be disclosed in Section 3.4(d) of the Company Disclosure Schedule if such agreement had been in effect on the date of this Agreement; or (h) make any commitment to take any of the actions prohibited by this Section 5.1interpretation thereof.

Conduct of Businesses Prior to the Effective Time. Except as set forth in Section 5.1 of the Company Disclosure Schedule, as expressly contemplated or permitted by this Agreement, or as required by applicable law, rule or regulation, during the period from the date of this Agreement to the Effective Time, unless Parent otherwise agrees in writing, which agreement shall not be unreasonably withheld or delayed, the Company shall, and shall cause its subsidiaries to, in all material respects, (i) conduct its business in the usual, regular and ordinary course consistent with past practice and (ii) use all reasonable efforts to maintain and preserve intact its business organization and the goodwill good will of those having business relationships with it and retain the services of its present officers and key employees. Without limiting the generality of the foregoing, and except as set forth in Section 5.1 of the Company Disclosure Schedule, as expressly contemplated or permitted by this Agreement, or as required by applicable law, rule or regulation, during the period from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any of its subsidiaries to, without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed: (a) (i) issue, sell, grant, dispose of, pledge or otherwise encumber, or authorize or propose the issuance, sale, disposition or pledge or other encumbrance of (A) any additional shares of its capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares of its capital stock, or any rights, warrants, option, calls, commitments or any other agreements of any character to purchase or acquire any shares of its capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of its capital stock other than pursuant to the exercise of stock options or warrants or conversion rights outstanding as of the date hereof; or (B) any other securities in respect of, in lieu of, or in substitution for, any shares of its capital stock outstanding on the date hereof other than pursuant to (x) the exercise of stock options or warrants or conversion rights outstanding as of the date hereof and (y) acquisitions and investments permitted by paragraph (d) hereof; (ii) except pursuant to put and call provisions in place as of the date of this Agreement and listed on Section 5.1 of the Company Disclosure Schedule, redeem, purchase or otherwise acquire, or propose to redeem, purchase or otherwise acquire, any of its outstanding shares of capital stock; or (iii) split, combine, subdivide or reclassify any shares of its capital stock or declare, set aside for payment or pay any dividend, or make any other actual, constructive or deemed distribution in respect of any shares of its capital stock or otherwise make any payments to its stockholders in their capacity as such; (b) other than in the ordinary course of business consistent with past practice, incur any indebtedness for borrowed money or guarantee any such indebtedness or make any loans, advances or capital contributions to, or investments in, any other person other than the Company or its subsidiaries; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets with a minimum value in excess of $1 10 million to any individual, corporation or other entity other than a direct or indirect wholly-wholly owned subsidiary, or cancel, release or assign any indebtedness in excess of $1 million to any such person or any claims held by any such person, in each case that is material to the Company and its subsidiaries, taken as a whole, except (i) in the ordinary course of business consistent with past practice, (ii) pursuant to contracts or agreements in force at the date of this Agreement or (iii) pursuant to plans disclosed in writing prior to the execution of this Agreement to Parent or Purchaserthe other party; (d) except for transactions in the ordinary course of business consistent with past practice, make any material acquisition or investment either by purchase of stock or securities, merger or consolidation, contributions to capital, property transfers, or purchases of any property or assets of any other individual, corporation or other entity other than a wholly-wholly owned subsidiary thereof; (e) increase in any manner the compensation of any of its directors, officers or employees or enter into, establish, amend or terminate any employment, consulting, retention, change in control, collective bargaining, bonus or other incentive compensation, profit sharing, health or other welfare, stock option or other equity, pension, retirement, vacation, severance, deferred compensation or other compensation or benefit plan, policy, agreement, trust, fund or arrangement with, for or in respect of, any stockholder, officer, director, other employee, agent, consultant or affiliate other than (i) as required pursuant to the terms of agreements in effect on the date of this Agreement, and (ii) increases in salaries, wages and benefits of employees who are not directors or officers of the Company made in the ordinary course of business and in a manner consistent with past practice; (f) amend its certificate of incorporation, bylaws or similar governing documents; (g) enter into any agreement of the type that would be required to be disclosed in Section 3.4(d) of the Company Disclosure Schedule if such agreement had been in effect on the date of this Agreement; or (hg) make any commitment to take any of the actions prohibited by this Section 5.1.

Conduct of Businesses Prior to the Effective Time. Except as (x) set forth in Section 5.1 6.1 of the Company Disclosure Schedule, as (y) expressly contemplated contemplated, required or permitted by this Agreement, or as (z) required by applicable law, rule or regulationLaw, during the period from the date of this Agreement to the earlier of the Effective TimeTime or the termination of this Agreement in accordance with Section 8.1, unless without the prior written consent of Parent otherwise agrees in writing, which agreement shall (such consent not to be unreasonably withheld withheld, delayed or delayedconditioned), the Company shall, and shall cause its subsidiaries each of the Company Subsidiaries to, (i) conduct its business in all material respects in the usual, regular and ordinary course of business consistent with past practice and (ii) use all commercially reasonable efforts to maintain and preserve substantially intact its business organization and the goodwill of those having business relationships with it and retain the services of its present officers and key employeesemployees in service as of the date of this Agreement. Without limiting the generality of the foregoing, and except as (x) set forth in Section 5.1 6.1 of the Company Disclosure Schedule, as (y) expressly contemplated contemplated, required or permitted by this Agreement, or as (z) required by applicable law, rule or regulationLaw, during the period from the date of this Agreement to the earlier of the Effective TimeTime or the termination of this Agreement in accordance with Section 8.1, the Company shall not, and shall not permit any of its subsidiaries the Company Subsidiaries to, without the prior written consent of Parent, which Parent (such consent shall not to be unreasonably withheld withheld, delayed or delayed:conditioned) (it being understood and agreed that if any action is permitted by any of the following subsections, such action shall be permitted under the first sentence of this Section 6.1): (a) (i) issue, sell, grant, dispose of, pledge or otherwise encumber, or authorize or propose the issuance, sale, grant, disposition or pledge or other encumbrance of of, (Ax) any additional shares of its capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares of its capital stock, or any rights, warrants, optionoptions, calls, commitments or any other agreements of any character to purchase or acquire any shares of its capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of its capital stock stock, other than pursuant to the (A) upon exercise of stock options or warrants or conversion rights Company Options and vesting of Restricted Stock and RSUs outstanding as of the date hereofof this Agreement; (B) as set forth in Section 6.1(a)(i) of the Company Disclosure Schedule and (C) with respect to any such shares of capital stock or other securities of the Company Subsidiaries, in connection with Liens required to be granted pursuant to the terms of the Company Credit Agreements, or (By) any other securities in respect of, in lieu of, or in substitution for, any shares of its capital stock outstanding on the date hereof other than pursuant to the exercise of stock options or warrants or conversion rights outstanding as of the date hereof; this Agreement, (ii) except pursuant to put and call provisions in place as of the date of this Agreement and listed on Section 5.1 of the Company Disclosure Schedule, redeem, purchase or otherwise acquire, or propose to redeem, purchase or otherwise acquire, any of its outstanding shares of capital stock; , other than (A) purchases or other acquisitions (including holdbacks for tax withholding) pursuant to the terms of Benefit Plans in effect on the date of this Agreement and (B) pursuant to agreements in force on the date of this Agreement set forth in Section 6.1(a)(ii) of the Company Disclosure Schedule, or (iii) split, combine, subdivide or reclassify any shares of its capital stock or declare, set aside for payment or pay any dividend, or make any other actual, constructive or deemed distribution in respect of any shares of its capital stock Shares, or otherwise make any payments to its stockholders in their capacity as such, other than dividends declared or paid by any Company Subsidiary to any wholly-owned Company Subsidiary or to the Company; (b) other than (x) borrowings in the ordinary course of business under the Company Credit Agreements as in effect on the date of this Agreement, or (y) pursuant to plans disclosed in Section 6.1(b) of the Company Disclosure Schedule, (i) incur or guarantee any indebtedness for borrowed money other than indebtedness incurred in 2014 in the ordinary course of business for the items contemplated by the Company’s capital expenditure budget for 2014, a copy of which has been delivered to Parent prior to the date of this Agreement (the “Capital Expenditure Budget”) on market terms, (ii) incur any liabilities under capital leases, individually for an amount in excess of RMB 500,000 and in the aggregate in an amount in excess of RMB 2,000,0000 other than capital leases in the current fiscal year in connection with the items contemplated by the Capital Expenditure Budget in the ordinary course of business consistent with past practice, incur any indebtedness for borrowed money practice or guarantee any such indebtedness or (iii) make any loans, loans or advances or capital contributions to, or investments in, to any other person Person (other than the Company or its subsidiariesa wholly-owned Company Subsidiary and other than advances to employees in the ordinary course of business consistent with past practice in an aggregate amount not in excess of RMB 650,000) or forgive any loans to any employees, officers or directors of the Company or any Company Subsidiary; (c) (i) sell, transfer, mortgage, encumber encumber, xxxxx x Xxxx with respect to or otherwise dispose of any of its properties or assets with which individually or in the aggregate have a net book value in excess of $1 million 1,000,000 to any individual, corporation or other entity Person (other than the Company or a direct or indirect wholly-owned subsidiaryCompany Subsidiary), or (ii) cancel, release or assign any indebtedness in excess of $1 million to any such person or any claims held by any such person, in each case that is material 1,000,000 owed to the Company and its subsidiaries, taken as a wholeor any Company Subsidiary, except in any such case (ix) in the ordinary course of business consistent with past practice, (iiy) pursuant to contracts or agreements in force at the date of this Agreement set forth in Section 6.1(c) of the Company Disclosure Schedule or (iiiz) pursuant to plans disclosed in writing prior to Section 6.1(c) of the execution of this Agreement to Parent or PurchaserCompany Disclosure Schedule; (d) make any material acquisition or investment either investment, whether by purchase of stock or securities, merger or consolidation, contributions to capital, property transfers, or purchases of any property or assets assets, of or in any individual, corporation or other entity Person (other than a wholly-owned subsidiary thereofCompany Subsidiary as of the date of this Agreement), except in any such case (i) in the ordinary course of business, (ii) to the extent expressly contemplated by the Capital Expenditure Budget, (iii) pursuant to agreements in force at the date of this Agreement set forth in Section 6.1(d) of the Company Disclosure Schedule, (iv) pursuant to plans disclosed in Section 6.1(d) of the Company Disclosure Schedule or (v) such other acquisitions and investments (other than in newly formed Company Subsidiaries or joint ventures) as do not exceed $1,000,000 individually and $5,000,000 in the aggregate; (e) increase in any manner the rate or terms of compensation of payable by the Company or any of its the Company Subsidiaries to any of their respective directors, officers or employees employees, or enter into, establish, amend grant or terminate increase in any employment, consulting, retention, change in control, collective bargaining, bonus material respect the rate or other incentive compensation, profit sharing, health or other welfare, stock option or other equityterms of any bonus, pension, retirement, vacation, severance, deferred compensation severance or other compensation or employee benefit plan, policy, agreement, trust, fund agreement or arrangement with, for or in respect ofof any of their respective directors, officers or employees, or establish, adopt or enter into any stockholdernew Company benefit plan or amend any Company Equity Plans, officer, director, other employee, agent, consultant except in any such case for grants or affiliate other than increases (i) as required pursuant to the terms of plans or agreements in effect on the date of this Agreement, and (ii) increases in salariesother than with respect to cash or equity-based bonuses or incentives, wages and benefits of employees who are not directors or officers of the Company made occurring in the ordinary course of business consistent with past practice with respect to directors, officers or employees who are not the CEO, the COO, the CFO, the CMO or the managers who directly report to the CEO, (iii) bonuses as set forth in Section 6.1(e) of the Company Disclosure Schedule; provided that the foregoing clauses (ii) and (iii) shall not apply to any bonus based on the performance of Chindex Medical Limited or any bonus paid by the Company to the employees and/or directors of Chindex Medical Limited or (iv) required by Law; (f) except (w) as set forth in Section 6.1(f) of the Company Disclosure Schedule, (x) as may be required by Section 3.4, (y) as may be required by Law or (z) as required by the terms of any Benefit Plan as in effect as of the date of this Agreement, but subject to Section 6.1(a), grant, settle, or amend any award under or enter into, adopt, amend (including acceleration of vesting), modify or terminate any bonus, profit sharing, compensation, option, restricted stock, restricted stock unit, stock appreciation right, performance unit, stock equivalent, share purchase agreement, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan, fund or other arrangement for the compensation, benefit or welfare of any director, officer, employee or consultant of the Company or any Company Subsidiary; (g) amend or propose any amendments to the Company Certificate or Company By-Laws or any Material Company Subsidiary’s certificate of incorporation or by-laws or equivalent organizational documents; (h) adopt or enter into a manner plan of complete or partial liquidation or dissolution of the Company or any Material Company Subsidiary; (i) except as required by GAAP or applicable Law, change any material Tax election, amend any material Tax Return, settle or resolve any material Tax controversy or claim with respect to Taxes, change any annual Tax accounting period, or adopt or change any material method of Tax accounting; (j) other than (x) in the ordinary course of business or (y) as required by GAAP or applicable Law, make any change in accounting policies or procedures; (k) settle or compromise (x) any governmental Proceeding, (y) any Proceeding brought by any current, former or purported holder of any capital stock of the Company concerning the transactions contemplated by this Agreement or (z) any other Proceeding against the Company or any Company Subsidiary, in each case, other than settlements or compromises (i) pursuant to which the amounts paid or payable by the Company or any Company Subsidiary in settlement or compromise do not exceed RMB 1,000,000 in the aggregate, (ii) that do not create obligations that would impose any material restrictions on the business of the Company or any Company Subsidiary and (iii) that do not involve the admission of wrongdoing by the Company or any Company Subsidiary (provided, however, that the requirement set forth in this clause (iii) shall not apply to settlements or compromises of Proceedings (other than those relating to Anti-Corruption Laws) in the ordinary course of business); (l) amend, modify or terminate or grant a waiver of any rights under any Material Contract or enter into any Contract which if entered into prior to the date of this Agreement would have been a Material Contract, except (x) for any modification or amendment that is beneficial to or not materially less favorable to the Company or (y) in the ordinary course of business consistent with past practice; (fm) amend its certificate of incorporation, bylaws establish any new Company Subsidiary or similar governing documentsjoint venture; (gn) enter into any agreement Contract regarding the development or expansion of hospital properties; provided that entering into any commitment or understanding, whether legally binding or not, involving capital expenditure, leases or payment relating to the type that would development or expansion of hospital properties in an amount more than $5,000,000 individually or $10,000,000 in the aggregate, shall be required subject to be disclosed in Section 3.4(d) the prior written consent of the Company Disclosure Schedule if such agreement had been in effect on the date of this AgreementParent; or (ho) make any commitment to take any of the actions prohibited by this Section 5.16.1. Without in any way limiting the rights or obligations of any party hereto under this Agreement, the parties hereto acknowledge and agree that (i) nothing in this Agreement shall give Parent, directly or indirectly, the right to control or direct the operations of the Company or any of the Company Subsidiaries prior to the Effective Time and (ii) prior to the Effective Time, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and the Company Subsidiaries’ operations.

Conduct of Businesses Prior to the Effective Time. Except as (x) set forth in Section 5.1 6.1 of the Company Disclosure Schedule, as (y) expressly contemplated contemplated, required or permitted by this Agreement, or as (z) required by applicable law, rule or regulationLaw, during the period from the date of this Agreement to the earlier of the Effective TimeTime or the termination of this Agreement in accordance with Section 8.1, unless without the prior written consent of Parent otherwise agrees in writing, which agreement shall (such consent not to be unreasonably withheld withheld, delayed or delayedconditioned), the Company shall, and shall cause its subsidiaries each of the Company Subsidiaries to, (i) conduct its business in all material respects in the usual, regular and ordinary course of business consistent with past practice and (ii) use all commercially reasonable efforts to maintain and preserve substantially intact its business organization and the goodwill of those having business relationships with it and retain the services of its present officers and key employeesemployees in service as of the date of this Agreement. Without limiting the generality of the foregoing, and except as (x) set forth in Section 5.1 6.1 of the Company Disclosure Schedule, as (y) expressly contemplated contemplated, required or permitted by this Agreement, or as (z) required by applicable law, rule or regulationLaw, during the period from the date of this Agreement to the earlier of the Effective TimeTime or the termination of this Agreement in accordance with Section 8.1, the Company shall not, and shall not permit any of its subsidiaries the Company Subsidiaries to, without the prior written consent of Parent, which Parent (such consent shall not to be unreasonably withheld withheld, delayed or delayed:conditioned) (it being understood and agreed that if any action is permitted by any of the following subsections, such action shall be permitted under the first sentence of this Section 6.1): (a) (i) issue, sell, grant, dispose of, pledge or otherwise encumber, or authorize or propose the issuance, sale, grant, disposition or pledge or other encumbrance of of, (Ax) any additional shares of its capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares of its capital stock, or any rights, warrants, optionoptions, calls, commitments or any other agreements of any character to purchase or acquire any shares of its capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of its capital stock stock, other than pursuant to the (A) upon exercise of stock options or warrants or conversion rights Company Options and vesting of Restricted Stock and RSUs outstanding as of the date hereofof this Agreement; (B) as set forth in Section 6.1(a)(i) of the Company Disclosure Schedule and (C) with respect to any such shares of capital stock or other securities of the Company Subsidiaries, in connection with Liens required to be granted pursuant to the terms of the Company Credit Agreements, or (By) any other securities in respect of, in lieu of, or in substitution for, any shares of its capital stock outstanding on the date hereof other than pursuant to the exercise of stock options or warrants or conversion rights outstanding as of the date hereof; this Agreement, (ii) except pursuant to put and call provisions in place as of the date of this Agreement and listed on Section 5.1 of the Company Disclosure Schedule, redeem, purchase or otherwise acquire, or propose to redeem, purchase or otherwise acquire, any of its outstanding shares of capital stock; , other than (A) purchases or other acquisitions (including holdbacks for tax withholding) pursuant to the terms of Benefit Plans in effect on the date of this Agreement and (B) pursuant to agreements in force on the date of this Agreement set forth in Section 6.1(a)(ii) of the Company Disclosure Schedule, or (iii) split, combine, subdivide or reclassify any shares of its capital stock or declare, set aside for payment or pay any dividend, or make any other actual, constructive or deemed distribution in respect of any shares of its capital stock Shares, or otherwise make any payments to its stockholders in their capacity as such, other than dividends declared or paid by any Company Subsidiary to any wholly-owned Company Subsidiary or to the Company; (b) other than (x) borrowings in the ordinary course of business under the Company Credit Agreements as in effect on the date of this Agreement, or (y) pursuant to plans disclosed in Section 6.1(b) of the Company Disclosure Schedule, (i) incur or guarantee any indebtedness for borrowed money other than indebtedness incurred in 2014 in the ordinary course of business for the items contemplated by the Company's capital expenditure budget for 2014, a copy of which has been delivered to Parent prior to the date of this Agreement (the "Capital Expenditure Budget") on market terms, (ii) incur any liabilities under capital leases, individually for an amount in excess of RMB 500,000 and in the aggregate in an amount in excess of RMB 2,000,0000 other than capital leases in the current fiscal year in connection with the items contemplated by the Capital Expenditure Budget in the ordinary course of business consistent with past practice, incur any indebtedness for borrowed money practice or guarantee any such indebtedness or (iii) make any loans, loans or advances or capital contributions to, or investments in, to any other person Person (other than the Company or its subsidiariesa wholly-owned Company Subsidiary and other than advances to employees in the ordinary course of business consistent with past practice in an aggregate amount not in excess of RMB 650,000) or forgive any loans to any employees, officers or directors of the Company or any Company Subsidiary; (c) (i) sell, transfer, mortgage, encumber encumber, xxxxx x Xxxx with respect to or otherwise dispose of any of its properties or assets with which individually or in the aggregate have a net book value in excess of $1 million 1,000,000 to any individual, corporation or other entity Person (other than the Company or a direct or indirect wholly-owned subsidiaryCompany Subsidiary), or (ii) cancel, release or assign any indebtedness in excess of $1 million to any such person or any claims held by any such person, in each case that is material 1,000,000 owed to the Company and its subsidiaries, taken as a wholeor any Company Subsidiary, except in any such case (ix) in the ordinary course of business consistent with past practice, (iiy) pursuant to contracts or agreements in force at the date of this Agreement set forth in Section 6.1(c) of the Company Disclosure Schedule or (iiiz) pursuant to plans disclosed in writing prior to Section 6.1(c) of the execution of this Agreement to Parent or PurchaserCompany Disclosure Schedule; (d) make any material acquisition or investment either investment, whether by purchase of stock or securities, merger or consolidation, contributions to capital, property transfers, or purchases of any property or assets assets, of or in any individual, corporation or other entity Person (other than a wholly-owned subsidiary thereofCompany Subsidiary as of the date of this Agreement), except in any such case (i) in the ordinary course of business, (ii) to the extent expressly contemplated by the Capital Expenditure Budget, (iii) pursuant to agreements in force at the date of this Agreement set forth in Section 6.1(d) of the Company Disclosure Schedule, (iv) pursuant to plans disclosed in Section 6.1(d) of the Company Disclosure Schedule or (v) such other acquisitions and investments (other than in newly formed Company Subsidiaries or joint ventures) as do not exceed $1,000,000 individually and $5,000,000 in the aggregate; (e) increase in any manner the rate or terms of compensation of payable by the Company or any of its the Company Subsidiaries to any of their respective directors, officers or employees employees, or enter into, establish, amend grant or terminate increase in any employment, consulting, retention, change in control, collective bargaining, bonus material respect the rate or other incentive compensation, profit sharing, health or other welfare, stock option or other equityterms of any bonus, pension, retirement, vacation, severance, deferred compensation severance or other compensation or employee benefit plan, policy, agreement, trust, fund agreement or arrangement with, for or in respect ofof any of their respective directors, officers or employees, or establish, adopt or enter into any stockholdernew Company benefit plan or amend any Company Equity Plans, officer, director, other employee, agent, consultant except in any such case for grants or affiliate other than increases (i) as required pursuant to the terms of plans or agreements in effect on the date of this Agreement, and (ii) increases in salariesother than with respect to cash or equity-based bonuses or incentives, wages and benefits of employees who are not directors or officers of the Company made occurring in the ordinary course of business consistent with past practice with respect to directors, officers or employees who are not the CEO, the COO, the CFO, the CMO or the managers who directly report to the CEO, (iii) bonuses as set forth in Section 6.1(e) of the Company Disclosure Schedule; provided that the foregoing clauses (ii) and (iii) shall not apply to any bonus based on the performance of Chindex Medical Limited or any bonus paid by the Company to the employees and/or directors of Chindex Medical Limited or (iv) required by Law; (f) except (w) as set forth in Section 6.1(f) of the Company Disclosure Schedule, (x) as may be required by Section 3.4, (y) as may be required by Law or (z) as required by the terms of any Benefit Plan as in effect as of the date of this Agreement, but subject to Section 6.1(a), grant, settle, or amend any award under or enter into, adopt, amend (including acceleration of vesting), modify or terminate any bonus, profit sharing, compensation, option, restricted stock, restricted stock unit, stock appreciation right, performance unit, stock equivalent, share purchase agreement, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan, fund or other arrangement for the compensation, benefit or welfare of any director, officer, employee or consultant of the Company or any Company Subsidiary; (g) amend or propose any amendments to the Company Certificate or Company By-Laws or any Material Company Subsidiary's certificate of incorporation or by-laws or equivalent organizational documents; (h) adopt or enter into a manner plan of complete or partial liquidation or dissolution of the Company or any Material Company Subsidiary; (i) except as required by GAAP or applicable Law, change any material Tax election, amend any material Tax Return, settle or resolve any material Tax controversy or claim with respect to Taxes, change any annual Tax accounting period, or adopt or change any material method of Tax accounting; (j) other than (x) in the ordinary course of business or (y) as required by GAAP or applicable Law, make any change in accounting policies or procedures; (k) settle or compromise (x) any governmental Proceeding, (y) any Proceeding brought by any current, former or purported holder of any capital stock of the Company concerning the transactions contemplated by this Agreement or (z) any other Proceeding against the Company or any Company Subsidiary, in each case, other than settlements or compromises (i) pursuant to which the amounts paid or payable by the Company or any Company Subsidiary in settlement or compromise do not exceed RMB 1,000,000 in the aggregate, (ii) that do not create obligations that would impose any material restrictions on the business of the Company or any Company Subsidiary and (iii) that do not involve the admission of wrongdoing by the Company or any Company Subsidiary (provided, however, that the requirement set forth in this clause (iii) shall not apply to settlements or compromises of Proceedings (other than those relating to Anti-Corruption Laws) in the ordinary course of business); (l) amend, modify or terminate or grant a waiver of any rights under any Material Contract or enter into any Contract which if entered into prior to the date of this Agreement would have been a Material Contract, except (x) for any modification or amendment that is beneficial to or not materially less favorable to the Company or (y) in the ordinary course of business consistent with past practice; (fm) amend its certificate of incorporation, bylaws establish any new Company Subsidiary or similar governing documentsjoint venture; (gn) enter into any agreement Contract regarding the development or expansion of hospital properties; provided that entering into any commitment or understanding, whether legally binding or not, involving capital expenditure, leases or payment relating to the type that would development or expansion of hospital properties in an amount more than $5,000,000 individually or $10,000,000 in the aggregate, shall be required subject to be disclosed in Section 3.4(d) the prior written consent of the Company Disclosure Schedule if such agreement had been in effect on the date of this AgreementParent; or (ho) make any commitment to take any of the actions prohibited by this Section 5.16.1. Without in any way limiting the rights or obligations of any party hereto under this Agreement, the parties hereto acknowledge and agree that (i) nothing in this Agreement shall give Parent, directly or indirectly, the right to control or direct the operations of the Company or any of the Company Subsidiaries prior to the Effective Time and (ii) prior to the Effective Time, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and the Company Subsidiaries' operations.

Conduct of Businesses Prior to the Effective Time. Except as set forth in Section 5.1 of the Company Disclosure Schedule, as expressly contemplated or permitted by this Agreement, or as required by applicable law, rule or regulationregulation (including the rules of any applicable securities exchange), during the period from the date of this Agreement to the earlier of (x) the termination of this Agreement and (y) the Effective Time, unless Parent otherwise agrees in writing, which agreement shall not be unreasonably withheld or delayed, the Company shall, and shall cause its subsidiaries Subsidiaries to, (i) in all material respects, conduct its business in the usual, regular regular, and ordinary course consistent with past practice and (ii) practice; use all reasonable efforts to maintain and preserve intact its business organization and the goodwill good will of those having business relationships with it and retain the services of its present officers and key employees; at its expense, maintain all its assets in good repair and condition, except to the extent of reasonable wear and use and damage by fire or other casualty; and comply in all material respects with all applicable laws and regulations of Governmental Entities. Without limiting the generality of the foregoing, and except as set forth in Section 5.1 of the Company Disclosure Schedule, as expressly contemplated or permitted by this Agreement, or as required by applicable law, rule or regulationregulation (including the rules of any applicable securities exchange), during the period from the date of this Agreement to the earlier of (x) the termination of this Agreement and (y) the Effective Time, the Company shall not, and shall not permit any of its subsidiaries Subsidiaries to, without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayedParent in each instance: (a) adopt or propose any change to the Company Charter or the Company By-laws; (b) merge or consolidate the Company or any of its Subsidiaries with any other Person, except for any such transactions among wholly owned Subsidiaries of the Company that are not obligors or guarantors of third party indebtedness; (i) except as permitted by the proviso in Section 6.2(d)(ii), issue, sell, grant, dispose of, pledge or otherwise encumber, or authorize or propose the issuance, sale, disposition or pledge or other encumbrance of (A) any additional shares of its capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares of its capital stock, or any rights, warrants, optionoptions, calls, commitments or any other agreements of any character to purchase or acquire any shares of its capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of its capital stock other than pursuant to the exercise of stock options or warrants or conversion rights outstanding as of the date hereof; Company or any of its Subsidiaries (including, in each case, Deferred Stock Units and Company Stock Options), or (B) any other securities in respect of, in lieu of, or in substitution for, any shares of its capital stock of the Company or any of its Subsidiaries outstanding on the date hereof hereof, other than the issuance of Company Common Stock pursuant to the conversion of Deferred Stock Units or the exercise of stock options or warrants or conversion rights Company Stock Options, in each case which are outstanding as of the date hereof; (ii) except pursuant to put and call provisions in place as of the date of this Agreement and listed on Section 5.1 of the Company Disclosure Schedule, Agreement; (ii) redeem, purchase or otherwise acquire, or propose to redeem, purchase or otherwise acquire, any of its outstanding shares of capital stockstock of the Company or any of its Subsidiaries; or (iii) split, combine, subdivide or reclassify any shares of its capital stock or declare, set aside for payment or pay any dividend, or make any other actual, constructive or deemed distribution distribution, in respect of any shares of its capital stock or otherwise make any payments to its stockholders shareholders in their capacity as such, other than dividends and distributions by a direct or indirect wholly owned Subsidiary of the Company to its parent; (bd) incur any indebtedness for borrowed money or guarantee such indebtedness of another Person, or issue or sell any debt securities or warrants or other rights to acquire any debt security of the Company or any of its Subsidiaries, except for (A) indebtedness for borrowed money incurred in the ordinary course of business not to exceed $500,000 in the aggregate, and (B) indebtedness for borrowed money in replacement of existing indebtedness for borrowed money on customary commercial terms; (e) other than in the ordinary course of business consistent with past practice, incur any indebtedness for borrowed money or guarantee any such indebtedness or make any loans, advances or capital contributions to, or investments in, any other person other than the Company or its subsidiaries; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets (i) individually, with a minimum value in excess of $1 million 50,000 to any individual, corporation or other entity Person other than a direct or indirect wholly-wholly owned subsidiarySubsidiary or (ii) collectively, with an aggregate minimum value in excess of $200,000 to any Person or Persons other than direct or indirect wholly owned Subsidiaries; (f) cancel, release or assign any indebtedness owing to it in excess of $1 million 500,000 in the aggregate by or to any such person Person or any claims held by any such person, in each case that is material to the Company and its subsidiaries, taken as Persons other than a whole, except direct or indirect wholly owned Subsidiary; (ig) in acquire assets outside of the ordinary course of business consistent from any other Person or Persons other than a direct or indirect wholly owned Subsidiary with past practice, (ii) pursuant to contracts an aggregate value or agreements purchase price in force at the date excess of this Agreement or (iii) pursuant to plans disclosed in writing prior to the execution of this Agreement to Parent or Purchaser$100,000; (dh) make any material acquisition or investment in a business either by purchase of stock or securities, merger or consolidation, contributions to capital, loans, advances, property transfers, or purchases of any property or assets of any other individual, corporation or other entity other than a wholly-wholly owned subsidiary Subsidiary thereof; (ei) increase in any manner the compensation of any of its directors, officers or employees or enter into, establish, amend or terminate any employment, consulting, retention, change in control, collective bargaining, bonus or other incentive compensation, profit sharing, health or other welfare, stock option or other equity, pension, retirement, vacation, severance, deferred compensation or other compensation or benefit plan, policy, agreement, trust, fund or arrangement withCompany Benefit Plans, for or in respect of, any stockholdershareholder, officer, director, other employee, agent, consultant consultant, or affiliate Affiliate other than (i) as required pursuant to the terms of agreements in effect on the date of this Agreement, and (ii) as required pursuant to the terms of an existing Company Benefit Plan, and (iii) annual increases in salariessalaries and wages of directors, wages and benefits of officers, or employees who are not directors or officers of the Company made in the ordinary course of business and in a manner consistent with past practice; (fj) amend its certificate waive or fail to enforce any provision of incorporationany confidentiality or standstill agreement to which it is a party; provided, bylaws however, that this clause (j) shall not prohibit the Company from consenting to a request from one or similar governing documentsmore of the parties thereto that it be permitted to make a Superior Proposal (as defined in Section 5.2(e)) or a proposal that may reasonably be expected to lead to a Superior Proposal; (gk) enter into make any agreement changes with respect to accounting policies or procedures, except as required by changes in GAAP or by Law or except as the Company, based on the advice of the type that its independent auditors and after consultation with Parent, determines in good faith is advisable to conform to best accounting practices; (l) settle any litigation or other proceedings before or threatened to be brought before a Governmental Entity for an amount in excess of $100,000 or which would be reasonably likely to have a Company Material Adverse Effect; (m) except as required to be disclosed in Section 3.4(d) of the Company Disclosure Schedule if such agreement had been in effect by law, make any material Tax election or take any position on any material Tax Return filed on or after the date of this Agreement or adopt any material method therefor that is inconsistent with elections made, positions taken or methods used in preparing or filing similar Tax Returns in prior periods; (n) terminate, cancel, amend or modify any insurance coverage maintained by the Company or any Subsidiary with respect to any material assets which is not replaced by a comparable amount of insurance coverage; (o) amend in any respect the Employment Agreement, dated as of April 7, 2004, by and between the Company and Robert W. Allington; or (hp) make any commitment to take any of the xx xxxx xxx xx xxx actions prohibited by this Section 5.1.

Conduct of Businesses Prior to the Effective Time. Except as set forth expressly provided in Section 5.1 of the Company Disclosure Schedule, as expressly contemplated or permitted by this Agreement, or as required by applicable law, rule or regulation, during the period from the date of this Agreement to until the Effective Time, unless Parent otherwise agrees in writing, which agreement shall not be unreasonably withheld Closing Date or delayedthe earlier termination of this Agreement, the Company shall, and shall cause its subsidiaries each of the Subsidiaries to, (i) conduct its business and operations in the usual, regular and ordinary course of business consistent with past practice custom and practice, including with respect to quantity and frequency (ii) “Ordinary Course of Business”), and the Company shall, and shall cause each of the Subsidiaries to, use all its reasonable best efforts to maintain and preserve substantially intact its business organization and the goodwill of those having business relationships with it and retain organization, to keep available the services of its present officers and key employeesemployees and to preserve the present commercial relationships with key persons with whom it does business. Without limiting the generality of the foregoing, and except as set forth in Section on Schedule 5.1 of the Company Disclosure Schedule, or as expressly contemplated or permitted by any other provision of this Agreement, or as required by applicable law, rule or regulation, during the period from between the date of this Agreement and the Effective Time or the earlier termination of this Agreement, neither the Company nor any Subsidiary (unless in each case as required by applicable laws, rules, orders, judgments, decrees, ordinances or regulations or requirements of any stock exchange or regulatory organization applicable to the Effective TimeCompany or any Subsidiary) shall, the Company shall notdirectly or indirectly, and shall not permit take or agree to take any of its subsidiaries to, the following actions without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed: (a) authorize or effect any change in its certificate of incorporation or bylaws; (ib) issueexcept as contemplated by Schedule 5.13, sellgrant any options, grant, dispose of, pledge or otherwise encumberwarrants, or authorize other rights to purchase or propose the issuance, sale, disposition or pledge or other encumbrance of (A) obtain any additional shares of its capital stock or any securities or rights convertible intoissue, exchangeable for, or evidencing the right to subscribe for any shares of its capital stock, or any rights, warrants, option, calls, commitments or any other agreements of any character to purchase or acquire any shares of its capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of its capital stock other than pursuant to the exercise of stock options or warrants or conversion rights outstanding as of the date hereof; or (B) any other securities in respect of, in lieu of, or in substitution for, any shares of its capital stock outstanding on the date hereof other than pursuant to the exercise of stock options or warrants or conversion rights outstanding as of the date hereof; (ii) except pursuant to put and call provisions in place as of the date of this Agreement and listed on Section 5.1 of the Company Disclosure Schedule, redeem, purchase or otherwise acquire, or propose to redeem, purchase or otherwise acquire, any of its outstanding shares of capital stock; or (iii) split, combine, subdivide or reclassify any shares of its capital stock or declare, set aside for payment or pay any dividend, or make any other actual, constructive or deemed distribution in respect of any shares of its capital stock or otherwise make any payments to its stockholders in their capacity as such; (b) other than in the ordinary course of business consistent with past practice, incur any indebtedness for borrowed money or guarantee any such indebtedness or make any loans, advances or capital contributions to, or investments in, any other person other than the Company or its subsidiaries; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its properties capital stock (except for the issuance of shares of Company Common Stock or assets with a value in excess Company Preferred Stock upon the conversion or exercise of $1 million to any individualOptions, corporation or Company Warrants, Company Preferred Stock and other entity other than a direct or indirect wholly-owned subsidiary, or cancel, release or assign any indebtedness in excess of $1 million to any such person or any claims held by any such person, in each case that is material to the Company and its subsidiaries, taken as a whole, except (i) in the ordinary course of business consistent with past practice, (ii) pursuant to contracts or agreements in force at the date of this Agreement or (iii) pursuant to plans disclosed in writing prior to the execution of this Agreement to Parent or Purchaser; (d) make any material acquisition or investment either by purchase of stock or securities, merger or consolidation, contributions to capital, property transfers, or purchases of any property or assets of any individual, corporation or other entity other than a wholly-owned subsidiary thereof; (e) increase in any manner the compensation of any of its directors, officers or employees or enter into, establish, amend or terminate any employment, consulting, retention, change in control, collective bargaining, bonus or other incentive compensation, profit sharing, health or other welfare, stock option or other equity, pension, retirement, vacation, severance, deferred compensation or other compensation or benefit plan, policy, agreement, trust, fund or arrangement with, for or in respect of, any stockholder, officer, director, other employee, agent, consultant or affiliate other than (i) as required pursuant to the terms of agreements in effect rights outstanding on the date of this Agreement, and (ii) increases in salaries, wages and benefits of employees who are not directors or officers of the Company made in the ordinary course of business and in a manner consistent with past practice); (fc) amend declare, set aside or pay any dividend or distribution with respect to its certificate of incorporationstock or other Equity Interest (whether in cash or in kind), bylaws or similar governing documents; (g) enter into any agreement of the type that would be required to be disclosed in Section 3.4(d) of the Company Disclosure Schedule if such agreement had been in effect on the date of this Agreement; or (h) make any commitment to take redeem, repurchase, or otherwise acquire any of its capital stock or other Equity Interest; provided, however, that this clause (c) shall not apply to the actions prohibited by this Section 5.1.Wholly Owned Subsidiaries;

Conduct of Businesses Prior to the Effective Time. Except as ------------------------------------------------- set forth in Section 5.1 of the Company Disclosure Schedule, Schedule or as expressly contemplated or permitted by this Agreement, or as required by applicable law, rule or regulation, during the period from the date of this Agreement to the earliest to occur of the date of termination of this Agreement, the date when directors designated by Parent or Purchaser have been elected to and constitute a majority of the Board or the Effective Time, unless Parent otherwise agrees in writing, which agreement shall not be unreasonably withheld or delayed, the Company shall, and shall cause its subsidiaries to, in all material respects, (ia) conduct the business of the Company and its business subsidiaries as a whole in the usual, regular and ordinary course consistent with past practice and practice, (iib) use all reasonable efforts consistent with past practice to maintain and preserve intact its the business organization of the Company and its subsidiaries as a whole and the goodwill good will of those having business relationships with them and (c) retain (to the extent the Company's management determines it and retain to be in the Company's best interest) the services of its present officers and key employees. Without limiting the generality of the foregoing, and except as set forth in Section 5.1 of the Company Disclosure Schedule, as expressly contemplated or permitted by this Agreement, or as required by applicable law, rule or regulation, during the period from the date of this Agreement to the earliest to occur of the date of termination of this Agreement, the date when directors designated by Parent or Purchaser have been elected to and constitute a majority of the Board or the Effective Time, the Company shall not, and shall not permit any of its subsidiaries to, without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayedParent in each instance: (a) (i) issue, sell, grant, dispose of, pledge or otherwise encumber, or authorize or propose the issuance, sale, disposition or pledge or other encumbrance of (A) any additional shares of its capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares of its capital stock, or any rights, warrants, option, calls, commitments or any other agreements of any character to purchase or acquire any shares of its capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of its capital stock other than pursuant to the exercise of stock options or warrants or conversion rights outstanding as of the date hereof; Company or any of its subsidiaries, or (B) any other securities in respect of, in lieu of, or in substitution for, any shares of its capital stock of the Company or any of its subsidiaries outstanding on the date hereof hereof, other than pursuant to the exercise of stock options or warrants or conversion rights Company Stock Options outstanding as of the date hereof; (ii) except pursuant to put and call provisions in place as of the date of this Agreement and listed on Section 5.1 of the Company Disclosure Schedule, redeem, purchase or otherwise acquire, or propose to redeem, purchase or otherwise acquire, any of its outstanding shares of capital stockstock of the Company or any of its subsidiaries; or (iii) split, combine, subdivide or reclassify any shares of its capital stock or declare, set aside for payment or pay any dividend, or make any other actual, constructive or deemed distribution distribution, in respect of any shares of its capital stock or otherwise make any payments to its stockholders in their capacity as such; except, in the cases of clauses (i) and (ii), as required by any Company Benefit Plan or other agreement listed in Section 5.1 of the Company Disclosure Schedule and existing as of the date hereof; (b) other than in the ordinary course of business consistent with past practice, incur any indebtedness for borrowed money or guarantee any such indebtedness or make any loans, advances or capital contributions to, or investments in, any other person other than the Company or its subsidiaries, except for amounts not in excess of $1 million in the aggregate; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets with a minimum value in excess of $1 10 million to any individual, corporation or other entity other than a direct or indirect wholly-wholly owned subsidiary, or cancel, release or assign any indebtedness in excess of $1 million to any such person or any claims held by any such person, in each case that is material to the Company and its subsidiaries, taken as a whole, except (i) in the ordinary course of business consistent with past practice, or (ii) pursuant to contracts or agreements in force at the date of this Agreement or (iii) pursuant to plans disclosed in writing prior to the execution of this Agreement to Parent or PurchaserAgreement; (d) other than in the ordinary course of business consistent with past practice or in fulfillment of agreements listed in Section 5.1 of the Company Disclosure Schedule and existing as of the date hereof, make any material acquisition or investment in a business either by purchase of stock or securities, merger or consolidation, contributions to capital, property transfers, or purchases of any property or assets of any other individual, corporation or other entity other than a wholly-wholly owned subsidiary thereof; (e) increase in any manner the compensation of any of its directors, officers or employees or enter into, establish, amend or terminate any employment, consulting, retention, change in control, collective bargaining, bonus or other incentive compensation, profit sharing, health or other welfare, stock option or other equity, pension, retirement, vacation, severance, deferred compensation or other compensation or benefit plan, policy, agreement, trust, fund or arrangement withCompany Benefit Plans, for or in respect of, any stockholder, officer, director, other employee, agent, consultant or affiliate other than (i) as required pursuant to the terms of agreements in effect on the date of this Agreement, and (ii) increases in salaries, wages and benefits of employees who are not directors or executive officers of the Company made in the ordinary course of business and in a manner consistent with past practice; (f) amend its certificate of incorporation, bylaws the Company Charter or similar governing documentsthe Company Bylaws; (g) enter into waive or fail to enforce any provision of any confidentiality or standstill agreement of the type that would be required to be disclosed in Section 3.4(d) of the Company Disclosure Schedule if such agreement had been in effect on the date of this Agreementwhich it is a party; or (h) make any commitment to take any of the actions prohibited by this Section 5.1.

Conduct of Businesses Prior to the Effective Time. Except as set forth in Section 5.1 of the Company Disclosure Schedule, as expressly contemplated or permitted by this Agreement, or as required by applicable law, rule or regulation, during the period from the date of this Agreement to the Effective Time, unless Parent otherwise agrees in writing, which agreement shall not be unreasonably withheld or delayedClosing, the Company shall, will conduct and shall will cause each of its subsidiaries to, (i) Subsidiaries to conduct its business in the usual, regular and operations according to its ordinary course of business consistent with past practice practice, and (ii) the Company will use all and will cause each of its Subsidiaries to use its reasonable best efforts to maintain and preserve intact its business organization organization, to keep available the services of its current officers and employees and to preserve the goodwill of and maintain satisfactory relationships with those Persons having business relationships with it and retain the services Company or any of its present officers and key employeesSubsidiaries. Without limiting the generality of the foregoing, foregoing and except as set forth otherwise expressly provided in this Agreement, Section 5.1 5.01 of the Company Disclosure Schedule, as expressly contemplated Schedule or permitted by this Agreement, or as (after prior notice to Parent) required by applicable law, rule or regulationLaw, during the period from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any of its subsidiaries toClosing, without the prior written consent of Parent, which consent shall the Company will not be unreasonably withheld or delayedand will cause its Subsidiaries not to: (a) (i) issue, sell, grantacquire, dispose ofredeem, grant options or rights to purchase or sell, pledge or otherwise encumber, or authorize or propose the issuance, sale, disposition or pledge or other encumbrance of (A) any additional shares of its capital stock or incur Liens upon any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares of its capital stock, or any rights, warrants, option, calls, commitments or any other agreements of any character to purchase or acquire any shares of its capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of its capital stock other than pursuant to the exercise of stock options or warrants or conversion rights outstanding as of the date hereof; or (B) any other securities in respect of, in lieu of, or in substitution for, any shares of its capital stock outstanding on the date hereof other than pursuant to the exercise of stock options or warrants or conversion rights outstanding as of the date hereof; (ii) except pursuant to put and call provisions in place as of the date of this Agreement and listed on Section 5.1 of the Company Disclosure Scheduleor any of its Subsidiaries or permit any splits, redeemcombinations or reclassifications of any securities of the Company or any of its Subsidiaries; (b) amend its articles of incorporation or bylaws or similar organizational documents, purchase or otherwise acquiretake any action to exempt any Person (other than Parent or its Subsidiaries) or any action taken by any Person from any Takeover Statute or similarly restrictive provisions of its organizational documents or terminate, amend or waive any provisions of any confidentiality or standstill agreements in place with any third parties; (c) declare, pay or otherwise set aside for payment any cash or non-cash dividend or other non-cash distribution with respect to its common stock or other equity securities; (d) merge or consolidate with, or propose to redeemacquire all or substantially all the assets of, purchase or otherwise acquire, any business, business organization or division thereof, or any other Person, or create any Subsidiary; (e) sell, lease, license, subject to any Lien or otherwise dispose of any properties or assets other than (i) the sale of properties or assets having a market value not in excess of $50,000 individually or $250,000 in the aggregate and not otherwise material to the business of the Company and its outstanding shares Subsidiaries, and (ii) the settlement of capital stock; accounts receivable, in each case in the ordinary course of business on a basis consistent with past practice; (f) settle or compromise any proceeding if such settlement or compromise (i) involves aggregate payments by (or forgiveness of amounts payable to) the Company and its Subsidiaries after the Closing in excess of $10,000 in respect of any such proceedings or in excess of $50,000 in respect of all such proceedings, (ii) involves any relief other than money damages or (iii) split, combine, subdivide relates to this Agreement or reclassify any shares of its capital stock or declare, set aside for payment or pay any dividend, or make any other actual, constructive or deemed distribution in respect of any shares of its capital stock or otherwise make any payments to its stockholders in their capacity as suchthe transactions contemplated hereby; (bg) cancel, compromise, fail to exercise, waive or release any right or claim, or series of related rights or claims, that have a value that would reasonably be expected to exceed $10,000 in the aggregate; (h) other than in the ordinary course of business consistent with past practice, incur any indebtedness for borrowed money money, assume, guarantee, endorse or guarantee any such indebtedness or make any loans, advances or capital contributions to, or investments in, otherwise as an accommodation become responsible for the obligations of any other person other than the Company or its subsidiaries; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets with a value in excess of $1 million to any individual, corporation or other entity other than a direct or indirect wholly-owned subsidiaryentity, or cancelmake any loan or advance or capital contribution to, release or assign investment in, any person (it being understood and agreed that incurrence of indebtedness in excess the ordinary course of $1 million to any such person or any claims held by any such personbusiness consistent with past practice shall include the creation of deposit liabilities, purchases of Federal funds, FHLBA advances, sales of certificates of deposit, in each case that is material to the Company and its subsidiaries, taken as a whole, except (i) in the ordinary course of business consistent with past practice); (i) make commitments for any capital expenditure in excess of $50,000 in the aggregate; (i) make or commit to make any change in the compensation (including bonuses) payable or to become payable to any director, manager, officer or other employee of the Company or any of its Subsidiaries or (ii) pursuant to contracts or agreements in force at the date of this Agreement or (iii) pursuant to plans disclosed in writing prior to the execution of this Agreement to Parent or Purchaser; (d) make any material acquisition or investment either by purchase of stock or securities, merger or consolidation, contributions to capital, property transfersenter into, or purchases of adopt or amend, any property bonus, incentive, deferred compensation, insurance, medical, hospital, disability or assets of any individualseverance plan, corporation agreement or other entity other than a wholly-owned subsidiary thereof; (e) increase in any manner the compensation of any of its directors, officers or employees arrangement or enter into, establishadopt or amend any employee benefit plan or employment, consulting or management agreement; (k) (i) adopt, amend or terminate any employment, consulting, retention, change in control, collective bargaining, bonus Company Benefit Plan or other incentive compensation, profit sharing, health adopt or other welfare, stock option or other equity, pension, retirement, vacation, severance, deferred compensation or other compensation or benefit plan, policy, agreement, trust, fund enter into any plan or arrangement with, for or that would be considered a Company Benefit Plan if it were in respect of, any stockholder, officer, director, other employee, agent, consultant or affiliate other than (i) as required pursuant to the terms of agreements in effect existence on the date hereof or increase the benefits provided under any Company Benefit Plan, or promise or commit to undertake any of this Agreement, and the foregoing in the future or (ii) increases in salariesenter into, wages and benefits of employees who are not directors amend or officers of the Company made in the ordinary course of business and in a manner consistent with past practiceextend any collective bargaining or other labor agreement; (fl) amend its certificate of incorporation, bylaws or similar governing documents; (g) enter into any agreement of to the type extent that such transaction would be required to be disclosed under Section 3.23 (Interested Party Transactions) if such transaction were entered into immediately prior to the date hereof, enter into any transaction with or for the benefit of any such interested party other than the transactions contemplated by this Agreement; (i) terminate, amend or otherwise modify, except in Section 3.4(dthe ordinary course of business, or knowingly violate in any material respect the terms of, any Company Contract, or (ii) create, renew or amend any agreement or contract or, except as may be required by applicable Law, other binding obligation of Company or its Subsidiaries containing (A) any material restriction on the ability of Company or its Subsidiaries to conduct its business as it is presently being conducted or (B) any material restriction on the ability of Company or its affiliates to engage in any type of activity or business; (n) make, change or rescind any express or deemed election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, agree to any adjustment of any Tax attribute, surrender any right or claim to a refund of Taxes, consent to any extension or waiver of the Company Disclosure Schedule if statute of limitations period applicable to any Taxes, Tax Return or claim for Taxes, amend any Tax Return, enter into any closing agreement with respect to Taxes, fail to file any Tax Return when due, or make any change to any of its policies, procedures, principles or methods of Tax or financial accounting other than as required by a change of GAAP or other applicable Laws; (o) fail to maintain (x) director and officer insurance and (y) insurance upon all its material assets and properties, in each case in such agreement had been amounts and of such kinds comparable to that in effect on since January 1, 2006; (p) change in any material respect the date policies, practices and procedures governing mortgage and other lending operations of this AgreementFTB or the Company’s other Subsidiaries, including the policies, practices and procedures governing credit and collection matters, related to the solicitation, origination, maintenance and servicing of mortgage or other Loans; (q) take any action or willfully fail to take any action that is intended or may reasonably be expected to result in any of the conditions to the Merger set forth in Article VII not being satisfied; (r) enter into any new line of business or change in any material respect its lending, investment, underwriting, risk and asset liability management and other banking, operating, securitization and servicing policies, except as required by applicable Law, regulation or policies imposed by any Governmental Entity; (s) make any change in accounting practices or policies other than as required by Law or GAAP; or (ht) make any commitment authorize, or commit or agree to take take, any of the actions prohibited by this Section 5.1foregoing actions.