Common use of COVENANTS OF PARENT AND SUB Clause in Contracts

COVENANTS OF PARENT AND SUB. During the period from the date of this Agreement and continuing until the Effective Time, except (i) as expressly contemplated or permitted by this Agreement or the Commitment Letter(s) or (ii) with the prior written consent of the Company, Parent shall (and shall cause Sub to) carry on its business in the ordinary course consistent with past practice. Parent will (and shall cause Sub to) use all reasonable efforts to (x) preserve its business organization, (y) keep available the present services of its employees and (z) preserve for itself the goodwill of the customers of Parent and Sub and others with whom business relationships exist. Without limiting the generality of the foregoing, and except as otherwise contemplated by this Agreement or Schedule 5.02 hereto or consented to in writing by the Company, Parent shall not (and shall cause Sub not to): (a) declare or pay any dividends on, or make other distributions in respect of, any of its capital stock; (b) split, combine or reclassify any shares 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 except upon the exercise or fulfillment of rights or options issued or existing pursuant to employee benefit plans, programs or arrangements, all to the extent outstanding and in existence on the date of this Agreement or currently contemplated to be implemented on or prior to the Closing Date; (c) except in connection with the exercise of any of the options or warrants of Parent outstanding as of the date of this Agreement, issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, any shares of its capital stock or any securities convertible into or exercisable for, or any rights, warrants or options to acquire, any such shares, or enter into any agreement with respect to any of the foregoing; (d) amend its Certificate of Incorporation or Bylaws; (e) enter into any new line of business; (i) acquire or agree to acquire, by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or (ii) otherwise acquire any assets, other than in the ordinary course of business, which would be material to Parent; (g) take any action that is intended or would result in any of its representations and warranties set forth in this Agreement being or becoming untrue, or in any of the conditions to the Merger set forth in Article VII (including, without limitation, Section 7.01(d) hereof relating to the Financing) not being satisfied, or in breach of any provision of this Agreement except, in every case, as may be required by applicable law; (h) change its methods of accounting in effect at December 31, 1997, except as required by changes in GAAP or regulatory accounting principles as concurred to by the Company's independent auditors; (i) other than in the ordinary course of business consistent with past practice, incur any indebtedness for borrowed money, assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity; (j) sell, lease, encumber, assign or otherwise dispose of, or agree to sell, lease, encumber, assign or otherwise dispose of, any of its material assets, properties or other rights or agreements; (k) make any Tax election or settle or compromise any material federal, state, local or foreign Tax liability; (l) waive any material right, whether in equity or at law; or (m) agree to do any of the foregoing.

COVENANTS OF PARENT AND SUB. During the period from the date of this Agreement and continuing until the Effective Time, except (i) as expressly contemplated or permitted by this Agreement or Parent shall notify the Commitment Letter(s) or (ii) with the Shareholders' Representative prior written consent to its taking of any of the Company, Parent shall (and shall cause Sub to) carry on its business in the ordinary course consistent with past practice. Parent will (and shall cause Sub to) use all reasonable efforts to (x) preserve its business organization, (y) keep available the present services of its employees and (z) preserve for itself the goodwill of the customers of Parent and Sub and others with whom business relationships exist. Without limiting the generality of the foregoing, and except as otherwise contemplated by this Agreement or Schedule 5.02 hereto or consented to in writing by the Company, Parent shall not (and shall cause Sub not to):following actions: (a) declare or pay any dividends on, or make other distributions in respect of, any of its capital stock; (bi) split, combine or reclassify any shares of its capital stock; or issue or authorize or propose the issuance of any other securities in respect of, in lieu of of, or in substitution for shares of its capital stock except upon the exercise or fulfillment of rights or options issued or existing pursuant to employee benefit plans, programs or arrangements, all to the extent outstanding and in existence on the date of this Agreement Agreement, or currently contemplated to be implemented on (ii) repurchase, redeem or prior to otherwise acquire, any shares of the Closing Datecapital stock of Parent or its Subsidiaries, or any securities convertible into or exercisable for any shares of the capital stock of Parent or its Subsidiaries; (c) except in connection with the exercise of any of the options or warrants of Parent outstanding as of the date of this Agreement, issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, any shares of its capital stock or any securities convertible into or exercisable for, or any rights, warrants or options to acquire, any such shares, or enter into any agreement with respect to any of the foregoingforegoing except permitted pursuant to its employee benefit plans; (d) amend its Certificate or Articles of Incorporation or Bylaws; (e) enter into any new line of business; (i) acquire or agree to acquire, by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or (ii) otherwise acquire any assets, other than in the ordinary course of business, which would would, in either case, be material to ParentParent and its Subsidiaries, taken as a whole; (g) without limiting the Company's and the Shareholders' rights under Article VIII hereof, take any action that is intended or would result in any of its representations and warranties set forth in this Agreement being or becoming untrue, or in any of the conditions to the Merger set forth in Article VII (including, without limitation, Section 7.01(d) hereof relating to the Financing) not being satisfied, or in breach of any provision of this Agreement except, in every case, as may be required by applicable law; (h) change its methods of accounting in effect at December 31, 19971998, except as required by changes in GAAP or regulatory accounting principles as concurred to by the CompanyParent and its Subsidiaries's independent auditors; (i) other than in the ordinary course of business consistent with past practice, incur any indebtedness for borrowed money, assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entityentity except in the ordinary course of business consistent with past practice of Parent and its Subsidiaries and except for indebtedness in an amount less than $100,000; (j) sell, lease, encumber, assign or otherwise dispose of, or agree to sell, lease, encumber, assign or otherwise dispose of, any of its material assets, properties assets or other rights or agreementsproperties; (k) make any Tax election or settle or compromise any material federal, state, local or foreign Tax liability;; or (l) waive pay, discharge or satisfy any material rightclaim, whether liability or obligation, other than the payment, discharge or satisfaction in equity the ordinary course of business and consistent with past practice or as incurred in connection with the Merger and the transactions expressly contemplated hereby, of liabilities reflected or reserved against in the balance sheet at law; or (m) agree to do any September 30, 1999, or subsequently incurred in the ordinary course of business and consistent with past practice and other than the foregoing.obligations in connection with the acquisition of LoreData, Inc.

COVENANTS OF PARENT AND SUB. During the period from the date of this Agreement and continuing until the Effective Time, except (i) as expressly contemplated or permitted by this Agreement or the Commitment Letter(s) or (ii) with the prior written consent of the Company, Parent shall (and shall cause Sub to) carry on its business in the ordinary course consistent with past practice. Parent will (and shall cause Sub to) use all reasonable efforts to (x) preserve its business organization, (y) keep available the present services of its employees and (z) preserve for itself the goodwill of the customers of Parent and Sub and others with whom business relationships exist. Without limiting the generality of the foregoing, and except as otherwise contemplated by this Agreement or Schedule 5.02 hereto or consented to in writing by the Company, Parent shall not (and shall cause Sub not to): (a) 1. declare or pay any dividends on, or make other distributions in respect of, any of its capital stock; (b) 2. split, combine or reclassify any shares 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 except upon the exercise or fulfillment of rights or options issued or existing pursuant to employee benefit plans, programs or arrangements, all to the extent outstanding and in existence on the date of this Agreement or currently contemplated to be implemented on or prior to the Closing Date; (c) 3. except in connection with the exercise of any of the options or warrants of Parent outstanding as of the date of this Agreement, issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, any shares of its capital stock or any securities convertible into or exercisable for, or any rights, warrants or options to acquire, any such shares, or enter into any agreement with respect to any of the foregoing; (d) 4. amend its Certificate of Incorporation or Bylaws; (e) 5. enter into any new line of business; 6. (i) acquire or agree to acquire, by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or (ii) otherwise acquire any assets, other than in the ordinary course of business, which would be material to Parent; (g) take any action that is intended or would result in any of its representations and warranties set forth in this Agreement being or becoming untrue, or in any of the conditions to the Merger set forth in Article VII (including, without limitation, Section 7.01(d) hereof relating to the Financing) not being satisfied, or in breach of any provision of this Agreement except, in every case, as may be required by applicable law; (h) change its methods of accounting in effect at December 31, 1997, except as required by changes in GAAP or regulatory accounting principles as concurred to by the Company's independent auditors; (i) other than in the ordinary course of business consistent with past practice, incur any indebtedness for borrowed money, assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity; (j) sell, lease, encumber, assign or otherwise dispose of, or agree to sell, lease, encumber, assign or otherwise dispose of, any of its material assets, properties or other rights or agreements; (k) make any Tax election or settle or compromise any material federal, state, local or foreign Tax liability; (l) waive any material right, whether in equity or at law; or (m) agree to do any of the foregoing.

COVENANTS OF PARENT AND SUB. During the period from the date of this Agreement and continuing until the Effective Time, except (i) as expressly contemplated or permitted by this Agreement or the Commitment Letter(s) or (ii) with the prior written consent of the Company, Parent shall (and shall cause Sub to) carry on its business in the ordinary course consistent with past practice. Parent will (and shall cause Sub to) use all reasonable efforts to (x) preserve its business organization, (y) keep available the present services of its employees and (z) preserve for itself the goodwill of the customers of Parent and Sub and others with whom business relationships exist. Without limiting the generality of the foregoing, and except as otherwise contemplated by this Agreement or Schedule 5.02 hereto or consented to in writing by the Company, Parent its Subsidiaries shall not (and shall cause Sub not to):not: (a) declare or pay any dividends on, or make other distributions in respect of, any of its capital stock; (b) (i) split, combine or reclassify any shares of its capital stock; or issue or authorize or propose the issuance of any other securities in respect of, in lieu of of, or in substitution for shares of its capital stock except upon the exercise or fulfillment of rights or options issued or existing pursuant to employee benefit plans, programs or arrangements, all to the extent outstanding and in existence on the date of this Agreement Agreement, or currently contemplated to be implemented on (ii) repurchase, redeem or prior otherwise acquire, any shares of the capital stock of Parent or its Subsidiaries, or any securities convertible into or exercisable for any shares of the capital stock of Parent or its Subsidiaries, except, in all circumstances, if an appropriate adjustment is made to the Closing DateParent Stock Per Share Price to reflect the effect on the Parent Stock Per Share Price of any such event; (c) except in connection with the exercise of any of the options or warrants of Parent outstanding other than as of the date of this Agreementset forth on Schedule 4.02 hereof, issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, any shares of its capital stock or any securities convertible into or exercisable for, or any rights, warrants or options to acquire, any such shares, or enter into any agreement with respect to any of the foregoingforegoing except as permitted pursuant to Parent’s employee benefit plans; (d) amend its Certificate of Incorporation or Bylaws; (e) enter into any new line of business; (i) acquire or agree to acquire, by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or (ii) otherwise acquire any assets, other than in the ordinary course of business, which would be material to Parent; (g) take any action that is intended or would result in any of its representations and warranties set forth in this Agreement being or becoming untrue, or in any of the conditions to the Merger set forth in Article VII (including, without limitation, Section 7.01(d) hereof relating to the Financing) not being satisfied, or in breach of any provision of this Agreement except, in every case, as may be required by applicable law; (h) change its methods of accounting in effect at December 31, 19972003, except as required by changes in GAAP or regulatory accounting principles as concurred to by the Company's Parent and its Subsidiaries’ independent auditors; (if) other than in except under the ordinary course of business consistent with past practiceParent’s credit facility or any equipment or capital lease facilities, incur any indebtedness for borrowed money, assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity; (j) sell, lease, encumber, assign or otherwise dispose of, or agree to sell, lease, encumber, assign or otherwise dispose of, any entity except in the ordinary course of business consistent with past practice of Parent and its material assets, properties or other rights or agreements; (k) make any Tax election or settle or compromise any material federal, state, local or foreign Tax liability; (l) waive any material right, whether Subsidiaries and except for indebtedness in equity or at lawan amount less than $100,000; or (mg) agree to do any of the foregoing.