Common use of Conduct of Parent Clause in Contracts

Conduct of Parent. From the date hereof until the Closing Date except as expressly contemplated hereunder, Parent shall conduct its business in the ordinary course consistent with past practice and shall use its reasonable best efforts to (i) preserve intact its present business organization, (ii) maintain in effect all of its foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, (iii) keep available the services of its directors, officers, and key employees, and (iv) maintain relationships with third parties and to keep available the services of their present officers and employees. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement, Parent shall not: (a) amend its certificate of incorporation or bylaws (whether by merger, consolidation or otherwise); (b) split, combine or reclassify any shares of capital stock or other equity securities of Parent or declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of the capital stock or other equity securities of Parent, or redeem, repurchase or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any capital stock or other equity securities of Parent; (c) (i) issue, deliver or sell, or authorize the issuance, delivery or sale of, any capital stock or other equity securities of Parent, or (ii) amend any term of any capital stock or other equity securities of Parent (in each case, whether by merger, consolidation or otherwise); (d) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any assets, securities, properties, or businesses, other than in the ordinary course of business of Parent in a manner that is consistent with past practice; (e) sell, lease or otherwise transfer, or create or incur any Lien on, any assets, securities, properties, or businesses of Parent, other than in the ordinary course of business consistent with past practice; (f) make any loans, advances or capital contributions to, or investments in, any other Person; (g) create, incur, assume, suffer to exist or otherwise be liable with respect to any indebtedness for borrowed money or guarantees thereof; (h) enter into any hedging arrangements; (i) enter into any agreement or arrangement that limits or otherwise restricts in any respect Parent, or any successor thereto or that could, after the Closing Date, limit or restrict in any respect Parent, the Company or any of the Company’s Subsidiaries, from engaging or competing in any line of business, in any location or with any Person or, except in the ordinary course of business consistent with past practice, otherwise waive, release or assign any material rights, claims or benefits of Parent; (j) increase compensation, bonus or other benefits payable to any director or officer of Parent; (k) change Parent’s methods of accounting, except as required by concurrent changes in Law or GAAP; (l) settle, or offer or propose to settle, (i) any material litigation, investigation, arbitration, proceeding or other claim involving or against Parent, (ii) any equityholder litigation against Parent or (iii) any litigation, arbitration, proceeding or dispute that relates to the transactions contemplated hereby; (m) make or change any material Tax election, change any annual Tax accounting period, adopt or change any method of Tax accounting, materially amend any Tax Returns or file claims for material Tax refunds, enter any material closing agreement, settle any material Tax claim, audit or assessment, or surrender any right to claim a material Tax refund, offset or other reduction in Tax liability; or (n) agree, resolve or commit to do any of the foregoing.

Conduct of Parent. From the date hereof of this Agreement until the Closing Date Closing, Parent shall, and shall cause Merger Sub to, except as expressly required by this Agreement or any Transaction Document (including as contemplated hereunderby the Private Placements), Parent as required by applicable Law or COVID-19 Measures or as consented to by the Company in writing (which consent shall conduct not be unreasonably conditioned, withheld, delayed or denied), operate its business in the ordinary course and consistent with past practice and shall use its reasonable best efforts to (i) preserve intact its present business organization, (ii) maintain in effect all of its foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, (iii) keep available the services of its directors, officers, and key employees, and (iv) maintain relationships with third parties and to keep available the services of their present officers and employeespractice. Without limiting the generality of the foregoing, except (w) as described in the corresponding subsection of Section 6.1 of the Parent Disclosure Letter, (x) as otherwise expressly required by this Agreement or any Transaction Document (including as contemplated by this Agreementthe Private Placements), (y) as required by applicable Law or COVID-19 Measures or (z) as the Company shall otherwise consent to in writing (which consent shall not be unreasonably withheld, conditioned, delayed or denied), Parent shall notwill not and will not permit its Subsidiaries to: (a) amend its certificate change, modify or amend, or seek any approval from the Parent Stockholders to change, modify or amend, the Parent Trust Agreement, the Parent Organizational Documents or the organizational documents of incorporation or bylaws (whether by mergerMerger Sub, consolidation or otherwise)other than to effectuate the Parent Restated Charter and the Parent Restated Bylaws; (b) split(i) make, combine or reclassify any shares of capital stock or other equity securities of Parent or declare, set aside or pay any dividend dividends on, or make any other distribution (whether in cash, stock or property or any combination thereofproperty) in respect of the any of its outstanding capital stock or other equity securities of Parentinterests; (ii) split, or redeemcombine, repurchase reclassify or otherwise acquire or offer to redeem, repurchase, or otherwise acquire change any of its capital stock or other equity securities interests; or (iii) other than the redemption of any shares of Parent Common Stock required by the Redemption Offer or as otherwise required by Parent’s Organizational Documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any capital stock of, or other equity interests in, Parent; (c) enter into, or permit any of the assets owned or used by it to become bound by, any Contract, other than as expressly required in connection with the Transactions; (d) other than as expressly required by the Sponsor Support Agreement, enter into, renew or amend in any material respect, any transaction or Contract with an Affiliate of Parent or Merger Sub (including, for the avoidance of doubt, (x) the Sponsor and (y) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater); (e) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company or any of the Company’s Subsidiaries or guaranty any debt securities of another Person, other than any Indebtedness for borrowed money or guarantee incurred between Parent and Merger Sub; (f) incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness or otherwise knowingly and purposefully incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any other material liabilities, debts or obligations, other than fees and expenses for professional services incurred in support of the transactions contemplated by this Agreement and the Transaction Documents; (g) make any loans, advances, guarantees or capital contributions to or investments in any Person (other than Merger Sub); (h) make any changes with respect to its accounting policies or procedures, except as required by changes in Law or GAAP; (i) (i) issue, deliver or sell, grant or authorize the issuance, delivery sale or sale of, grant of any shares of capital stock or other equity securities of ParentParent or any of its Subsidiaries or any options, warrants, convertible securities, subscription rights or other similar rights entitling its holder to receive or acquire any shares of capital stock or other securities of Parent or any of its Subsidiaries, other than (A) in connection with the exercise of any Parent Warrants outstanding on the date hereof or (B) the Transactions (including the transactions contemplated by the Subscription Agreements) or (ii) amend amend, modify or waive any term of the terms or rights set forth in any capital stock Parent Warrant or the Parent Warrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein, other equity securities of Parent (in each case, whether by merger, consolidation or otherwise)than pursuant to the Sponsor Support Agreement; (dj) acquire except as contemplated by the Parent Incentive Plan or Parent ESPP, (by merger, consolidation, acquisition of stock i) adopt or assets or otherwise), directly or indirectly, amend any assets, securities, propertiesParent Benefit Plan, or businesses, enter into any employment contract or collective bargaining agreement or (ii) hire any employee or any other than in the ordinary course of business of individual to provide services to Parent in a manner that is consistent with past practiceor its Subsidiaries following Closing; (ek) sell, lease or otherwise transfer, or create or incur any Lien on, any assets, securities, properties, or businesses of Parent, other than except in the ordinary course of business consistent with past practice, file any material amended Tax Return, make, revoke or change any material Tax election, adopt or change any material Tax accounting method or period, enter into any agreement with a Governmental Entity with respect to material Taxes, settle or compromise any examination, audit or other action with a Governmental Entity of or relating to any material Taxes or settle or compromise any claim or assessment by a Governmental Entity in respect of material Taxes, or enter into any Tax sharing or similar agreement (excluding any commercial contract not primarily related to Taxes); (fi) fail to maintain its existence or merge or consolidate with, or purchase any assets or equity securities of, any corporation, partnership, limited liability company, association, joint venture or other entity or organization or any division thereof; or (ii) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Parent or its Subsidiaries; (m) make any capital expenditures; (n) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other Person; (g) create, incur, assume, suffer to exist or otherwise be liable with respect to any indebtedness for borrowed money or guarantees thereof; (ho) enter into any hedging arrangementsnew line of business outside of the business currently conducted by Parent and its Subsidiaries as of the date of this Agreement; (ip) enter into any agreement fail to maintain, cancel or arrangement that limits or otherwise restricts in any respect Parent, or any successor thereto or that could, after the Closing Date, limit or restrict in any respect Parent, the Company or any of the Company’s Subsidiaries, from engaging or competing in any line of businessmaterially change coverage under, in a manner materially detrimental to Parent or Merger Sub, any location insurance policy maintained with respect to Parent or with Merger Sub and their assets and properties; (q) settle any Person orProceeding, except claims not involving Parent Transaction Litigation (which shall be subject to Section 6.12), in the ordinary course of business consistent with past practice, otherwise waive, release or assign any material rights, claims where such settlement is covered by insurance or benefits involves only the payment of Parent; (j) increase compensation, bonus or other benefits payable to any director or officer of Parent; (k) change Parent’s methods of accounting, except as required by concurrent changes monetary damages in Law or GAAP; (l) settle, or offer or propose to settle, (i) any material litigation, investigation, arbitration, proceeding or other claim involving or against Parent, (ii) any equityholder litigation against Parent or (iii) any litigation, arbitration, proceeding or dispute that relates to an amount not more than $250,000 in the transactions contemplated hereby; (m) make or change any material Tax election, change any annual Tax accounting period, adopt or change any method of Tax accounting, materially amend any Tax Returns or file claims for material Tax refunds, enter any material closing agreement, settle any material Tax claim, audit or assessment, or surrender any right to claim a material Tax refund, offset or other reduction in Tax liabilityaggregate; or (nr) agreeenter into any Contract, resolve or commit otherwise become obligated, to do do, or authorize any of the foregoing.

Conduct of Parent. From Except (w) with the date hereof until prior written consent of the Closing Date except as expressly contemplated hereunderCompany (which consent shall not be unreasonably withheld, Parent shall conduct its business in the ordinary course consistent with past practice and shall use its reasonable best efforts to (i) preserve intact its present business organizationconditioned or delayed), (iix) maintain in effect all of its foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, (iii) keep available the services of its directors, officers, and key employees, and (iv) maintain relationships with third parties and to keep available the services of their present officers and employees. Without limiting the generality of the foregoing, except as required or expressly contemplated by this Agreement, (y) as set forth in ‎‎Section 7.01 of the Parent Disclosure Schedule or (z) as required by Applicable Law, from the date hereof until the Effective Time, Parent shall not, and shall cause each of its Subsidiaries not to: (a) amend its certificate Parent’s Notice of incorporation Articles, Amended and Restated Articles or bylaws (whether by mergerother similar organizational documents, consolidation or otherwise)other than in immaterial respects; (b) (i) split, combine combine, subdivide, reduce or reclassify any shares of capital stock or other equity securities of Parent or its capital, (ii) declare, set aside or pay any dividend or other distribution (whether in cash, stock shares or property or any combination thereof) in respect of the capital stock its capital, except for dividends or other equity securities such distributions by any of Parent, its wholly owned Subsidiaries or (iii) redeem, repurchase or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any capital stock Parent Securities or other equity securities of Parentany Parent Subsidiary Securities, except in connection with equity-based compensation granted in the ordinary course; (c) (i) issue, deliver or sell, or authorize the issuance, delivery or sale of, any capital stock Parent Securities or Parent Subsidiary Securities, other equity securities than (i) an issuance, delivery or sale among Parent and any of Parent, its wholly owned Subsidiaries or between any of such wholly owned Subsidiaries or (ii) amend any term of any capital stock or other equity securities of Parent (in each case, whether by merger, consolidation or otherwise)connection with equity-based compensation granted in the ordinary course; (d) acquire adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of Parent (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any assets, securities, properties, or businesses, other than in the ordinary course of business of Parent in a manner that is consistent with past practice; (e) sell, lease or otherwise transfer, or create or incur any Lien on, any assets, securities, properties, or businesses of Parent, other than in the ordinary course of business consistent with past practice; (f) make any loans, advances or capital contributions to, or investments in, any other Person; (g) create, incur, assume, suffer to exist or otherwise be liable with respect to any indebtedness for borrowed money or guarantees thereof; (h) enter into any hedging arrangements; (i) enter into any agreement or arrangement that limits or otherwise restricts in any respect Parent, or any successor thereto or that could, after the Closing Date, limit or restrict in any respect Parent, the Company or any of the Company’s Subsidiaries, from engaging or competing in any line of business, in any location or with any Person or, except in the ordinary course of business consistent with past practice, otherwise waive, release or assign any material rights, claims or benefits of Parent; (j) increase compensation, bonus or other benefits payable to any director or officer of Parent; (k) change Parent’s methods of accounting, except as required by concurrent changes in Law or GAAP; (l) settle, or offer or propose to settle, (i) any material litigation, investigation, arbitration, proceeding or other claim involving or against Parent, (ii) any equityholder litigation against Parent or (iii) any litigation, arbitration, proceeding or dispute that relates to the transactions contemplated hereby; (m) make or change any material Tax election, change any annual Tax accounting period, adopt or change any method of Tax accounting, materially amend any Tax Returns or file claims for material Tax refunds, enter any material closing agreement, settle any material Tax claim, audit or assessment, or surrender any right to claim a material Tax refund, offset or other reduction in Tax liabilityMerger); or (ne) agree, resolve or commit to do any of the foregoing.

Conduct of Parent. From Except with the date hereof until the Closing Date except as expressly contemplated hereunder, Parent shall conduct its business in the ordinary course consistent with past practice and shall use its reasonable best efforts to (i) preserve intact its present business organization, (ii) maintain in effect all of its foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, (iii) keep available the services of its directors, officers, and key employees, and (iv) maintain relationships with third parties and to keep available the services of their present officers and employees. Without limiting the generality prior written consent of the foregoingCompany (which consent shall not be unreasonably withheld, except conditioned or delayed), as expressly contemplated by this Agreement, as set forth in Section 7.01 of the Parent shall notDisclosure Letter or as required by Applicable Law, from the date of this Agreement until the Effective Time, neither Parent, HoldCo or Merger Sub shall: (a) amend its certificate articles of incorporation incorporation, bylaws or bylaws other similar organizational documents (whether by merger, consolidation or otherwise); (b) (i) split, combine or reclassify any shares of capital stock or other equity securities of Parent or shares, (ii) declare, set aside or pay any dividend or other distribution (whether in cash, stock shares or property or any combination thereof) in respect of the capital stock its share capital, other than such dividends or other equity securities of distributions paid at levels approved by Parent, 's shareholders or (iii) redeem, repurchase or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any capital stock Parent Securities or any Parent Subsidiary Securities, other equity securities of Parentthan in connection with any share buyback or similar program approved by the Parent Board; (c) (i) issue, deliver or sell, or authorize the issuance, delivery or sale of, any capital stock Parent Registered Shares, other than the issuance of (A) share options, warrants or other equity securities of Parent, or (ii) amend any term of any capital stock or other equity securities of Parent (in each case, whether by merger, consolidation or otherwise); (d) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any assets, securities, properties, or businesses, other than in the ordinary course of business of Parent in a manner that is consistent with past practice; (e) sell, lease or otherwise transfer, or create or incur any Lien on, any assets, securities, properties, or businesses of Parent, other than compensation arrangements in the ordinary course of business consistent with past practice; practices, (fB) make any loansParent Registered Shares upon the exercise of Parent share options, advances warrants or capital contributions toother equity compensation arrangements that are outstanding on the date of this Agreement or issued in compliance with the preceding clause (A), in each case in accordance with the terms of those options, warrants or investments inother equity compensation arrangements, (C) any Parent Subsidiary Securities to Parent or any other Person; (g) create, incur, assume, suffer to exist or otherwise be liable with respect to any indebtedness for borrowed money or guarantees thereof; (h) enter into any hedging arrangements; (i) enter into any agreement or arrangement that limits or otherwise restricts in any respect Parent, or any successor thereto or that could, after the Closing Date, limit or restrict in any respect Parent, the Company or any Subsidiary of the Company’s Subsidiaries, from engaging or competing in any line of business, in any location or with any Person or, except in the ordinary course of business consistent with past practice, otherwise waive, release or assign any material rights, claims or benefits of Parent; (j) increase compensation, bonus or other benefits payable to any director or officer of Parent; (k) change Parent’s methods of accounting, except as required by concurrent changes in Law or GAAP; (l) settle, or offer or propose to settle, (i) any material litigation, investigation, arbitration, proceeding or other claim involving or against Parent, (iiD) shares upon the conversion, exercise or exchange of the Parent Bonds or any equityholder litigation against Parent portion of the Debt Financing or (iiiE) shares pursuant to any litigationmerger, arbitration, proceeding business combination transaction or dispute that relates to the transactions contemplated hereby; (m) make or change any material Tax election, change any annual Tax accounting period, adopt or change any method of Tax accounting, materially amend any Tax Returns or file claims for material Tax refunds, enter any material closing agreement, settle any material Tax claim, audit or assessment, or surrender any right to claim a material Tax refund, offset or other reduction in Tax liabilitycorporate acquisition; or (nd) agree, resolve or commit to do any of the foregoing.

Conduct of Parent. From the date hereof of this Agreement until the Closing Date Closing, Parent shall, and shall cause Merger Sub to, except as expressly required or permitted by this Agreement or any Transaction Document (including as contemplated hereunderby the Private Placements), Parent as required by applicable Law or COVID-19 Measures or as consented to by the Company in writing (which consent shall conduct not be unreasonably conditioned, withheld, delayed or denied), operate its business in the ordinary course and consistent with past practice and shall use its reasonable best efforts to (i) preserve intact its present business organization, (ii) maintain in effect all of its foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, (iii) keep available the services of its directors, officers, and key employees, and (iv) maintain relationships with third parties and to keep available the services of their present officers and employeespractice. Without limiting the generality of the foregoing, except (w) as described in the corresponding subsection of Section 6.1 of the Parent Disclosure Letter, (x) as otherwise expressly required or permitted by this Agreement or any Transaction Document (including as contemplated by this Agreementthe Private Placements), (y) as required by applicable Law or COVID-19 Measures or (z) as the Company shall otherwise consent to in writing (which consent shall not be unreasonably withheld, conditioned, delayed or denied), Parent shall notwill not and will not permit its Subsidiaries to: (a) amend its certificate change, modify or amend, or seek any approval from the Parent Stockholders to change, modify or amend, the Parent Trust Agreement, the Parent Organizational Documents or the organizational documents of incorporation or bylaws (whether by mergerMerger Sub, consolidation or otherwise)other than to effectuate the Parent Restated Charter and the Parent Restated Bylaws; (b) split(i) make, combine or reclassify any shares of capital stock or other equity securities of Parent or declare, set aside or pay any dividend dividends on, or make any other distribution (whether in cash, stock or property or any combination thereofproperty) in respect of the any of its outstanding capital stock or other equity securities of Parentinterests; (ii) split, or redeemcombine, repurchase reclassify or otherwise acquire or offer to redeem, repurchase, or otherwise acquire change any of its capital stock or other equity securities interests; or (iii) other than the redemption of any shares of Parent Common Stock required by the Redemption Offer or as otherwise required by Parent; (c) (i) issue’s Organizational Documents in order to consummate the Transactions, deliver repurchase, redeem or sellotherwise acquire, or authorize the issuanceoffer to repurchase, delivery redeem or sale ofotherwise acquire, any capital stock of, or other equity securities of Parent, or (ii) amend any term of any capital stock or other equity securities of Parent (in each case, whether by merger, consolidation or otherwise); (d) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any assets, securities, properties, or businesses, other than in the ordinary course of business of Parent in a manner that is consistent with past practice; (e) sell, lease or otherwise transfer, or create or incur any Lien on, any assets, securities, properties, or businesses of Parent, other than in the ordinary course of business consistent with past practice; (f) make any loans, advances or capital contributions to, or investments interests in, any other Person; (g) create, incur, assume, suffer to exist or otherwise be liable with respect to any indebtedness for borrowed money or guarantees thereof; (h) enter into any hedging arrangements; (i) enter into any agreement or arrangement that limits or otherwise restricts in any respect Parent, or any successor thereto or that could, after the Closing Date, limit or restrict in any respect Parent, the Company or any of the Company’s Subsidiaries, from engaging or competing in any line of business, in any location or with any Person or, except in the ordinary course of business consistent with past practice, otherwise waive, release or assign any material rights, claims or benefits of Parent; (j) increase compensation, bonus or other benefits payable to any director or officer of Parent; (k) change Parent’s methods of accounting, except as required by concurrent changes in Law or GAAP; (l) settle, or offer or propose to settle, (i) any material litigation, investigation, arbitration, proceeding or other claim involving or against Parent, (ii) any equityholder litigation against Parent or (iii) any litigation, arbitration, proceeding or dispute that relates to the transactions contemplated hereby; (m) make or change any material Tax election, change any annual Tax accounting period, adopt or change any method of Tax accounting, materially amend any Tax Returns or file claims for material Tax refunds, enter any material closing agreement, settle any material Tax claim, audit or assessment, or surrender any right to claim a material Tax refund, offset or other reduction in Tax liability; or (n) agree, resolve or commit to do any of the foregoing.

Conduct of Parent. From the date hereof until the Closing Date Effective Time and except as expressly contemplated hereunderby this Agreement, as set forth in Section 7.01 of the Parent Disclosure Schedule or as required by Applicable Law, Parent shall, and shall cause each of its Subsidiaries to conduct its business in the ordinary course consistent with past practice and shall use its reasonable best efforts to (i) preserve intact its present business organization, (ii) maintain in effect all of its foreign, federal, state organizations and local licenses, permits, consents, franchises, approvals and authorizations, (iii) keep available the services of its directors, officers, and key employees, and (iv) maintain relationships with third parties Third Parties and to keep available the services of their its present officers and employees. Without limiting the generality of the foregoing, foregoing and except as expressly contemplated by this AgreementAgreement or as required by Applicable Law, without the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned), from the date hereof until the Effective Time Parent shall not, nor shall it permit any of its Subsidiaries to: (a) amend its certificate of incorporation incorporation, bylaws or bylaws other similar organizational documents (whether by merger, consolidation or otherwise); (b) (i) split, combine or reclassify any shares of its capital stock or other equity securities of (except in connection with a reverse stock split taken by Parent or to maintain its listing on the NASDAQ Capital Market LLC), (ii) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of the its capital stock stock, except for dividends by any of its wholly-owned Subsidiaries or other equity securities of Parent, or (iii) redeem, repurchase or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any capital stock or other equity securities of Parent or any of its Subsidiaries, except in connection with (A) the payment of the exercise price of a stock option, (B) tax withholding in connection with the exercise of a stock option or the vesting or settlement of a restricted share or restricted share unit or (C) repurchases of Parent Stock pursuant to Parent’s existing stock repurchase plan in accordance with Rule 10b-18 of the 1934 Act; (c) (i) issue, deliver or sell, or authorize the issuance, delivery or sale of, any capital shares of any securities of Parent or any of its Subsidiaries, other than the issuance of (A) stock options or other equity compensation arrangements in the ordinary course of business consistent with past practices, including annual grants of restricted stock units to Parent’s employees (B) any shares of Parent Stock upon the exercise of Parent stock options or other equity compensation arrangements that are outstanding on the date of this Agreement or issued in compliance with the preceding clause (A), in each case in accordance with the terms of those options or arrangements and (C) any securities of Parent, a Subsidiary of Parent to Parent or any other Subsidiary of Parent or (ii) amend in any material respect any term of any capital stock or other equity securities of Parent or any of its Subsidiaries (in each case, whether by merger, consolidation or otherwise);; or (d) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any assets, securities, properties, or businesses, other than in the ordinary course of business of Parent in a manner that is consistent with past practice; (e) sell, lease or otherwise transfer, or create or incur any Lien on, other than Permitted Liens on any of Parent’s assets, securities, properties, interests or businesses of Parentbusinesses, other than (i) sales of inventory or obsolete equipment in the ordinary course of business consistent with past practicepractice and (ii) sales of assets, securities, properties, interests or businesses with a sale price (including any related assumed indebtedness) that does not exceed $100,000 individually or $250,000 in the aggregate; (fe) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the ordinary course of business consistent with past practice; (gf) create, incur, assume, suffer to exist or otherwise be liable with respect to any indebtedness for borrowed money or guarantees thereof; thereof having an aggregate principal amount (h) enter into any hedging arrangements; (i) enter into any agreement or arrangement that limits or otherwise restricts in any respect Parent, or any successor thereto or that could, after the Closing Date, limit or restrict in any respect Parent, the Company or any together with all other indebtedness for borrowed money of the Company’s Subsidiaries, from engaging or competing in Parent) outstanding at any line of business, in any location or with any Person or, except in the ordinary course of business consistent with past practice, otherwise waive, release or assign any material rights, claims or benefits of Parenttime greater than $250,000; (j) increase compensation, bonus or other benefits payable to any director or officer of Parent; (k) change Parent’s methods of accounting, except as required by concurrent changes in Law or GAAP; (l) settle, or offer or propose to settle, (i) any material litigation, investigation, arbitration, proceeding or other claim involving or against Parent, (ii) any equityholder litigation against Parent or (iii) any litigation, arbitration, proceeding or dispute that relates to the transactions contemplated hereby; (m) make or change any material Tax election, change any annual Tax accounting period, adopt or change any method of Tax accounting, materially amend any Tax Returns or file claims for material Tax refunds, enter any material closing agreement, settle any material Tax claim, audit or assessment, or surrender any right to claim a material Tax refund, offset or other reduction in Tax liability; or (n) agree, resolve or commit to do any of the foregoing.

Conduct of Parent. From Except (w) with the date hereof until prior written consent of the Closing Date except as expressly contemplated hereunderCompany (which consent shall not be unreasonably withheld, Parent shall conduct its business in the ordinary course consistent with past practice and shall use its reasonable best efforts to (i) preserve intact its present business organizationconditioned or delayed), (iix) maintain in effect all of its foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, (iii) keep available the services of its directors, officers, and key employees, and (iv) maintain relationships with third parties and to keep available the services of their present officers and employees. Without limiting the generality of the foregoing, except as required or expressly contemplated by this Agreement, (y) as set forth in Section 7.01 of the Parent Disclosure Schedule or (z) as required by Applicable Law, from the date hereof until the Effective Time, Parent shall not, and shall cause each of its Subsidiaries not to: (a) amend its certificate Parent’s Notice of incorporation Articles, Amended and Restated Articles or bylaws (whether by mergerother similar organizational documents, consolidation or otherwise)other than in immaterial respects; (b) (i) split, combine combine, subdivide, reduce or reclassify any shares of capital stock or other equity securities of Parent or its capital, (ii) declare, set aside or pay any dividend or other distribution (whether in cash, stock shares or property or any combination thereof) in respect of the capital stock its capital, except for dividends or other equity securities such distributions by any of Parent, its wholly owned Subsidiaries or (iii) redeem, repurchase or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any capital stock Parent Securities or other equity securities of Parentany Parent Subsidiary Securities, except in connection with equity-based compensation granted in the ordinary course; (c) (i) issue, deliver or sell, or authorize the issuance, delivery or sale of, any capital stock Parent Securities or Parent Subsidiary Securities, other equity securities than (i) an issuance, delivery or sale among Parent and any of Parent, its wholly owned Subsidiaries or between any of such wholly owned Subsidiaries or (ii) amend any term of any capital stock or other equity securities of Parent (in each case, whether by merger, consolidation or otherwise)connection with equity-based compensation granted in the ordinary course; (d) acquire adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of Parent (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any assets, securities, properties, or businesses, other than in the ordinary course of business of Parent in a manner that is consistent with past practice; (e) sell, lease or otherwise transfer, or create or incur any Lien on, any assets, securities, properties, or businesses of Parent, other than in the ordinary course of business consistent with past practice; (f) make any loans, advances or capital contributions to, or investments in, any other Person; (g) create, incur, assume, suffer to exist or otherwise be liable with respect to any indebtedness for borrowed money or guarantees thereof; (h) enter into any hedging arrangements; (i) enter into any agreement or arrangement that limits or otherwise restricts in any respect Parent, or any successor thereto or that could, after the Closing Date, limit or restrict in any respect Parent, the Company or any of the Company’s Subsidiaries, from engaging or competing in any line of business, in any location or with any Person or, except in the ordinary course of business consistent with past practice, otherwise waive, release or assign any material rights, claims or benefits of Parent; (j) increase compensation, bonus or other benefits payable to any director or officer of Parent; (k) change Parent’s methods of accounting, except as required by concurrent changes in Law or GAAP; (l) settle, or offer or propose to settle, (i) any material litigation, investigation, arbitration, proceeding or other claim involving or against Parent, (ii) any equityholder litigation against Parent or (iii) any litigation, arbitration, proceeding or dispute that relates to the transactions contemplated hereby; (m) make or change any material Tax election, change any annual Tax accounting period, adopt or change any method of Tax accounting, materially amend any Tax Returns or file claims for material Tax refunds, enter any material closing agreement, settle any material Tax claim, audit or assessment, or surrender any right to claim a material Tax refund, offset or other reduction in Tax liabilityMerger); or (ne) agree, resolve or commit to do any of the foregoing.