Common use of Conduct of Buyer Clause in Contracts

Conduct of Buyer. (a) Except (i) to the extent compelled or required by applicable Law or Order, (ii) as may be necessary or commercially reasonable in response to a Contagion Event or Contagion Event Measures (provided, that Buyer shall reasonably consult with Seller to the extent reasonably practicable prior to undertaking any action in response to a Contagion Event or Contagion Event Measures), (iii) as otherwise expressly permitted or contemplated by this Agreement or any Other Transaction Document, (iv) in connection with the performance or exercise of any right or obligation pursuant to any existing Contract, (v) as set forth in Section ‎6.2 of the Buyer Disclosure Schedule, or (vi) as consented to in advance in writing by Seller (which consent shall not be unreasonably withheld, conditioned or delayed, and provided that the failure of Seller to respond to such a request for consent notified to [Redacted] (email: [Redacted]) and [Redacted] (email: [Redacted]) within five Business Days thereafter shall be deemed to constitute consent), during the period from the date hereof to the Closing Date, Buyer shall, and shall cause its Subsidiaries to, conduct its business and operations in the ordinary course; provided, however, that (A) no action by Buyer or any of its Affiliates with respect to any specific exception permitted by any provision of Section ‎6.2(b) shall be deemed a breach of this Section ‎6.2(a) or any other provision of ‎Section ‎6.2(b) that may apply and (B) the failure of Buyer or any of its Affiliates to take any action prohibited by Section ‎6.2(b) shall not be deemed a breach of this Section ‎6.2(a). (b) Without limiting the generality of the foregoing, except (i) to the extent compelled or required by applicable Law or Order, (ii) as may be necessary or commercially reasonable in response to a Contagion Event or Contagion Event Measures (provided, that Buyer shall reasonably consult with Seller to the extent reasonably practicable prior to undertaking any action in response to a Contagion Event or Contagion Event Measures), (iii) as otherwise expressly permitted or contemplated by this Agreement or any Other Transaction Document, (iv) in connection with the performance or exercise of any right or obligation pursuant to any existing Contract, (v) as set forth in Section ‎6.2 of the Buyer Disclosure Schedule, or (vi) as consented to in advance in writing by Seller (which consent shall not be unreasonably withheld, conditioned or delayed, and provided that the failure of Buyer to respond to such a request for consent notified to [Redacted] (email: [Redacted]) and [Redacted] (email: [Redacted]) within five Business Days thereafter shall be deemed to constitute consent), during the period from the date hereof to the Closing Date, Buyer shall not, and shall cause its Subsidiaries not to: (i) solicit, knowingly encourage or initiate the submission of proposals or offers, or enter into any agreement or Contract, with respect to, or consummate, any merger or business combination, or any acquisition of any other Person, business, assets or Equity Securities that would reasonably be expected to prevent or materially delay the consummation of the Contemplated Transactions; (ii) approve, declare or pay any dividend, other than quarterly dividends approved, declared or paid in the ordinary course; (iii) modify or amend its Constituent Documents in any material respect in a manner that would reasonably be expected to be adverse to Seller following the Closing; (iv) issue any Equity Securities, except in connection with Existing Buyer Equity Plans; (v) enter into or materially modify any Contract with any Person (or group of Persons) holding more than five percent (5%) of the total outstanding Equity Securities of Buyer; or (vi) reclassify, combine, split, subdivide, repurchase or redeem any of its Equity Securities or make any other change with respect to its capital structure. (c) For the avoidance of doubt, nothing in this Section ‎6.2 shall prohibit Buyer from (i) entering into or consummating any merger or business combination, or any acquisition of any other person or business if it would not reasonably be expected to prevent or materially delay the consummation of the Contemplated Transactions or (ii) incurring or refinancing any indebtedness. (d) Nothing contained in this Agreement shall give to Seller, directly or indirectly, rights to control or direct the operations of Buyer. Buyer shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its operations. Notwithstanding anything to the contrary in this Agreement, no consent of Seller shall be required with respect to any matter set forth in this Section ‎6.2 or elsewhere in this Agreement to the extent that the requirement of such consent would violate or conflict with applicable Law.

Conduct of Buyer. (a) Except (i) to the extent compelled or required by applicable Law or Order, (ii) as may be necessary or commercially reasonable in response to a Contagion Event or Contagion Event Measures (provided, that Buyer shall reasonably consult with Seller to the extent reasonably practicable prior to undertaking any action in response to a Contagion Event or Contagion Event Measures), (iii) as otherwise expressly permitted or contemplated by this Agreement or any Other Transaction Document, (iv) in connection with the performance or exercise of any right or obligation pursuant to any existing Contract, (v) as set forth in Section ‎6.2 on Schedule 6.14 or with the prior written consent of the Buyer Disclosure ScheduleSeller, or (vi) as consented to in advance in writing by Seller (which consent shall not be unreasonably withheld, conditioned or delayed, and provided that the failure of Seller to respond to such a request for consent notified to [Redacted] (email: [Redacted]) and [Redacted] (email: [Redacted]) within five Business Days thereafter shall be deemed to constitute consent), during the period from the date hereof to Execution Date until the Closing DateClosing, Buyer shall, shall and shall cause its Subsidiaries to, : (a) conduct its business and operations in related to the ordinary course; provided, however, that (A) no action by Buyer or any of its Affiliates with respect to any specific exception permitted by any provision of Section ‎6.2(b) shall be deemed a breach of this Section ‎6.2(a) or any other provision of ‎Section ‎6.2(b) that may apply and (B) the failure assets of Buyer and its Subsidiaries, in accordance with its ordinary course of business, consistent with past practice, subject to interruptions resulting from force majeure, mechanical breakdown or any of its Affiliates to take any action prohibited by Section ‎6.2(b) shall not be deemed a breach of this Section ‎6.2(a).planned maintenance; (b) Without limiting not amend the generality Organizational Documents of the foregoingBuyer; (c) not declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property) in respect of, any of its capital stock or other equity interests, except for (ix) to quarterly cash dividends by Buyer on the extent compelled or required shares of LPI Common Stock, with customary record and payment dates and (y) dividends by applicable Law or Order, (ii) as may be necessary or commercially reasonable in response to a Contagion Event or Contagion Event Measures (provided, that Buyer shall reasonably consult with Seller to the extent reasonably practicable prior to undertaking any action in response to a Contagion Event or Contagion Event Measures), (iii) as otherwise expressly permitted or contemplated by this Agreement or any Other Transaction Document, (iv) in connection with the performance or exercise of any right or obligation pursuant to any existing Contract, (v) as set forth in Section ‎6.2 of the Buyer Disclosure Schedule, or (vi) as consented to in advance in writing by Seller (which consent shall not be unreasonably withheld, conditioned or delayed, and provided that the failure wholly-owned Subsidiary of Buyer to respond to such a request for consent notified to [Redacted] (email: [Redacted]) and [Redacted] (email: [Redacted]) within five Business Days thereafter shall be deemed to constitute consent), during the period from the date hereof to the Closing Date, Buyer shall not, and shall cause its Subsidiaries not to:Buyer; (id) solicit, knowingly encourage or initiate the submission of proposals or offers, or enter into any agreement or Contract, with respect to, or consummate, any merger or business combination, or any acquisition of any other Person, business, assets or Equity Securities that would reasonably be expected to prevent or materially delay the consummation of the Contemplated Transactions; (ii) approve, declare or pay any dividend, other than quarterly dividends approved, declared or paid in the ordinary course; (iii) modify or amend its Constituent Documents in any material respect in a manner that would reasonably be expected to be adverse to Seller following the Closing; (iv) issue any Equity Securities, except in connection with Existing Buyer Equity Plans; (v) enter into or materially modify any Contract with any Person (or group of Persons) holding more than five percent (5%) of the total outstanding Equity Securities of Buyer; or (vi) not reclassify, combine, split, subdividesubdivide or redeem, repurchase or redeem purchase or otherwise acquire, directly or indirectly, any LPI Common Stock, other than withholding and sale of its Equity Securities or make any other change with respect LPI Common Stock to its capital structure.satisfy income tax withholding payments due upon vesting of employee equity awards; (ce) For not adopt any plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization, merger, consolidation or other reorganization or otherwise effect any transaction whereby any Person or group acquires more than a majority of the avoidance outstanding equity interests of doubt, nothing in this Section ‎6.2 shall prohibit Buyer from Buyer; (if) entering into or consummating not take any merger or business combinationaction that would, or any acquisition of any other person or business if it would not reasonably be expected to to, prevent or materially delay the Closing and the consummation of the Contemplated Transactions or (ii) incurring or refinancing any indebtedness.transactions contemplated by this Agreement; or (dg) Nothing contained in this Agreement shall give not enter into an agreement or commitment with respect to Seller, directly or indirectly, rights to control or direct any of the operations foregoing. Without limitation of Buyer. Buyer shall exercise, consistent with the terms and conditions any other provision of this Agreement, complete control and supervision no provisions of this Section 6.14 shall prohibit Buyer from performing any of its operationsobligations under any of the provisions of this Agreement. Notwithstanding anything If any specific action or inaction that is expressly approved by Seller pursuant to the contrary this Section 6.14 would, in and of itself, constitute a breach of one or more of Buyer’s representations and warranties in Article 5 or Buyer’s covenants or agreements contained in this Agreement, no consent of Seller shall be required with respect to any matter set forth in this Section ‎6.2 or elsewhere in this Agreement to the extent that the requirement taking of such consent would violate action or conflict with applicable Lawany such inaction by Buyer to which Seller expressly consented shall not, in and of itself, constitute a breach of such representations, warranties, covenants or agreements.

Conduct of Buyer. (a) Except (i) to as otherwise provided in this Agreement or the extent compelled other Transaction Documents or required by applicable Law or Order, (ii) as may be necessary or commercially reasonable in response to a Contagion Event or Contagion Event Measures (providedcomply with applicable Laws, that Buyer shall reasonably consult with Seller to during the extent reasonably practicable prior to undertaking any action in response to a Contagion Event or Contagion Event Measures)Pre-Closing Period, (iii) as unless otherwise expressly permitted or contemplated by this Agreement or any Other Transaction Document, (iv) in connection with the performance or exercise of any right or obligation pursuant to any existing Contract, (v) as set forth in Section ‎6.2 of the Buyer Disclosure Schedule, or (vi) as consented to in advance approved in writing by Seller (which consent approval shall not be unreasonably withheld, conditioned or delayed, and provided that the failure of Seller to respond to such a request for consent notified to [Redacted] (email: [Redacted]) and [Redacted] (email: [Redacted]) within five Business Days thereafter shall be deemed to constitute consent), during the period from the date hereof to the Closing Date, (x) Buyer shall, and Buyer shall cause its Subsidiaries Affiliates (which, for the purposes of Section 6.2(d), shall include the directors and officers of Buyer), as applicable to, continue to operate and conduct its business and operations in the ordinary coursecourse of business in all material respects, and (y) Buyer shall not, and Buyer shall cause its Affiliates not to, take any of the following actions: (a) amend the certificate of incorporation, bylaws or other organizational documents of Buyer or its Subsidiaries in a manner that would materially and adversely affect Seller disproportionately relative to other holders of Buyer Shares; (b) adjust, split, combine, subdivide or reclassify the Buyer Shares or any other equity securities of Buyer, or repurchase any Buyer Shares (whether under any existing stock repurchase program or otherwise), or adopt any stock repurchase program; (c) take any material action outside the ordinary course of Buyer’s or its Subsidiaries’ business having the direct and primary purpose and intent to decrease, and the effect of decreasing, the number of Buyer Shares to be issued to Seller as Equity Consideration pursuant to Section 3.1; provided, however, that (Anothing in this Section 6.2(c) no action by shall prevent Buyer or any of its Affiliates with respect from taking actions required by applicable Law or stock exchange rules to any specific exception permitted by any provision of Section ‎6.2(b) shall which Buyer or its Affiliates is or may be deemed a breach of this Section ‎6.2(a) subject or any other provision of ‎Section ‎6.2(b) that may apply and (B) the failure issuing or selling equity securities of Buyer or any of its Affiliates Affiliates; provided, further that, for clarity, actions generally intended to take be in the best interests of Buyer and/or its Affiliates, its and/or their operations and/or business and/or Buyer and its equityholders, which may increase the value of Buyer Shares, are not a violation of this provision; (d) purchase or propose the purchase of any action prohibited by Section ‎6.2(b) Buyer Shares, unless it is for an amount that is less than $10,000,000 in the aggregate (excluding issuances under any Buyer Equity Plans, which shall not be deemed subject to a breach of this Section ‎6.2(acap).; (be) Without limiting the generality authorize or pay any dividends or make any distribution with respect to outstanding shares of the foregoingBuyer Shares (whether in property, except (i) to the extent compelled equity interests or required by applicable Law or Order, (ii) as may be necessary or commercially reasonable in response to a Contagion Event or Contagion Event Measures (provided, that other securities of Buyer shall reasonably consult with Seller to the extent reasonably practicable prior to undertaking any action in response to a Contagion Event or Contagion Event Measures), (iii) as otherwise expressly permitted or contemplated by this Agreement or any Other Transaction Document, (iv) in connection with the performance or exercise of any right or obligation pursuant to any existing Contract, (v) as set forth in Section ‎6.2 of the Buyer Disclosure Schedule, or (vi) as consented to in advance in writing by Seller (which consent shall not be unreasonably withheld, conditioned or delayed, and provided that the failure of Buyer to respond to such a request for consent notified to [Redacted] (email: [Redacted]) and [Redacted] (email: [Redacted]) within five Business Days thereafter shall be deemed to constitute consentits Subsidiaries), during the period from the date hereof to the Closing Date, Buyer shall not, and shall cause its Subsidiaries not to:; or (if) solicit, knowingly encourage or initiate the submission of proposals or offers, or enter into any agreement or Contract, with respect to, or consummate, to do any merger or business combination, or any acquisition of any other Person, business, assets or Equity Securities that would reasonably be expected to prevent or materially delay the consummation of the Contemplated Transactions; (ii) approve, declare or pay any dividend, other than quarterly dividends approved, declared or paid in the ordinary course; (iii) modify or amend its Constituent Documents in any material respect in a manner that would reasonably be expected to be adverse to Seller following the Closing; (iv) issue any Equity Securities, except in connection with Existing Buyer Equity Plans; (v) enter into or materially modify any Contract with any Person (or group of Persons) holding more than five percent (5%) of the total outstanding Equity Securities of Buyer; or (vi) reclassify, combine, split, subdivide, repurchase or redeem any of its Equity Securities or make any other change with respect to its capital structureforegoing. (c) For the avoidance of doubt, nothing in this Section ‎6.2 shall prohibit Buyer from (i) entering into or consummating any merger or business combination, or any acquisition of any other person or business if it would not reasonably be expected to prevent or materially delay the consummation of the Contemplated Transactions or (ii) incurring or refinancing any indebtedness. (d) Nothing contained in this Agreement shall give to Seller, directly or indirectly, rights to control or direct the operations of Buyer. Buyer shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its operations. Notwithstanding anything to the contrary in this Agreement, no consent of Seller shall be required with respect to any matter set forth in this Section ‎6.2 or elsewhere in this Agreement to the extent that the requirement of such consent would violate or conflict with applicable Law.