Common use of Conduct of Parent Business Clause in Contracts

Conduct of Parent Business. During the period from the date hereof to the Closing, except as otherwise expressly contemplated by this Agreement, the Parent Redemption Agreement, the TWE Redemption Agreement, the Exchange Agreement, as set forth on Schedule 5.3 of the Buyer Disclosure Schedule or as Seller otherwise agrees in writing in advance, Buyer shall, and shall cause Parent and its Subsidiaries to, use commercially reasonable efforts to preserve intact the Parent Business and its relationship with its material customers, suppliers, creditors and key employees (it being understood that no increases in any compensation or any incentive compensation or similar compensation shall be required in respect thereof except to the extent such increase is required in the Ordinary Course of Business). Without limiting the generality of the foregoing, during the period from the date hereof to the Closing, except as otherwise contemplated by this Agreement or any Ancillary Agreement or as Seller shall otherwise consent (which consent shall not be unreasonably withheld and, provided, that Seller shall respond as soon as reasonably practicable but in no event later than five Business Days following receipt of Buyer’s written request for such response) or as set forth in the applicable sections of Schedule 5.3 of the Buyer Disclosure Schedule, Buyer shall not, and shall cause Parent and each its Subsidiaries not to: (a) sell, lease, license, transfer or dispose of any Assets (it being understood that for purposes of this Section 5.3(a), Assets do not include Equity Securities of Parent or cash or cash equivalents) for consideration not consisting primarily of Systems other than (i) in the Ordinary Course of Business, (ii) pursuant to the Friendco Transaction or (iii) Assets which, in the aggregate, the fair market value of the total consideration therefor would not exceed the amount specified on Schedule 5.3(a)(iii) of the Buyer Disclosure Schedule; (b) declare, set aside or pay any dividend or distribution on any shares of Parent Capital Stock or other Equity Security in Parent or any of its Subsidiaries other than dividends or distributions by any Subsidiary of Parent to Parent or another Subsidiary of Parent; (c) enter into any transaction (other than pursuant to any Contract in effect as of the date hereof) having the intended effect of benefiting any Affiliate of Parent (other than any Subsidiary of Parent) at the expense of Parent or any Subsidiary of Parent in a manner that would deprive Parent or any such Subsidiary of the benefit they would otherwise have obtained if the transaction were to have been effected on terms that were on an arm’s length basis or any transaction that does not satisfy the requirements of Article VI of Parent’s bylaws, as in effect as of the date hereof; (d) except pursuant to Section 5.4, amend the certificate of incorporation, bylaws or other organizational documents of Parent in a manner adverse to Seller or its stakeholders; (e) issue any shares of Parent Capital Stock or other Equity Securities of Parent other than (i) Equity Securities issued following the date hereof on arm’s-length terms for consideration determined in good faith by Parent’s board of directors or any committee thereof to be fair, including, subject to Section 5.3(c), Equity Securities issued to TWX or any of its Affiliates (other than Parent or its wholly owned Subsidiaries), and (ii) Equity Securities issued following the date hereof pursuant to employee option or restricted stock programs approved by Parent’s board of directors or the compensation committee thereof; provided, however, that Equity Securities issued pursuant to clause (ii) of this sentence shall not exceed the Permitted Parent Incentive Awards; provided, however, that such limitation shall not apply to any Equity Securities issued as contemplated by clause (ii)(B) of the definition of “Fully Diluted Basis”; (f) settle any claims, actions, arbitrations, disputes or other proceedings not involving a Government Entity that would result in Parent or any of its Affiliates being enjoined in any respect material to the Transaction; or (g) authorize or enter into any agreement or commitment with respect to any of the foregoing; provided, however, that, except in respect of Sections 5.3(c) and 5.3(d), the foregoing limitations shall not restrict transactions solely among or between Parent and any of its direct or indirect Subsidiaries.

Conduct of Parent Business. During Pending the period from the date hereof to the ClosingMerger. (a) Parent agrees that, except as otherwise expressly contemplated by this Agreement, the Parent Redemption Agreement, the TWE Redemption Agreement, the Exchange Agreement, (i) as set forth on Schedule 5.3 6.2(a) of the Buyer Parent Disclosure Schedule Letter, (ii) as permitted or required by this Agreement, (iii) as Seller may be required by applicable Law or (iv) as otherwise agrees consented to by the Company in writing in advance(which consent shall not be unreasonably withheld, Buyer delayed or conditioned), until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, (A) Parent shall, and shall cause Parent and each of its Subsidiaries to, use commercially reasonable efforts to (1) conduct its businesses in all material respects in the ordinary course consistent with past practice and (2) preserve substantially intact its present business organization and preserve its existing relationships with its key customers, service providers (including Parent Manager) suppliers, business relationships, vendors and counterparties and (B) Parent shall maintain its status as a REIT; provided, however, that no action by Parent or its Subsidiaries with respect to the matters specifically addressed by any provision of Section 6.2(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision of Section 6.2(b). (b) Except (w) as set forth on Schedule 6.2(b) of the Parent Business and its relationship with its material customersDisclosure Letter, suppliers(x) as permitted or required by this Agreement, creditors and key employees (it being understood that no increases in any compensation or any incentive compensation or similar compensation shall y) as may be required in respect thereof except to the extent such increase is required in the Ordinary Course of Business). Without limiting the generality of the foregoing, during the period from the date hereof to the Closing, except by applicable Law or (z) as otherwise contemplated consented to by this Agreement or any Ancillary Agreement or as Seller shall otherwise consent the Company in writing (which consent shall not be unreasonably withheld andwithheld, provideddelayed or conditioned), that Seller shall respond as soon as reasonably practicable but in no event later than five Business Days following receipt of Buyer’s written request for such response) or as set forth in until the applicable sections of Schedule 5.3 earlier of the Buyer Disclosure ScheduleEffective Time and the termination of this Agreement pursuant to Article VIII, Buyer Parent shall not, and shall cause Parent and each not permit any of its Subsidiaries not to: (a) sell, lease, license, transfer or dispose of any Assets (it being understood that for purposes of this Section 5.3(a), Assets do not include Equity Securities of Parent or cash or cash equivalents) for consideration not consisting primarily of Systems other than (i) in the Ordinary Course of Business, (ii) pursuant to the Friendco Transaction or (iii) Assets which, in the aggregate, the fair market value of the total consideration therefor would not exceed the amount specified on Schedule 5.3(a)(iii) of the Buyer Disclosure Schedule; (bA) declare, set aside or pay any dividend dividends on, or make any other distribution on (whether in cash, stock, property or otherwise) in respect of any shares outstanding capital stock of, or other equity interests in, Parent or any of its Subsidiaries, except for (1) regular quarterly dividends payable in respect of the Parent Common Stock consistent with past practice; (2) regular quarterly dividends payable in respect of the Parent Preferred Stock consistent with past practice and the terms of such Parent Preferred Stock; (3) dividends or other distributions to Parent by any directly or indirectly wholly owned Subsidiary of Parent; (4) without duplication of the amounts described in clauses (1) through (3), dividends or other distributions reasonably necessary for Parent to maintain its status as a REIT under the Code and avoid the imposition of corporate level tax under Section 857 of the Code or excise Tax under Section 4981 of the Code (including the Minimum Distribution Dividend) or required under the Organizational Documents of Parent Capital Stock or such Subsidiary, or (5) any dividend to the extent declared and paid in accordance with Section 6.19; (B) split, combine or reclassify any capital stock of, or other Equity Security in equity interests in, Parent or any of its Subsidiaries other than dividends or distributions by any Subsidiary of Parent to Parent or another Subsidiary of Parent; (c) enter into any transaction (other than pursuant to any Contract in effect as for transactions by a wholly owned Subsidiary of the date hereofCompany); or (C) having purchase, redeem or otherwise acquire, or offer to purchase, redeem or otherwise acquire, any capital stock of, or other equity interests in, Parent, except as required by the intended effect terms of benefiting any Affiliate of Parent (other than any Subsidiary of Parent) at the expense capital stock or equity interest of Parent or any Subsidiary of Parent or as contemplated by any Parent Plan, in each case, existing as of the date hereof (or granted following the date of this Agreement in accordance with the terms of this Agreement); (ii) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any capital stock of, or other equity interests in, Parent or any of its Subsidiaries or any securities convertible into or exchangeable for, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than: (A) the issuance or delivery of Parent Common Stock upon the vesting or lapse of any restrictions on any awards granted under the Parent Equity Plan and outstanding on the date hereof or issued in compliance with clause (B) below; (B) issuances of awards granted under the Parent Equity Plan to employees and directors in amounts and at times consistent with past practice; and (C) issuances of Parent Common Stock at a price (without regard for underwriter discounts and offering and sale expenses) not less than the per share value of the Parent’s net assets as of the date of such issuance in offerings with aggregate proceeds of up to $125,000,000; (iii) amend Parent’s Organizational Documents or adopt any material change in the Organizational Documents of any of Parent’s Subsidiaries; (iv) (A) merge, consolidate, combine or amalgamate with any Person other than the Company or a wholly owned Subsidiary of Parent, or (B) acquire or agree to acquire (including by merging or consolidating with, purchasing any equity interest in or a substantial portion of the assets of, licensing, or by any other manner), any assets or any business or any corporation, partnership, association or other business organization or division thereof, in each case, if such action could reasonably be expected to prevent or materially delay Parent’s or Merger Sub’s ability to consummate or finance the Transactions contemplated hereby; (v) sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any material portion of its assets, other than sales, leases or dispositions of assets (A) pursuant to an agreement of the Company or any of its Subsidiaries in effect on the date of this Agreement, (B) that, if other than in the ordinary course of business consistent with past practice, involve consideration that does not exceed $10,000,000 individually or $25,000,000 in the aggregate or (C) made in the ordinary course of business consistent with past practice; (vi) adopt a plan of complete or partial liquidation or dissolution of Parent or any of its Subsidiaries, other than such transactions among Parent and any wholly owned Subsidiary of Parent (other than Merger Sub) or between or among wholly owned Subsidiaries of Parent (other than Merger Sub); (vii) change in any material respect their material accounting principles, practices or methods in a manner that would deprive materially affect the consolidated assets, liabilities or results of operations of Parent and its Subsidiaries, except as required by GAAP or any such Subsidiary of the benefit they would otherwise have obtained if the transaction were to have been effected on terms that were on an arm’s length basis or any transaction that does not satisfy the requirements of Article VI of Parent’s bylaws, as in effect as of the date hereofapplicable Law; (dviii) except pursuant (A) in the ordinary course of business, (B) if required by Law, or (C) if and to Section 5.4, amend the certificate extent necessary (1) to preserve Parent’s qualification as a REIT under the Code or the qualification of incorporation, bylaws or other organizational documents any Subsidiary of Parent in as a manner adverse REIT under the Code or (2) to Seller qualify or its stakeholders; (e) issue preserve the status of any shares Subsidiary of Parent Capital Stock as a disregarded entity or other Equity Securities partnership for U.S. federal income tax purposes or as a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Parent other than (i) Equity Securities issued following the date hereof on arm’s-length terms for consideration determined in good faith by Parent’s board of directors or any committee thereof to be fair, including, subject to Section 5.3(c), Equity Securities issued to TWX or any of its Affiliates (other than Parent or its wholly owned Subsidiaries), and (ii) Equity Securities issued following the date hereof pursuant to employee option or restricted stock programs approved by Parent’s board of directors or the compensation committee thereof; provided, however, that Equity Securities issued pursuant to clause (ii) of this sentence shall not exceed the Permitted Parent Incentive Awards; provided, however, that such limitation shall not apply to any Equity Securities issued as contemplated by clause (ii)(B) 856 of the definition Code, as the case may be, make or change any material Tax election, adopt or change any Tax accounting period or material method of “Fully Diluted Basis”; (f) settle Tax accounting, file any claims, actions, arbitrations, disputes or other proceedings not involving a Government Entity that amended Tax Return if the filing of such amended Tax Return would result in a material increase in the Taxes payable by Parent or any of its Affiliates being enjoined in Subsidiaries, settle or compromise any material liability for Taxes or any Tax audit or other proceeding relating to a material amount of Taxes, enter into any closing or similar agreement with any Taxing Authority, surrender any right to claim a material refund of Taxes, or agree to any extension or waiver of the statute of limitations with respect to a material to the Transaction; oramount of Taxes; (gix) authorize take any action, or fail to take any action, which action or failure could reasonably be expected to cause Parent to fail to qualify as a REIT or any of its Subsidiaries to cease to be treated as any of (A) a partnership or disregarded entity for U.S. federal income tax purposes or (B) a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be; (x) take any action, or fail to take any action, which action or failure could reasonably be expected to prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; (xi) except in accordance with Section 2.6, increase or decrease the size of the Parent Board or enter into any agreement obligating Parent or commitment with respect the Parent Board to nominate any of individual for election to the foregoing; providedParent Board or elect any individual to fill any vacancy on the Parent Board; (xii) take any action, howeveror fail to take any action, that, except in respect of Sections 5.3(c) and 5.3(d), the foregoing limitations shall not restrict transactions solely among which action or between failure would reasonably be expected to cause Parent and or any of its direct Subsidiaries to be required to be registered as an investment company under the Investment Company Act; (xiii) modify, amend, terminate or indirect Subsidiariesassign, or waive or assign any rights under, the Parent Management Agreement, other than as set forth in the Parent Management Agreement Amendment; or (xiv) agree or enter into any arrangement or understanding to take any action that is prohibited by this Section 6.2(b). (c) From the date hereof until the Closing Date, Parent shall manage its investment portfolios in all material respects in the ordinary course consistent with past practice. (d) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall prohibit Parent or its Subsidiaries from taking any action, at any time or from time to time, that in the reasonable judgment of Parent Board, upon advice of counsel to Parent, is reasonably necessary for Parent to (i) maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Effective Time, (ii) avoid incurring entity level income or excise Taxes under the Code or applicable state or local Law or (iii) avoid being required to register as an investment company under the Investment Company Act; provided that prior to taking any action under this paragraph, Parent shall provide the Company with reasonable advance notice of any proposed action and shall in good faith discuss such proposed action with the Company.

Conduct of Parent Business. During the period from Parent covenants and agrees that, between the date hereof to of this Agreement and the ClosingEffective Time, except as otherwise expressly contemplated by this Agreement, (i) with the Parent Redemption Agreement, the TWE Redemption Agreement, the Exchange Agreement, as set forth on Schedule 5.3 prior written consent of the Buyer Disclosure Schedule Company, which may not be unreasonably withheld or delayed, (ii) as Seller otherwise agrees in writing in advance, Buyer shall, and shall cause Parent and its Subsidiaries to, use commercially reasonable efforts to preserve intact the Parent Business and its relationship with its material customers, suppliers, creditors and key employees (it being understood that no increases in any compensation or any incentive compensation or similar compensation shall be required in respect thereof except to the extent such increase is required in the Ordinary Course of Business). Without limiting the generality of the foregoing, during the period from the date hereof to the Closing, except as otherwise contemplated by this Agreement or any Ancillary Agreement by the schedules hereto or as Seller shall otherwise consent (which consent shall not be unreasonably withheld and, provided, that Seller shall respond as soon as reasonably practicable but in no event later than five Business Days following receipt of Buyer’s written request iii) for such responsetransactions between or among Parent and its subsidiaries: (a) or as set forth in the applicable sections of Schedule 5.3 of the Buyer Disclosure Schedule, Buyer Parent shall not, and shall cause Parent and each not permit its Subsidiaries not subsidiaries to: (a) sell, leaseacquire, licenseby merging or consolidating with, transfer or dispose by purchasing an equity interest in or the assets of or by any other manner, any business or corporation, partnership or other business organization or division thereof, or otherwise acquire any assets of any Assets other entity (it being understood that for purposes of this Section 5.3(a), Assets do not include Equity Securities of Parent or cash or cash equivalents) for consideration not consisting primarily of Systems other than (i) the purchase of assets from suppliers, clients or vendors in the Ordinary Course ordinary course of Business, (iibusiness and consistent with past practice) pursuant if such transaction would reasonably be expected to prevent or materially delay the Friendco Transaction or (iii) Assets which, in the aggregate, the fair market value consummation of the total consideration therefor would not exceed the amount specified on Schedule 5.3(a)(iii) of the Buyer Disclosure ScheduleMerger; (b) Parent shall not, and shall not permit its subsidiaries to, adopt or propose to adopt any amendments to its charter documents which would reasonably be expected to have a material adverse impact on the consummation of the Merger; (c) Parent shall not split, combine or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution on (whether in cash, stock or property or any shares combination thereof) in respect of its capital stock or otherwise make any payments to stockholders in their capacity as such except for purchases of Parent Capital Common Stock or other Equity Security in Parent or any of its Subsidiaries other than dividends or distributions by any Subsidiary of Parent to Parent or another Subsidiary of Parent; (c) enter into any transaction (other than pursuant to any Contract stock repurchase plans, unless the ratio set forth in effect as of the date hereof) having the intended effect of benefiting any Affiliate of Parent (other than any Subsidiary of Parent) at the expense of Parent or any Subsidiary of Parent in a manner that would deprive Parent or any such Subsidiary of the benefit they would otherwise have obtained if the transaction were to have been effected on terms that were on an arm’s length basis or any transaction that does not satisfy the requirements of Article VI of Parent’s bylaws, as in effect as of the date hereof; (d) except pursuant to Section 5.4, amend the certificate of incorporation, bylaws or other organizational documents of Parent in a manner adverse to Seller or its stakeholders; (e) issue any shares of Parent Capital Stock or other Equity Securities of Parent other than (i) Equity Securities issued following the date hereof on arm’s-length terms for consideration determined in good faith by Parent’s board of directors or any committee thereof to be fair, including, subject to Section 5.3(c), Equity Securities issued to TWX or any of its Affiliates (other than Parent or its wholly owned Subsidiaries), and (ii) Equity Securities issued following the date hereof pursuant to employee option or restricted stock programs approved by Parent’s board of directors or the compensation committee thereof; provided, however, that Equity Securities issued pursuant to clause (ii) of this sentence shall not exceed the Permitted Parent Incentive Awards; provided, however, that such limitation shall not apply to any Equity Securities issued as contemplated by clause (ii)(Bx) of the definition of “Fully Diluted Basis”Total Stock” is proportionately increased or decreased, as applicable, in which case the prior written consent of the Company shall not be required, but the Company shall be entitled to written notice of such event; (d) Parent shall not adopt a plan of complete or partial liquidation or dissolution of Parent; (e) Parent shall not, and shall not permit its subsidiaries to, take or omit to take any action that would reasonably be expected to, individually or in the aggregate, result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; and (f) settle any claims, actions, arbitrations, disputes Parent shall not and shall not permit its subsidiaries (as applicable) to agree or other proceedings not involving a Government Entity that would result in Parent or any of its Affiliates being enjoined in any respect material formally commit to the Transaction; or (g) authorize or enter into any agreement or commitment with respect to do any of the foregoing; provided, however, that, except in respect of Sections 5.3(c) and 5.3(d), the foregoing limitations shall not restrict transactions solely among or between Parent and any of its direct or indirect Subsidiaries.

Conduct of Parent Business. During the period from Parent covenants and agrees that, between the date hereof to of this Agreement and the ClosingEffective Time, except (i) with the prior written consent of Edge, which may not be unreasonably withheld or delayed, (ii) as otherwise expressly contemplated by this Agreement, the Parent Redemption Agreement, the TWE Redemption Agreement, the Exchange Agreement, as set forth on Schedule 5.3 of the Buyer Disclosure Schedule or as Seller otherwise agrees in writing in advance, Buyer shall, and shall cause Parent and its Subsidiaries to, use commercially reasonable efforts to preserve intact the Parent Business and its relationship with its material customers, suppliers, creditors and key employees (it being understood that no increases in any compensation or any incentive compensation or similar compensation shall be required in respect thereof except to the extent such increase is required in the Ordinary Course of Business). Without limiting the generality of the foregoing, during the period from the date hereof to the Closing, except as otherwise contemplated by this Agreement or any Ancillary Agreement by the schedules hereto, (iii) as required by Applicable Law or as Seller (iv) for transactions between or among Parent and its subsidiaries: (a) the respective businesses of Parent and the Parent subsidiaries shall otherwise consent (which consent shall not be unreasonably withheld and, provided, that Seller shall respond as soon as reasonably practicable but in no event later than five Business Days following receipt of Buyer’s written request for such response) or as set forth conducted in the applicable sections of Schedule 5.3 of the Buyer Disclosure Scheduleordinary course and in a manner consistent with past practice, Buyer in each case in all material respects; (b) Parent shall not, and shall cause Parent not permit its subsidiaries to, acquire, by merging or consolidating with, or by purchasing an equity interest in or the assets of or by any other manner, any business or corporation, partnership or other business organization or division thereof, or otherwise acquire any assets of any other entity (other than the purchase of assets from suppliers, clients or vendors in the ordinary course of business and each its Subsidiaries not to:consistent with past practice) if such transaction would reasonably be expected to prevent or materially delay the consummation of the Merger; (ac) sellParent shall not, leaseand shall not permit its subsidiaries to, licenseadopt or propose to adopt any amendments to its charter documents, transfer or dispose of any Assets (it being understood that for purposes of this Section 5.3(a), Assets do not include Equity Securities of Parent or cash or cash equivalents) for consideration not consisting primarily of Systems other than (i) in the Ordinary Course of Business, (ii) those amendments to be made pursuant to the Friendco Transaction Parent Restructure or (iii) Assets which, otherwise reflected in the aggregate, Amended Certificate of Incorporation or the fair market value of the total consideration therefor would not exceed the amount specified on Schedule 5.3(a)(iii) of the Buyer Disclosure ScheduleAmended and Restated Bylaws; (bd) Parent shall not, and shall not permit its subsidiaries to, issue, split, combine or reclassify any shares of its or their capital stock, declare, set aside or pay any dividend or other distribution on (whether in cash, stock or property or any shares combination thereof) in respect of its or their capital stock (except for regular quarterly dividends in the ordinary course of business not in excess of the amount paid for the most recent quarter) or otherwise make any payments to stockholders in their capacity as such or authorize any of the foregoing; provided, that Parent Capital may (i) issue Parent Common Stock and Parent Preferred Stock to satisfy its obligations under Article I, (ii) issue up to $150 million of its Series B convertible preferred stock, par value $0.01 per share (the “Series B Preferred Stock”) the certificate of designations for which is attached as Exhibit 4.2(d), (iii) consummate the stock split contemplated as part of the Parent Restructure, and (iv) if the Merger Consideration and Common Exchange Ratio are appropriately adjusted, issue options, restricted stock or other Equity Security in equity-based incentive compensation awards pursuant to Parent Employee Benefit Plans; (e) Parent shall not, and shall not permit any of its subsidiaries to, adopt a plan of complete or partial liquidation, dissolution, merger or consolidation of such entity; (f) Parent shall not, and shall not permit its subsidiaries to, incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any person (other than Parent or any of its Subsidiaries subsidiaries), or make any loans or advances, except as would be permitted without the waiver or consent of any other than dividends or distributions by any Subsidiary party under the documents and instruments related to the indebtedness (including debt securities) of Parent to Parent or another Subsidiary of Parent; (c) enter into any transaction (other than pursuant to any Contract in effect as of the date hereof) having the intended effect of benefiting any Affiliate of Parent (other than any Subsidiary of Parent) at the expense of Parent or any Subsidiary of Parent in a manner that would deprive Parent or any such Subsidiary of the benefit they would otherwise have obtained if the transaction were to have been effected on terms that were on an arm’s length basis or any transaction that does not satisfy the requirements of Article VI of Parent’s bylaws, and its subsidiaries as in effect as of the date hereof; (d) except pursuant to Section 5.4, amend the certificate of incorporation, bylaws or other organizational documents of Parent in a manner adverse to Seller or its stakeholders; (e) issue any shares of Parent Capital Stock or other Equity Securities of Parent other than (i) Equity Securities issued following the date hereof on arm’s-length terms for consideration determined in good faith by Parent’s board of directors or any committee thereof to be fair, including, subject to Section 5.3(c), Equity Securities issued to TWX or any of its Affiliates (other than Parent or its wholly owned Subsidiaries), and (ii) Equity Securities issued following the date hereof pursuant to employee option or restricted stock programs approved by Parent’s board of directors or the compensation committee thereof; provided, however, that Equity Securities issued pursuant to clause (ii) of this sentence shall not exceed the Permitted Parent Incentive Awards; provided, however, that such limitation shall not apply Agreement and without regard to any Equity Securities issued as contemplated by clause (ii)(B) of the definition of “Fully Diluted Basis”subsequent modification, amendment or replacement thereof; (f) settle any claims, actions, arbitrations, disputes or other proceedings not involving a Government Entity that would result in Parent or any of its Affiliates being enjoined in any respect material to the Transaction; or (g) authorize or Parent shall not, and shall not permit its subsidiaries to, enter into any agreement pursuant to which any affiliate of Parent is a party that is of the type that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act; and (h) Parent shall not and shall not permit its subsidiaries (as applicable) to agree or commitment with respect formally commit to do any of the foregoing; provided, however, that, except in respect of Sections 5.3(c) and 5.3(d), the foregoing limitations shall not restrict transactions solely among or between Parent and any of its direct or indirect Subsidiaries.

Conduct of Parent Business. During the period (a) Parent covenants and agrees as to itself and its subsidiaries that, from the date hereof to of this Agreement until the Closingearlier of the Effective Time and termination of this Agreement in accordance with Section 8.1, except (i) as otherwise expressly contemplated required or specifically permitted by any other provision (including Section 5.2(b)) of this Agreement, the Parent Redemption Agreement, the TWE Redemption Agreement, the Exchange Agreement, Agreement (or as set forth on Schedule 5.3 in Section 5.2 of the Buyer Parent Disclosure Schedule Letter), (ii) as required by applicable Law or as Seller otherwise agrees in writing in advance(iii) with the Company’s written consent (such consent not to be unreasonably withheld, Buyer shallconditioned or delayed), and shall cause Parent and its Subsidiaries tosubsidiaries shall conduct their business in the ordinary course of business consistent with past practice in all material respects and, to the extent consistent therewith, use commercially their reasonable best efforts to preserve intact the Parent Business Parent’s assets and business organization and maintain its relationship existing relations and goodwill with its material customers, suppliers, creditors distributors, regulators and key employees business partners. (it being understood that no increases in any compensation b) Except as required or any incentive compensation or similar compensation shall be required in respect thereof except to the extent such increase is required in the Ordinary Course of Business). Without limiting the generality of the foregoing, during the period from the date hereof to the Closing, except as otherwise contemplated specifically permitted by this Agreement or any Ancillary Agreement or as Seller shall otherwise consent (which consent shall not be unreasonably withheld and, provided, that Seller shall respond as soon as reasonably practicable but in no event later than five Business Days following receipt of Buyer’s written request for such response) or as set forth in the applicable sections of Schedule 5.3 Section 5.2 of the Buyer Parent Disclosure ScheduleLetter or as required by applicable Law, Buyer from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement in accordance with Section 8.1, unless the Company otherwise consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), neither Parent, Sub, nor any of their direct or indirect subsidiaries shall not, and shall cause Parent and each its Subsidiaries not to: (a) sell, lease, license, transfer or dispose may take any of any Assets the following actions (it being understood and agreed that for purposes if any action is permitted by any of this the following subsections pursuant to an express exclusion from conduct that would otherwise be prohibited, such action shall be permitted under Section 5.3(a5.2(a), Assets do not include Equity Securities of Parent or cash or cash equivalents) for consideration not consisting primarily of Systems other than ): (i) in the Ordinary Course of Business, (ii) pursuant to the Friendco Transaction or (iii) Assets which, in the aggregate, the fair market value of the total consideration therefor would not exceed the amount specified on Schedule 5.3(a)(iii) of the Buyer Disclosure Schedule; (b) declare, set aside or pay any dividend or distribution on any shares of Parent Capital Stock or other Equity Security in Parent or any of its Subsidiaries other than dividends or distributions by any Subsidiary of Parent to Parent or another Subsidiary of Parent; (c) enter into any transaction (other than pursuant to any Contract in effect as of the date hereof) having the intended effect of benefiting any Affiliate of Parent (other than any Subsidiary of Parent) at the expense of Parent or any Subsidiary of Parent in a manner that would deprive Parent or any such Subsidiary of the benefit they would otherwise have obtained if the transaction were to have been effected on terms that were on an arm’s length basis or any transaction that does not satisfy the requirements of Article VI of amend Parent’s bylawsor Sub’s memorandum of association, as in effect as articles of the date hereof; (d) except pursuant to Section 5.4association, amend the certificate of incorporation, bylaws bylaws, or other similar organizational documents or the Deposit Agreement, other than (a) with respect to the Deposit Agreement, solely in order to implement the transactions contemplated by this Agreement in accordance with the terms hereof, or (b) as required to increase any borrowing limit prescribed by, or provided for in, Parent’s articles of Parent in a manner adverse to Seller or its stakeholdersassociation; (eii) (A) issue any shares of Parent Capital Stock capital stock of any class or any other Equity Securities Interest of Parent other than (i) Equity Securities issued following the date hereof on arm’s-length terms for consideration determined in good faith by Parent’s board of directors or any committee thereof to be fair, including, subject to Section 5.3(c), Equity Securities issued to TWX or any of its Affiliates (other than Parent or its wholly owned Subsidiaries), and (ii) Equity Securities issued following the date hereof pursuant to employee option or restricted stock programs approved by Parent’s board of directors or the compensation committee thereof; provided, however, that Equity Securities issued pursuant to clause (ii) of this sentence shall not exceed the Permitted Parent Incentive Awards; provided, however, that such limitation shall not apply to any Equity Securities issued as contemplated by clause (ii)(B) of the definition of “Fully Diluted Basis”; (f) settle any claims, actions, arbitrations, disputes or other proceedings not involving a Government Entity that would result in Parent or any of its Affiliates being enjoined in any respect material to the Transaction; or (g) authorize or enter into any agreement or commitment with respect to any of the foregoing; provided, however, that, except in respect of Sections 5.3(c) and 5.3(d), the foregoing limitations shall not restrict transactions solely among or between Parent and any of its direct or indirect Subsidiariessubsidiaries (the “Parent Securities”), or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any Parent Securities, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any Parent Securities, in each case to or in favor of a person other than Parent or a direct or indirect wholly owned subsidiary of Parent or issue equity awards (except for equity awards to directors, officers, employees and consultants in the ordinary course of business), provided that Parent may issue or deliver (1) Parent Securities upon the exercise or settlement of equity awards of Parent, (2) securities or rights convertible into, exchangeable or exercisable for Parent Securities to the extent the proceeds thereof are used for the refinancing of any Indebtedness of Parent outstanding as of the date of this Agreement or (3) Equity Interests of Parent to the extent Parent in good faith reasonably believes such issuance is reasonably necessary to maintain an investment grade credit rating from either or both of S&P and Xxxxx’x; (B) redeem, purchase or otherwise acquire any outstanding Parent Securities, or any rights, warrants, options, calls, commitments, convertible securities or any other agreements of any character to acquire any Parent Securities, except in connection with the exercise or settlement of equity awards of Parent that are outstanding and in accordance with their terms as of the date of this Agreement; or (C) adjust, split, combine, subdivide or reclassify any Parent Securities; (iii) incur, create, assume or otherwise become liable for any Indebtedness (of the type described in clauses (i) through (iii) of the definition thereof) to the extent any such action would cause Parent to fail to maintain an investment grade credit rating from either or both of S&P and Xxxxx’x (in each case, after giving effect to any Indebtedness drawn from Parent’s Multicurrency Revolving and Swingline Facilities Agreement, dated December 12, 2014, or to be incurred by Parent or any of its subsidiaries or the Company or any of its subsidiaries in connection with the Merger, the other transaction contemplated by this Agreement and the Pending Parent Transaction); (iv) declare, set aside, make or pay any dividend or other distribution, whether payable in cash, stock, property or otherwise, in respect of Equity Interests of Parent or any non-wholly owned subsidiary of Parent; provided, that Parent may continue the declaration and payment of regular semi-annual cash dividends on the Parent Ordinary Shares and Parent ADSs consistent with past practices, not to exceed $0.6650 per Parent ADS (or its equivalent value in British Pounds per share) for each semi-annual dividend on Parent Ordinary Shares, with record and payment dates for such dividends consistent with past record and payment dates; provided, that in connection with the permitted dividends described in the prior sentence, Parent may continue the declaration and payment of dividends pursuant to its income access share arrangements in effect prior to the date hereof consistent with the amounts otherwise permitted by this clause (iv); (v) make any material changes in financial accounting methods, principles or practices (or change an annual accounting period), except insofar as may be required by GAAP, applicable Law or regulatory guidelines; (vi) to the extent such action would be reasonably likely to materially affect Parent and its subsidiaries, taken as a whole, (A) make, change or revoke any Tax election or adopt or change any method of Tax accounting, (B) enter into any “closing agreement” as described in Section 7121 of the Code (or any comparable or similar provisions of applicable Law), settle or compromise any liability with respect to Taxes or surrender any claim for a refund of Taxes, (C) file any amended Tax Return, or (D) consent to any extension or waiver of the limitations period applicable to any claim or assessment in respect of Taxes; (vii) forgive any loans to any officers, employees or directors of Parent or its subsidiaries, or any of their respective affiliates, except in the ordinary course of business consistent with past practice in connection with relocation activities to any employees of Parent or its subsidiaries; or (viii) authorize any of, or commit, resolve, or agree in writing or otherwise to take any of, the foregoing actions.

Conduct of Parent Business. During the period (a) Parent covenants and agrees as to itself and its subsidiaries that, from the date hereof to of this Agreement until the Closingearlier of the Effective Time and termination of this Agreement in accordance with Section 8.1, except (i) as otherwise expressly contemplated required or specifically permitted by any other provision (including Section 5.2(b)) of this Agreement, the Parent Redemption Agreement, the TWE Redemption Agreement, the Exchange Agreement, Agreement (or as set forth on Schedule 5.3 in Section 5.2 of the Buyer Parent Disclosure Schedule Letter), (ii) as required by applicable Law or as Seller otherwise agrees in writing in advance(iii) with the Company’s written consent (such consent not to be unreasonably withheld, Buyer shallconditioned or delayed), and shall cause Parent and its Subsidiaries tosubsidiaries shall conduct their business in the ordinary course of business consistent with past practice in all material respects and, to the extent consistent therewith, use commercially their reasonable best efforts to preserve intact the Parent Business Parent’s assets and business organization and maintain its relationship existing relations and goodwill with its material customers, suppliers, creditors distributors, regulators and key employees business partners. (it being understood that no increases in any compensation b) Except as required or any incentive compensation or similar compensation shall be required in respect thereof except to the extent such increase is required in the Ordinary Course of Business). Without limiting the generality of the foregoing, during the period from the date hereof to the Closing, except as otherwise contemplated specifically permitted by this Agreement or any Ancillary Agreement or as Seller shall otherwise consent (which consent shall not be unreasonably withheld and, provided, that Seller shall respond as soon as reasonably practicable but in no event later than five Business Days following receipt of Buyer’s written request for such response) or as set forth in the applicable sections of Schedule 5.3 Section 5.2 of the Buyer Parent Disclosure ScheduleLetter or as required by applicable Law, Buyer from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement in accordance with Section 8.1, unless the Company otherwise consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), neither Parent, Sub, nor any of their direct or indirect subsidiaries shall not, and shall cause Parent and each its Subsidiaries not to: (a) sell, lease, license, transfer or dispose may take any of any Assets the following actions (it being understood and agreed that for purposes if any action is permitted by any of this the following subsections pursuant to an express exclusion from conduct that would otherwise be prohibited, such action shall be permitted under Section 5.3(a5.2(a), Assets do not include Equity Securities of Parent or cash or cash equivalents) for consideration not consisting primarily of Systems other than ): (i) in the Ordinary Course of Business, (ii) pursuant to the Friendco Transaction or (iii) Assets which, in the aggregate, the fair market value of the total consideration therefor would not exceed the amount specified on Schedule 5.3(a)(iii) of the Buyer Disclosure Schedule; (b) declare, set aside or pay any dividend or distribution on any shares of Parent Capital Stock or other Equity Security in Parent or any of its Subsidiaries other than dividends or distributions by any Subsidiary of Parent to Parent or another Subsidiary of Parent; (c) enter into any transaction (other than pursuant to any Contract in effect as of the date hereof) having the intended effect of benefiting any Affiliate of Parent (other than any Subsidiary of Parent) at the expense of Parent or any Subsidiary of Parent in a manner that would deprive Parent or any such Subsidiary of the benefit they would otherwise have obtained if the transaction were to have been effected on terms that were on an arm’s length basis or any transaction that does not satisfy the requirements of Article VI of amend Parent’s bylawsor Sub’s memorandum of association, as in effect as articles of the date hereof; (d) except pursuant to Section 5.4association, amend the certificate of incorporation, bylaws bylaws, or other similar organizational documents or the Deposit Agreement, other than (a) with respect to the Deposit Agreement, solely in order to implement the transactions contemplated by this Agreement in accordance with the terms hereof, or (b) as required to increase any borrowing limit prescribed by, or provided for in, Parent’s articles of Parent in a manner adverse to Seller or its stakeholdersassociation; (eii) (A) issue any shares of Parent Capital Stock capital stock of any class or any other Equity Securities Interest of Parent other than (i) Equity Securities issued following the date hereof on arm’s-length terms for consideration determined in good faith by Parent’s board of directors or any committee thereof to be fair, including, subject to Section 5.3(c), Equity Securities issued to TWX or any of its Affiliates (other than Parent or its wholly owned Subsidiaries), and (ii) Equity Securities issued following the date hereof pursuant to employee option or restricted stock programs approved by Parent’s board of directors or the compensation committee thereof; provided, however, that Equity Securities issued pursuant to clause (ii) of this sentence shall not exceed the Permitted Parent Incentive Awards; provided, however, that such limitation shall not apply to any Equity Securities issued as contemplated by clause (ii)(B) of the definition of “Fully Diluted Basis”; (f) settle any claims, actions, arbitrations, disputes or other proceedings not involving a Government Entity that would result in Parent or any of its Affiliates being enjoined in any respect material to the Transaction; or (g) authorize or enter into any agreement or commitment with respect to any of the foregoing; provided, however, that, except in respect of Sections 5.3(c) and 5.3(d), the foregoing limitations shall not restrict transactions solely among or between Parent and any of its direct or indirect Subsidiaries.subsidiaries (the “Parent Securities”), or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any Parent Securities, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any Parent Securities, in each case to or in favor of a person other than Parent or a direct or indirect wholly owned subsidiary of Parent or issue equity awards (except for equity awards to directors, officers, employees and consultants in the ordinary course of business), provided that Parent may issue or deliver (1) Parent Securities upon the exercise or settlement of equity awards of Parent,

Conduct of Parent Business. During the period from Parent covenants and agrees that, between the date hereof to of this Agreement and the ClosingEffective Time, except as otherwise expressly contemplated by this Agreement, (i) with the Parent Redemption Agreement, the TWE Redemption Agreement, the Exchange Agreement, as set forth on Schedule 5.3 prior written consent of the Buyer Disclosure Schedule Company, which may not be unreasonably withheld, delayed or conditioned, (ii) as Seller otherwise agrees in writing in advance, Buyer shall, and shall cause Parent and its Subsidiaries to, use commercially reasonable efforts to preserve intact the Parent Business and its relationship with its material customers, suppliers, creditors and key employees (it being understood that no increases in any compensation or any incentive compensation or similar compensation shall be required in respect thereof except to the extent such increase is required in the Ordinary Course of Business). Without limiting the generality of the foregoing, during the period from the date hereof to the Closing, except as otherwise contemplated by this Agreement or any Ancillary Agreement or as Seller shall otherwise consent (which consent shall not be unreasonably withheld and, provided, that Seller shall respond as soon as reasonably practicable but in no event later than five Business Days following receipt of Buyer’s written request for such response) or as set forth in the applicable sections of Schedule 5.3 by Section 4.2 of the Buyer Disclosure Schedule, Buyer Parent Schedule hereto or (iii) for transactions between or among Parent and its subsidiaries: (a) Parent shall not, and shall cause Parent and each not permit its Subsidiaries not subsidiaries to: (a) sell, leaseacquire, licenseby merging or consolidating with, transfer or dispose by purchasing an equity interest in or the assets of or by any other manner, any business or corporation, partnership or other business organization or division thereof, or otherwise acquire any assets of any Assets other entity (it being understood that for purposes of this Section 5.3(a), Assets do not include Equity Securities of Parent or cash or cash equivalents) for consideration not consisting primarily of Systems other than (i) the purchase of assets from suppliers, clients or vendors in the Ordinary Course ordinary course of Business, (iibusiness and consistent with past practice) pursuant if such transaction would reasonably be expected to prevent or materially delay the Friendco Transaction or (iii) Assets which, in the aggregate, the fair market value consummation of the total consideration therefor would not exceed the amount specified on Schedule 5.3(a)(iii) of the Buyer Disclosure ScheduleMerger; (b) Parent shall not, and shall not permit its subsidiaries to, adopt or propose to adopt any amendments to its charter documents which would reasonably be expected to prevent or materially delay the consummation of the Merger or disproportionately adversely affect a holder of Shares relative to a holder of Parent Common Stock; (c) Parent shall not split, combine or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution on (whether in cash, stock or property or any shares combination thereof) in respect of its capital stock or otherwise make any payments to stockholders in their capacity as such except for purchases of Parent Capital Common Stock or other Equity Security in Parent or any of its Subsidiaries other than dividends or distributions by any Subsidiary of Parent to Parent or another Subsidiary of Parent; (c) enter into any transaction (other than pursuant to any Contract in effect as of the date hereof) having the intended effect of benefiting any Affiliate of Parent (other than any Subsidiary of Parent) at the expense of Parent or any Subsidiary of Parent in a manner that would deprive Parent or any such Subsidiary of the benefit they would otherwise have obtained if the transaction were to have been effected on terms that were on an arm’s length basis or any transaction that does not satisfy the requirements of Article VI of Parent’s bylaws, as in effect as of the date hereofstock repurchase plans; (d) except pursuant to Section 5.4Parent shall not adopt a plan of complete or partial liquidation, amend the certificate of incorporationdissolution, bylaws restructuring, recapitalization or other organizational documents reorganization of Parent in a manner adverse to Seller or its stakeholdersMerger Sub; (e) issue Parent shall not, and shall not permit its subsidiaries to, take or omit to take any shares of Parent Capital Stock action that would reasonably be expected to, individually or other Equity Securities of Parent other than (i) Equity Securities issued following in the date hereof on arm’s-length terms for consideration determined aggregate, result in good faith by Parent’s board of directors or any committee thereof to be fair, including, subject to Section 5.3(c), Equity Securities issued to TWX or any of its Affiliates (other than Parent the conditions to the Merger set forth in Article VI not being satisfied or its wholly owned Subsidiaries), and (ii) Equity Securities issued following the date hereof pursuant to employee option or restricted stock programs approved by Parent’s board satisfaction of directors or the compensation committee thereof; provided, however, that Equity Securities issued pursuant to clause (ii) those conditions being materially delayed in violation of any provision of this sentence shall not exceed the Permitted Parent Incentive AwardsAgreement; provided, however, that such limitation shall not apply to any Equity Securities issued as contemplated by clause (ii)(B) of the definition of “Fully Diluted Basis”;and (f) settle any claims, actions, arbitrations, disputes Parent shall not and shall not permit its subsidiaries (as applicable) to agree or other proceedings not involving a Government Entity that would result in Parent or any of its Affiliates being enjoined in any respect material formally commit to the Transaction; or (g) authorize or enter into any agreement or commitment with respect to do any of the foregoing; provided, however, that, except in respect of Sections 5.3(c) and 5.3(d), the foregoing limitations shall not restrict transactions solely among or between Parent and any of its direct or indirect Subsidiaries.

Conduct of Parent Business. During the period from Parent covenants and agrees that, between the date hereof to of this Agreement and the Closingearlier of the Effective Time and the termination of this Agreement in accordance with its terms, except as otherwise expressly contemplated by this Agreement, (i) with the Parent Redemption Agreement, the TWE Redemption Agreement, the Exchange Agreement, as set forth on Schedule 5.3 prior written consent of the Buyer Disclosure Schedule ATN Special Committee, which consent may not be unreasonably withheld, delayed or conditioned, (ii) as Seller otherwise agrees in writing in advance, Buyer shall, and shall cause Parent and its Subsidiaries to, use commercially reasonable efforts to preserve intact the Parent Business and its relationship with its material customers, suppliers, creditors and key employees (it being understood that no increases in any compensation or any incentive compensation or similar compensation shall be required in respect thereof except to the extent such increase is required in the Ordinary Course of Business). Without limiting the generality of the foregoing, during the period from the date hereof to the Closing, except as otherwise contemplated by this Agreement or any Ancillary Agreement by the Disclosure Schedules, (iii) for transactions between or as Seller shall otherwise consent among Parent and its wholly-owned Section 6.2 Subsidiaries, (which consent shall not be unreasonably withheld and, provided, that Seller shall respond as soon as reasonably practicable but in no event later than five Business Days following receipt of Buyer’s written request for such responseiv) or as set forth in the applicable sections of Schedule 5.3 Section 6.2 of the Buyer Parent Disclosure Schedule or (v) as may be required under applicable Law: (a) the respective businesses of Parent and its Section 6.2 Subsidiaries shall be conducted in the ordinary course and in a manner consistent with past practice, in each case in all material respects; (b) except (i) as set forth on Section 6.2 of the Parent Disclosure Schedule, Buyer (ii) for normal operating expenses incurred in the ordinary course of business consistent with past practice of not more than $1 million per month or $9 million in the aggregate, (iii) for costs and expenses associated with this Agreement and the consummation of the transactions contemplated hereby or (iv) as permitted by any other provision of this Section 6.2, Parent shall not make any expenditures; (c) except as set forth on Section 6.2 of the Parent Disclosure Schedule, Parent shall not, and shall cause Parent and each not permit any of its Section 6.2 Subsidiaries not to: (a) sell, leaseacquire, licenseby merging or consolidating with, transfer or dispose by purchasing an equity interest in or the assets of or by any other manner, any business or corporation, partnership or other business organization or division thereof, or otherwise acquire any assets of any Assets other entity (it being understood that for purposes of this Section 5.3(a), Assets do not include Equity Securities of Parent or cash or cash equivalents) for consideration not consisting primarily of Systems other than (i) the purchase of assets from suppliers, clients or vendors in the Ordinary Course ordinary course of Business, (ii) pursuant to the Friendco Transaction or (iii) Assets which, in the aggregate, the fair market value of the total consideration therefor would not exceed the amount specified on Schedule 5.3(a)(iii) of the Buyer Disclosure Schedulebusiness and consistent with past practice); (bd) except as set forth on Section 6.2 of the Parent Disclosure Schedule, Parent shall not make any capital contribution, acquire any securities of any of its Subsidiaries for cash or incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become voluntarily responsible for, the obligations of any Person, or make any loans or advances, other than intercompany payables owed to Parent relating to services rendered or benefits provided by Parent for a Subsidiary in the ordinary course consistent with past practice; (e) Parent shall not, and shall not permit its Section 6.2 Subsidiaries to, adopt or propose to adopt any amendments to its charter documents; (f) Parent shall not issue (except in accordance with the terms of securities outstanding on the date hereof or any existing employee ownership or benefit plan or other contractual obligation), split, combine or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution on any shares of Parent Capital Stock (whether in cash, stock or other Equity Security in Parent property or any combination thereof) in respect of its Subsidiaries other than dividends capital stock or distributions by otherwise make any Subsidiary of Parent payments to Parent or another Subsidiary of Parentstockholders in their capacity as such; (c) enter into any transaction (other than pursuant to any Contract in effect as of the date hereof) having the intended effect of benefiting any Affiliate of Parent (other than any Subsidiary of Parent) at the expense of Parent or any Subsidiary of Parent in a manner that would deprive Parent or any such Subsidiary of the benefit they would otherwise have obtained if the transaction were to have been effected on terms that were on an arm’s length basis or any transaction that does not satisfy the requirements of Article VI of Parent’s bylaws, as in effect as of the date hereof; (d) except pursuant to Section 5.4, amend the certificate of incorporation, bylaws or other organizational documents of Parent in a manner adverse to Seller or its stakeholders; (e) issue any shares of Parent Capital Stock or other Equity Securities of Parent other than (i) Equity Securities issued following the date hereof on arm’s-length terms for consideration determined in good faith by Parent’s board of directors or any committee thereof to be fair, including, subject to Section 5.3(c), Equity Securities issued to TWX or any of its Affiliates (other than Parent or its wholly owned Subsidiaries), and (ii) Equity Securities issued following the date hereof pursuant to employee option or restricted stock programs approved by Parent’s board of directors or the compensation committee thereof; provided, however, that Equity Securities issued pursuant to clause (ii) of this sentence shall not exceed the Permitted Parent Incentive Awards; provided, however, that such limitation shall not apply to any Equity Securities issued as contemplated by clause (ii)(B) of the definition of “Fully Diluted Basis”; (f) settle any claims, actions, arbitrations, disputes or other proceedings not involving a Government Entity that would result in Parent or any of its Affiliates being enjoined in any respect material to the Transaction; or (g) authorize Parent shall not, and shall not permit any of its Section 6.2 Subsidiaries to, adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of such entity; (h) Parent shall not, and shall not permit any of its Section 6.2 Subsidiaries to, change its methods of accounting (other than Tax accounting, which shall be governed by clause (i) below), except in accordance with changes in GAAP as concurred to by Parent’s independent auditors; (i) Parent shall not, and shall not permit any of its Section 6.2 Subsidiaries to, enter into any closing agreement or commitment with respect to material Taxes, settle or compromise any material liability for Taxes, revoke, change or make any new material Tax election, agree to any adjustment of any material Tax attribute, file or surrender any claim for a material refund of Taxes, execute or consent to any waivers extending the statutory period of limitations with respect to the collection or assessment of material Taxes, file any material amended Tax Return or obtain any material Tax ruling; and (j) Parent shall not, and shall not permit its Section 6.2 Subsidiaries (as applicable) to, agree or formally commit to do any of the foregoing; provided, however, that, except in respect of Sections 5.3(c) and 5.3(d), the foregoing limitations shall not restrict transactions solely among or between Parent and any of its direct or indirect Subsidiaries.;

Conduct of Parent Business. During the period from the date hereof Pre-Closing Period, Parent agrees, except to the Closingextent that Company consents in writing (such consent not to be unreasonably withheld, except conditioned or delayed), as otherwise set forth on Part 4.02 of the Company Disclosure Schedule, as expressly permitted by this Agreement, in connection with the Spin-Off (effected in compliance with the provisions of Section 5.29), in connection with the implementation of any alternative structures resulting in only the pre-Effective Time Parent shareholders of record receiving any interest in the Spin-Off (to the extent the Spin-Off is not consummated prior to, or concurrently with, the Effective Time) or by applicable Legal Requirements, to carry on its business in accordance with good commercial practice and to carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted, to pay its debts and Taxes when due subject to good faith disputes over such debts or Taxes, to pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, preserve its relationships with key customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, without limiting the foregoing, other than as set forth on Part 4.02 of the Company Disclosure Schedule or as expressly contemplated by this Agreement, without obtaining the Parent Redemption Agreementwritten consent of Company, the TWE Redemption Agreementwhich shall not be unreasonably withheld, the Exchange Agreementconditioned or delayed (and in which event, as set forth on Schedule 5.3 of the Buyer Disclosure Schedule or as Seller otherwise agrees if Company has not objected in writing in advanceto any request for consent within 3 calendar days of its receipt thereof, Buyer shallsuch consent shall be deemed irrevocably granted), Parent will not, and shall cause Parent and will not permit its Subsidiaries to, use commercially reasonable efforts to preserve intact the Parent Business and its relationship with its material customers, suppliers, creditors and key employees (it being understood that no increases in do any compensation or any incentive compensation or similar compensation shall be required in respect thereof except to the extent such increase is required in the Ordinary Course of Business). Without limiting the generality of the foregoing, during the period from the date hereof to the Closing, except as otherwise contemplated by this Agreement or any Ancillary Agreement or as Seller shall otherwise consent (which consent shall not be unreasonably withheld and, provided, that Seller shall respond as soon as reasonably practicable but in no event later than five Business Days following receipt of Buyer’s written request for such response) or as set forth in the applicable sections of Schedule 5.3 of the Buyer Disclosure Schedule, Buyer shall not, and shall cause Parent and each its Subsidiaries not tofollowing: (a) except for the Parent Charter Amendment, amend or otherwise change its certificate of incorporation or bylaws, or otherwise alter its corporate structure through merger, liquidation, reorganization or otherwise, or form any subsidiary; (b) issue, sell, leasepledge, license, transfer or dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of, any Assets shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock, or any other ownership interest (it being understood that for purposes of this Section 5.3(aincluding, without limitation, any phantom interest), Assets do not include Equity Securities other than the issuance of shares of common stock issuable pursuant to employee stock options under currently existing employee stock option plans or pursuant to currently outstanding warrants, as the case may be, which options, warrants or rights, as the case may be, are outstanding on the date hereof) to the extent such issuances comply with all applicable Legal Requirements; (c) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of Parent Capital Stock; (d) incur any Indebtedness or cash sell, pledge, dispose of or cash equivalents) create an Encumbrance over any assets (except for consideration not consisting primarily of Systems other than (i) sales of assets in the Ordinary Course ordinary course of Businessbusiness and in a manner consistent with past practice, and (ii) pursuant to dispositions of obsolete or worthless assets); (e) accelerate, amend or change the Friendco Transaction period (or permit any acceleration, amendment or change) of exercisability of options or warrants or authorize cash payments in exchange for any options, except as may be required under any Parent Stock Option Plan, Contract or this Agreement or as may be required by applicable Legal Requirements; (f) except for the Cash Dividend , (i) declare, set aside, make or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any of its capital stock; (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) Assets whichamend the terms of, repurchase, redeem or otherwise acquire, or permit any Subsidiary to repurchase, redeem or otherwise acquire, any of its securities or any securities of its Subsidiaries (except pursuant to any Contract to which an Acquiring Company is a party as of the date of this Agreement), or propose to do any of the foregoing; (g) sell, assign, transfer, license, sublicense or otherwise dispose of any Parent IP Rights (other than non-exclusive licenses in the ordinary course of business consistent with past practice); (i) acquire (by merger, consolidation, or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or any other material property or assets, or allow any material property or assets to become subject to any Encumbrance; (ii) other than with respect to the Yardley Lease, enter into or amend any material terms of any Parent Contract (other than solely to decrease any payment obligation of the Acquiring Company) or grant any release or relinquishment of any material rights under any Parent Contract, with new obligations or losses of rights in excess of $50,000 in the aggregate; (iii) authorize any capital expenditures or purchase of fixed assets which are, in the aggregate, in excess of $50,000, taken as a whole; or (iv) other than with respect to the fair market value Yardley Lease, enter into or amend any contract, agreement, commitment or arrangement to effect any of the total consideration therefor would not exceed the amount specified on Schedule 5.3(a)(iii) of the Buyer Disclosure Schedulematters prohibited by this Section 4.02(h); (bi) declareforgive any loans to any Person, set aside including its employees, officers, directors or pay any dividend or distribution on any shares of Parent Capital Stock or other Equity Security in Parent or any of its Subsidiaries other than dividends or distributions by any Subsidiary of Parent to Parent or another Subsidiary of ParentAffiliates; (cj) (i) increase the wages, salary, commissions, fringe benefits or other compensation or remuneration payable or to become payable to its directors, officers, employees or consultants; (ii) grant any severance or termination pay to, or enter into or amend any employment or severance agreement with, any director, officer, employee or consultant; (iii) establish, adopt, enter into, or amend any Employee Benefit Plan, except, in each of the subsections (i) – (iii) for bonus awards in the ordinary course of business consistent with past practice or bonus awards contingent upon the completion of the Transactions or payments, including any severance, termination or change of control payments, in compliance with any such agreements or plans existing as of the date of this Agreement and the plans, agreements or terms of which were made available to the Company prior to the date hereof, or except as required by Legal Requirements; (k) hire any directors, officers, employees or consultants or terminate any directors or officers, except in each case, in the ordinary course of business and in a manner consistent with past practice; (l) take any action, other than as required by applicable Legal Requirements or GAAP, to change accounting policies or procedures; (m) make or change any material Tax election inconsistent with past practices, adopt or change any Tax accounting method, or settle or compromise any material federal, state, local or foreign Tax liability or agree to an extension of a statute of limitations for any assessment of any Tax; (n) pay, discharge, satisfy, modify or renegotiate any claims or Liabilities, other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the financial statements of Company, or payments, discharges or satisfactions made in the ordinary course of business and consistent with past practice; (o) enter into any transaction material partnership arrangements, joint development agreements or strategic alliances; (p) accelerate the collection of, or otherwise modify Parent’s customary accounting or treatment of, any receivables outside the ordinary course of business consistent with past practice, (q) initiate any litigation, action, suit, proceeding, claim or arbitration or settle or agree to settle any litigation, action, suit, proceeding, claim or arbitration, in each case where Parent is claiming, or would be reasonably likely to receive or become obligated for a liability, of more than $100,000 individually; (r) dispose of any assets or otherwise take any actions other than pursuant in the ordinary course of business consistent with past practice; (s) take any action that would cause the representation in Section 3.20 to become inaccurate; (t) other than with respect to the Yardley Lease (provided, that, the Company has a reasonable opportunity to review and consent to any modification with respect to the Yardley Lease), enter into or amend or modify any Parent Contract or any lease with respect to material real estate or any other Contract or lease that, if in effect as of the date hereof) having the intended effect of benefiting any Affiliate of hereof would constitute a Parent (other than any Subsidiary of Parent) at the expense of Parent Contract or any Subsidiary of Parent in a manner that would deprive Parent or any such Subsidiary of the benefit they would otherwise have obtained if the transaction were lease with respect to have been effected on terms that were on an arm’s length basis or any transaction that does not satisfy the requirements of Article VI of Parent’s bylaws, as in effect as of the date hereof; (d) except pursuant to Section 5.4, amend the certificate of incorporation, bylaws or other organizational documents of Parent in a manner adverse to Seller or its stakeholders; (e) issue any shares of Parent Capital Stock or other Equity Securities of Parent other than (i) Equity Securities issued following the date hereof on arm’s-length terms for consideration determined in good faith by Parent’s board of directors or any committee thereof to be fair, including, subject to Section 5.3(c), Equity Securities issued to TWX or any of its Affiliates (other than Parent or its wholly owned Subsidiaries), and (ii) Equity Securities issued following the date hereof pursuant to employee option or restricted stock programs approved by Parent’s board of directors or the compensation committee thereof; provided, however, that Equity Securities issued pursuant to clause (ii) of this sentence shall not exceed the Permitted Parent Incentive Awards; provided, however, that such limitation shall not apply to any Equity Securities issued as contemplated by clause (ii)(B) of the definition of “Fully Diluted Basis”; (f) settle any claims, actions, arbitrations, disputes or other proceedings not involving a Government Entity that would result in Parent or any of its Affiliates being enjoined in any respect material to the Transactionreal estate hereunder; or (gu) authorize except to the extent expressly permitted by this Agreement, take any action that is intended or enter into any agreement that would reasonably be expected to, individually or commitment with respect in the aggregate, prevent, materially delay, or materially impede the consummation of the Merger, or the other Transactions; (v) take, or agree in writing or otherwise to take, any of the foregoing; provided, however, that, except actions described in respect of Sections 5.3(c4.02(a) and 5.3(d), the foregoing limitations shall not restrict transactions solely among or between Parent and any of its direct or indirect Subsidiariesthrough 4.02(u) above.

Conduct of Parent Business. During the period from Parent covenants and agrees that, between the date hereof to of this Agreement and the Closingearlier of the Effective Time and the termination of this Agreement in accordance with its terms, except as otherwise expressly contemplated by this Agreement, (i) with the Parent Redemption Agreement, the TWE Redemption Agreement, the Exchange Agreement, as set forth on Schedule 5.3 prior written consent of the Buyer Disclosure Schedule ATN Special Committee, which consent may not be unreasonably withheld, delayed or conditioned, (ii) as Seller otherwise agrees in writing in advance, Buyer shall, and shall cause Parent and its Subsidiaries to, use commercially reasonable efforts to preserve intact the Parent Business and its relationship with its material customers, suppliers, creditors and key employees (it being understood that no increases in any compensation or any incentive compensation or similar compensation shall be required in respect thereof except to the extent such increase is required in the Ordinary Course of Business). Without limiting the generality of the foregoing, during the period from the date hereof to the Closing, except as otherwise contemplated by this Agreement or any Ancillary Agreement by the Disclosure Schedules, (iii) for transactions between or as Seller shall otherwise consent among Parent and its wholly-owned Section 6.2 Subsidiaries, (which consent shall not be unreasonably withheld and, provided, that Seller shall respond as soon as reasonably practicable but in no event later than five Business Days following receipt of Buyer’s written request for such responseiv) or as set forth in the applicable sections of Schedule 5.3 Section 6.2 of the Buyer Parent Disclosure Schedule or (v) as may be required under applicable Law: (a) the respective businesses of Parent and its Section 6.2 Subsidiaries shall be conducted in the ordinary course and in a manner consistent with past practice, in each case in all material respects; (b) except (i) as set forth on Section 6.2 of the Parent Disclosure Schedule, Buyer (ii) for normal operating expenses incurred in the ordinary course of business consistent with past practice of not more than $1 million per month or $9 million in the aggregate, (iii) for costs and expenses associated with this Agreement and the consummation of the transactions contemplated hereby or (iv) as permitted by any other provision of this Section 6.2, Parent shall not make any expenditures; (c) except as set forth on Section 6.2 of the Parent Disclosure Schedule, Parent shall not, and shall cause Parent and each not permit any of its Section 6.2 Subsidiaries not to: (a) sell, leaseacquire, licenseby merging or consolidating with, transfer or dispose by purchasing an equity interest in or the assets of or by any other manner, any business or corporation, partnership or other business organization or division thereof, or otherwise acquire any assets of any Assets other entity (it being understood that for purposes of this Section 5.3(a), Assets do not include Equity Securities of Parent or cash or cash equivalents) for consideration not consisting primarily of Systems other than (i) the purchase of assets from suppliers, clients or vendors in the Ordinary Course ordinary course of Business, (ii) pursuant to the Friendco Transaction or (iii) Assets which, in the aggregate, the fair market value of the total consideration therefor would not exceed the amount specified on Schedule 5.3(a)(iii) of the Buyer Disclosure Schedulebusiness and consistent with past practice); (bd) except as set forth on Section 6.2 of the Parent Disclosure Schedule, Parent shall not make any capital contribution, acquire any securities of any of its Subsidiaries for cash or incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become voluntarily responsible for, the obligations of any Person, or make any loans or advances, other than intercompany payables owed to Parent relating to services rendered or benefits provided by Parent for a Subsidiary in the ordinary course consistent with past practice; (e) Parent shall not, and shall not permit its Section 6.2 Subsidiaries to, adopt or propose to adopt any amendments to its charter documents; (f) Parent shall not issue (except in accordance with the terms of securities outstanding on the date hereof or any existing employee ownership or benefit plan or other contractual obligation), split, combine or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution on any shares of Parent Capital Stock (whether in cash, stock or other Equity Security in Parent property or any combination thereof) in respect of its Subsidiaries other than dividends capital stock or distributions by otherwise make any Subsidiary of Parent payments to Parent or another Subsidiary of Parentstockholders in their capacity as such; (c) enter into any transaction (other than pursuant to any Contract in effect as of the date hereof) having the intended effect of benefiting any Affiliate of Parent (other than any Subsidiary of Parent) at the expense of Parent or any Subsidiary of Parent in a manner that would deprive Parent or any such Subsidiary of the benefit they would otherwise have obtained if the transaction were to have been effected on terms that were on an arm’s length basis or any transaction that does not satisfy the requirements of Article VI of Parent’s bylaws, as in effect as of the date hereof; (d) except pursuant to Section 5.4, amend the certificate of incorporation, bylaws or other organizational documents of Parent in a manner adverse to Seller or its stakeholders; (e) issue any shares of Parent Capital Stock or other Equity Securities of Parent other than (i) Equity Securities issued following the date hereof on arm’s-length terms for consideration determined in good faith by Parent’s board of directors or any committee thereof to be fair, including, subject to Section 5.3(c), Equity Securities issued to TWX or any of its Affiliates (other than Parent or its wholly owned Subsidiaries), and (ii) Equity Securities issued following the date hereof pursuant to employee option or restricted stock programs approved by Parent’s board of directors or the compensation committee thereof; provided, however, that Equity Securities issued pursuant to clause (ii) of this sentence shall not exceed the Permitted Parent Incentive Awards; provided, however, that such limitation shall not apply to any Equity Securities issued as contemplated by clause (ii)(B) of the definition of “Fully Diluted Basis”; (f) settle any claims, actions, arbitrations, disputes or other proceedings not involving a Government Entity that would result in Parent or any of its Affiliates being enjoined in any respect material to the Transaction; or (g) authorize Parent shall not, and shall not permit any of its Section 6.2 Subsidiaries to, adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of such entity; (h) Parent shall not, and shall not permit any of its Section 6.2 Subsidiaries to, change its methods of accounting (other than Tax accounting, which shall be governed by clause (i) below), except in accordance with changes in GAAP as concurred to by Parent’s independent auditors; (i) Parent shall not, and shall not permit any of its Section 6.2 Subsidiaries to, enter into any closing agreement or commitment with respect to material Taxes, settle or compromise any material liability for Taxes, revoke, change or make any new material Tax election, agree to any adjustment of any material Tax attribute, file or surrender any claim for a material refund of Taxes, execute or consent to any waivers extending the statutory period of limitations with respect to the collection or assessment of material Taxes, file any material amended Tax Return or obtain any material Tax ruling; and (j) Parent shall not, and shall not permit its Section 6.2 Subsidiaries (as applicable) to, agree or formally commit to do any of the foregoing; provided, however, thatthat for purposes of this Section 6.2, except in Parent’s obligations with respect of Sections 5.3(c) to any Subsidiaries that are not wholly owned shall be subject to, and 5.3(d)limited by, the foregoing limitations shall not restrict transactions solely among contractual and fiduciary duties and obligations of Parent or between Parent and any of its direct Subsidiaries with respect to such non-wholly owned Subsidiaries. “Section 6.2 Subsidiaries” means the Subsidiaries of Parent other than Atlas Pipeline Holdings GP, LLC, Atlas Pipeline Holdings, L.P., Atlas Pipeline Partners GP, LLC, Atlas Pipeline Partners, L.P. or indirect any of their respective Subsidiaries.

Conduct of Parent Business. During the period from the date hereof to the Closing, except as otherwise expressly contemplated by this Agreement, the Parent Redemption Agreement, the TWE Redemption Agreement, the Exchange Agreement, as set forth on Schedule 5.3 of the Buyer Disclosure Schedule or as Seller otherwise agrees in writing in advance, Buyer shall, and shall cause Parent and its Subsidiaries to, use commercially reasonable efforts to preserve intact the Parent Business and its relationship with its material customers, suppliers, creditors and key employees (it being understood that no increases in any compensation or any incentive compensation or similar compensation shall be required in respect thereof except to the extent such increase is required in the Ordinary Course of Business). Without limiting the generality of the foregoing, during the period from the date hereof to the Closing, except as otherwise contemplated by this Agreement or any Ancillary Agreement or as Seller shall otherwise consent (which consent shall not be unreasonably withheld and, provided, that Seller shall respond as soon as reasonably practicable but in no event later than five Business Days following receipt of Buyer’s 's written request for such response) or as set forth in the applicable sections of Schedule 5.3 of the Buyer Disclosure Schedule, Buyer shall not, and shall cause Parent and each its Subsidiaries not to: (a) sell, lease, license, transfer or dispose of any Assets (it being understood that for purposes of this Section 5.3(a), Assets do not include Equity Securities of Parent or cash or cash equivalents) for consideration not consisting primarily of Systems other than (i) in the Ordinary Course of Business, (ii) pursuant to the Friendco Transaction or (iii) Assets which, in the aggregate, the fair market value of the total consideration therefor would not exceed the amount specified on Schedule 5.3(a)(iii) of the Buyer Disclosure Schedule; (b) declare, set aside or pay any dividend or distribution on any shares of Parent Capital Stock or other Equity Security in Parent or any of its Subsidiaries other than dividends or distributions by any Subsidiary of Parent to Parent or another Subsidiary of Parent; (c) enter into any transaction (other than pursuant to any Contract in effect as of the date hereof) having the intended effect of benefiting any Affiliate of Parent (other than any Subsidiary of Parent) at the expense of Parent or any Subsidiary of Parent in a manner that would deprive Parent or any such Subsidiary of the benefit they would otherwise have obtained if the transaction were to have been effected on terms that were on an arm’s 's length basis or any transaction that does not satisfy the requirements of Article VI of Parent’s 's bylaws, as in effect as of the date hereof; (d) except pursuant to Section 5.4, amend the certificate of incorporation, bylaws or other organizational documents of Parent in a manner adverse to Seller or its stakeholders; (e) issue any shares of Parent Capital Stock or other Equity Securities of Parent other than (i) Equity Securities issued following the date hereof on arm’sarm's-length terms for consideration determined in good faith by Parent’s 's board of directors or any committee thereof to be fair, including, subject to Section 5.3(c), Equity Securities issued to TWX or any of its Affiliates (other than Parent or its wholly owned Subsidiaries), and (ii) Equity Securities issued following the date hereof pursuant to employee option or restricted stock programs approved by Parent’s 's board of directors or the compensation committee thereof; provided, however, that Equity Securities issued pursuant to clause (ii) of this sentence shall not exceed the Permitted Parent Incentive Awards; provided, however, that such limitation shall not apply to any Equity Securities issued as contemplated by clause (ii)(B) of the definition of “"Fully Diluted Basis”"; (f) settle any claims, actions, arbitrations, disputes or other proceedings not involving a Government Entity that would result in Parent or any of its Affiliates being enjoined in any respect material to the Transaction; or (g) authorize or enter into any agreement or commitment with respect to any of the foregoing; provided, however, that, except in respect of Sections 5.3(c) and 5.3(d), the foregoing limitations shall not restrict transactions solely among or between Parent and any of its direct or indirect Subsidiaries.

Conduct of Parent Business. During the period (a) Parent covenants and agrees as to itself and its subsidiaries that, from the date hereof to of this Agreement until the Closingearlier of the Effective Time and termination of this Agreement in accordance with Section 8.1, except (i) as otherwise expressly contemplated required or specifically permitted by any other provision (including Section 5.2(b)) of this Agreement, the Parent Redemption Agreement, the TWE Redemption Agreement, the Exchange Agreement, Agreement (or as set forth on Schedule 5.3 in Section 5.2 of the Buyer Parent Disclosure Schedule Letter), (ii) as required by applicable Law or as Seller otherwise agrees in writing in advance(iii) with the Company's written consent (such consent not to be unreasonably withheld, Buyer shallconditioned or delayed), and shall cause Parent and its Subsidiaries tosubsidiaries shall conduct their business in the ordinary course of business consistent with past practice in all material respects and, to the extent consistent therewith, use commercially their reasonable best efforts to preserve intact the Parent Business Parent's assets and business organization and maintain its relationship existing relations and goodwill with its material customers, suppliers, creditors distributors, regulators and key employees business partners. (it being understood that no increases in any compensation b) Except as required or any incentive compensation or similar compensation shall be required in respect thereof except to the extent such increase is required in the Ordinary Course of Business). Without limiting the generality of the foregoing, during the period from the date hereof to the Closing, except as otherwise contemplated specifically permitted by this Agreement or any Ancillary Agreement or as Seller shall otherwise consent (which consent shall not be unreasonably withheld and, provided, that Seller shall respond as soon as reasonably practicable but in no event later than five Business Days following receipt of Buyer’s written request for such response) or as set forth in the applicable sections of Schedule 5.3 Section 5.2 of the Buyer Parent Disclosure ScheduleLetter or as required by applicable Law, Buyer from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement in accordance with Section 8.1, unless the Company otherwise consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), neither Parent, Sub, nor any of their direct or indirect subsidiaries shall not, and shall cause Parent and each its Subsidiaries not to: (a) sell, lease, license, transfer or dispose may take any of any Assets the following actions (it being understood and agreed that for purposes if any action is permitted by any of this the following subsections pursuant to an express exclusion from conduct that would otherwise be prohibited, such action shall be permitted under Section 5.3(a5.2(a), Assets do not include Equity Securities of Parent or cash or cash equivalents) for consideration not consisting primarily of Systems other than ): (i) in the Ordinary Course amend Parent's or Sub's memorandum of Businessassociation, (ii) pursuant to the Friendco Transaction or (iii) Assets whicharticles of association, in the aggregate, the fair market value of the total consideration therefor would not exceed the amount specified on Schedule 5.3(a)(iii) of the Buyer Disclosure Schedule; (b) declare, set aside or pay any dividend or distribution on any shares of Parent Capital Stock or other Equity Security in Parent or any of its Subsidiaries other than dividends or distributions by any Subsidiary of Parent to Parent or another Subsidiary of Parent; (c) enter into any transaction (other than pursuant to any Contract in effect as of the date hereof) having the intended effect of benefiting any Affiliate of Parent (other than any Subsidiary of Parent) at the expense of Parent or any Subsidiary of Parent in a manner that would deprive Parent or any such Subsidiary of the benefit they would otherwise have obtained if the transaction were to have been effected on terms that were on an arm’s length basis or any transaction that does not satisfy the requirements of Article VI of Parent’s bylaws, as in effect as of the date hereof; (d) except pursuant to Section 5.4, amend the certificate of incorporation, bylaws bylaws, or other similar organizational documents or the Deposit Agreement, other than (a) with respect to the Deposit Agreement, solely in order to implement the transactions contemplated by this Agreement in accordance with the terms hereof, or (b) as required to increase any borrowing limit prescribed by, or provided for in, Parent's articles of Parent in a manner adverse to Seller or its stakeholdersassociation; (eii) (A) issue any shares of Parent Capital Stock capital stock of any class or any other Equity Securities Interest of Parent other than (i) Equity Securities issued following the date hereof on arm’s-length terms for consideration determined in good faith by Parent’s board of directors or any committee thereof to be fair, including, subject to Section 5.3(c), Equity Securities issued to TWX or any of its Affiliates (other than Parent or its wholly owned Subsidiaries), and (ii) Equity Securities issued following the date hereof pursuant to employee option or restricted stock programs approved by Parent’s board of directors or the compensation committee thereof; provided, however, that Equity Securities issued pursuant to clause (ii) of this sentence shall not exceed the Permitted Parent Incentive Awards; provided, however, that such limitation shall not apply to any Equity Securities issued as contemplated by clause (ii)(B) of the definition of “Fully Diluted Basis”; (f) settle any claims, actions, arbitrations, disputes or other proceedings not involving a Government Entity that would result in Parent or any of its Affiliates being enjoined in any respect material to the Transaction; or (g) authorize or enter into any agreement or commitment with respect to any of the foregoing; provided, however, that, except in respect of Sections 5.3(c) and 5.3(d), the foregoing limitations shall not restrict transactions solely among or between Parent and any of its direct or indirect Subsidiariessubsidiaries (the "Parent Securities"), or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any Parent Securities, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any Parent Securities, in each case to or in favor of a person other than Parent or a direct or indirect wholly owned subsidiary of Parent or issue equity awards (except for equity awards to directors, officers, employees and consultants in the ordinary course of business), provided that Parent may issue or deliver (1) Parent Securities upon the exercise or settlement of equity awards of Parent, (2) securities or rights convertible into, exchangeable or exercisable for Parent Securities to the extent the proceeds thereof are used for the refinancing of any Indebtedness of Parent outstanding as of the date of this Agreement or (3) Equity Interests of Parent to the extent Parent in good faith reasonably believes such issuance is reasonably necessary to maintain an investment grade credit rating from either or both of S&P and Xxxxx'x; (B) redeem, purchase or otherwise acquire any outstanding Parent Securities, or any rights, warrants, options, calls, commitments, convertible securities or any other agreements of any character to acquire any Parent Securities, except in connection with the exercise or settlement of equity awards of Parent that are outstanding and in accordance with their terms as of the date of this Agreement; or (C) adjust, split, combine, subdivide or reclassify any Parent Securities; (iii) incur, create, assume or otherwise become liable for any Indebtedness (of the type described in clauses (i) through (iii) of the definition thereof) to the extent any such action would cause Parent to fail to maintain an investment grade credit rating from either or both of S&P and Xxxxx'x (in each case, after giving effect to any Indebtedness drawn from Parent's Multicurrency Revolving and Swingline Facilities Agreement, dated December 12, 2014, or to be incurred by Parent or any of its subsidiaries or the Company or any of its subsidiaries in connection with the Merger, the other transaction contemplated by this Agreement and the Pending Parent Transaction); (iv) declare, set aside, make or pay any dividend or other distribution, whether payable in cash, stock, property or otherwise, in respect of Equity Interests of Parent or any non-wholly owned subsidiary of Parent; provided, that Parent may continue the declaration and payment of regular semi-annual cash dividends on the Parent Ordinary Shares and Parent ADSs consistent with past practices, not to exceed $0.6650 per Parent ADS (or its equivalent value in British Pounds per share) for each semi-annual dividend on Parent Ordinary Shares, with record and payment dates for such dividends consistent with past record and payment dates; provided, that in connection with the permitted dividends described in the prior sentence, Parent may continue the declaration and payment of dividends pursuant to its income access share arrangements in effect prior to the date hereof consistent with the amounts otherwise permitted by this clause (iv); (v) make any material changes in financial accounting methods, principles or practices (or change an annual accounting period), except insofar as may be required by GAAP, applicable Law or regulatory guidelines; (vi) to the extent such action would be reasonably likely to materially affect Parent and its subsidiaries, taken as a whole, (A) make, change or revoke any Tax election or adopt or change any method of Tax accounting, (B) enter into any "closing agreement" as described in Section 7121 of the Code (or any comparable or similar provisions of applicable Law), settle or compromise any liability with respect to Taxes or surrender any claim for a refund of Taxes, (C) file any amended Tax Return, or (D) consent to any extension or waiver of the limitations period applicable to any claim or assessment in respect of Taxes; (vii) forgive any loans to any officers, employees or directors of Parent or its subsidiaries, or any of their respective affiliates, except in the ordinary course of business consistent with past practice in connection with relocation activities to any employees of Parent or its subsidiaries; or (viii) authorize any of, or commit, resolve, or agree in writing or otherwise to take any of, the foregoing actions.