Interim Operations of Parent. Parent covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1, except as (w) disclosed in Section 5.2 of the Parent Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, (y) required by applicable Law, or (z) agreed to in writing by the Company, after the date of this Agreement and prior to the Effective Time:
(a) the business of Parent and its Subsidiaries shall be conducted only in the ordinary course consistent with past practice; and the Parent shall use its commercially reasonable efforts to preserve intact its business organization and goodwill and the business organization and goodwill of its Subsidiaries and keep available the services of their current officers and employees and preserve and maintain existing relations with customers, suppliers, officers, employees and creditors;
(b) Parent shall not, nor shall it permit any of its Subsidiaries (other than direct or indirect wholly owned Subsidiaries) to, declare, set aside or pay any dividend or other distribution, whether payable in cash, stock or any other property or right, with respect to its capital stock; provided, however, that nothing contained herein shall prohibit Parent from paying the required quarterly cash dividend on Parent Preferred Stock;
(c) Parent shall not (i) adjust, split, combine or reclassify any capital stock or issue, grant, sell, transfer, pledge, dispose of or encumber any additional shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of capital stock of any class or of any other such securities or agreements of Parent, other than issuances of stock pursuant to the Parent Plans and with respect to Parent Stock Options and warrants outstanding on the date of this Agreement or issuance of stock options to directors or employees consistent with Parent’s ordinary course of business consistent with past practice, or (ii) except as (x) required pursuant to the terms of the Parent Plans in effect on the date of this Agreement, or (y) permitted pursuant to the terms of the certificate of designation of Parent relating to the Parent Preferred Stock, redeem, purchase or otherwise acquire directly or indirectly any of its capital stock or any other securities or agreements of the type described...
Interim Operations of Parent. Parent covenants and agrees that, except (i) as expressly provided in this Agreement, or (ii) with the prior written consent of the Company, after the date hereof and prior to the Effective Time:
(a) Parent will not, directly or indirectly, split, combine or reclassify the outstanding Parent Common Stock;
(b) Parent shall not: (i) amend its certificate of incorporation or by-laws; or (ii) declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to its capital stock other than regular quarterly cash dividends consistent with past practice;
(c) neither Parent nor any of its Subsidiaries shall (i) change any of the accounting principles used by it unless required by GAAP; (ii) take or allow to be taken any action which would jeopardize the treatment of Parent's business combination with the Company as a pooling of interests for accounting purposes; or (iii) take or allow to be taken any action which would jeopardize qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code;
(d) neither Parent nor any of its Subsidiaries will adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Parent or any of its Subsidiaries or any agreement relating to a Competing Proposal (as defined in Section 5.8 hereof);
(e) neither Parent nor any of its Subsidiaries will take, or agree to commit to take, any action that would make any representation or warranty of Parent and Sub contained herein inaccurate in any respect at, or as of any time prior to, the Effective Time; and
(f) neither Parent nor any of its Subsidiaries will enter into an agreement, contract, commitment or arrangement to do any of the foregoing, or to authorize, recommend, propose or announce an intention to do any of the foregoing.
Interim Operations of Parent. Parent covenants and agrees that, except (i) as expressly provided in this Agreement, or (ii) with the prior written consent of the Company, after the date hereof and prior to the Effective Time:
(a) Parent will not, directly or indirectly, split, combine or reclassify the outstanding Parent Common Stock;
(b) Parent shall not: (i) amend its certificate of incorporation or by-laws; or (ii) declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to its capital stock other than regular quarterly cash dividends consistent with past practice;
(c) neither Parent nor any of its Subsidiaries shall (i) change any of the accounting principles used by it unless required by GAAP; or (ii) take or allow to be taken any action which would jeopardize qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code;
(d) neither Parent nor any of its Subsidiaries will take, or agree to commit to take, any action that would make any representation or warranty of Parent and Sub contained herein inaccurate in any respect at, or as of any time prior to, the Effective Time; and
(e) neither Parent nor any of its Subsidiaries will enter into an agreement, contract, commitment or arrangement to do any of the foregoing, or to authorize, recommend, propose or announce an intention to do any of the foregoing.
Interim Operations of Parent. During the period from the date of this Agreement until the Effective Time, Parent shall, and shall cause each of its Subsidiaries to, as applicable (unless the Company shall otherwise approve in writing and except as otherwise expressly contemplated by or provided in this Agreement or as set forth in the corresponding section of the Parent Disclosure Schedule):
3.2.1. conduct its business in the ordinary and usual course in all material respects and, to the extent consistent therewith, use commercially reasonable efforts to preserve its business organization intact and maintain its existing relations and goodwill with customers, suppliers, creditors, lessors, employees and business associates;
3.2.2. not (i) amend the memorandum and articles of association of Parent or the Deposit Agreement; (ii) split, combine, subsidize or reclassify the outstanding share capital of Parent or (iii) adopt a plan of complete or partial liquidation;
(i) subject to Section 3.11.2, not declare, set aside or pay any dividend or distribution payable in cash, stock or property in respect of any of its capital stock, other than regular interim and final annual cash dividends, consistent with past practice (including increases consistent with past practice); or (ii) repurchase, redeem or otherwise acquire (except for repurchases, redemptions or acquisitions (A) required by the terms of its capital stock or securities outstanding on the date of this Agreement, (B) required by the terms as of the date of this Agreement of, or in the ordinary course of the operation of, any Parent employee stock option or other employee plan or scheme or (C) otherwise in the ordinary course) any shares of its capital stock or any securities convertible, exchangeable or exercisable for or into shares of its capital stock;
3.2.4. subject to Section 3.6.1(b), not take any action or omit to take any action (including, without limitation, acquisitions or dispositions, or waiving any of its rights under, releasing any other party from, amending, or failing to enforce its rights under, any provision of any standstill agreement) which to the knowledge of the Parent Executive Directors would prevent, materially delay or materially impede the consummation of the Merger or the other transactions contemplated by this Agreement, including any action or omission that would cause the Merger to fail to qualify as a reorganization under Section 368 of the Code;
3.2.5. timely satisfy, or cause to be timely satisfied,...
Interim Operations of Parent. Between the date of this Agreement and the Effective Time, Parent shall, and shall cause each of its Subsidiaries to (unless the Company shall otherwise approve in writing or except as otherwise expressly contemplated by this Agreement or disclosed in the Parent Disclosure Letter):
(i) conduct its business in all material respects in the ordinary course and to the extent consistent therewith, use reasonable best efforts to (x) preserve intact its business organization, (y) keep available the services of its officers and employees and (z) maintain its existing relations and goodwill with customers, suppliers, regulators, distributors, creditors, lessors, and others having business dealings with it; provided that the failure of any officer or employee of Parent or its Subsidiaries to remain an officer or employee of Parent or its Subsidiaries shall not constitute a breach of this covenant;
(ii) not (A) amend the Restated Certificate of Incorporation or By-laws of Parent (other than to increase the number of authorized shares of Parent Common Stock and/or Parent Preferred Stock); (B) split, combine, subdivide or reclassify its outstanding shares of capital stock or other equity securities; (C) declare, set aside or pay any dividend or distribution (payable in cash, stock or property in respect of any of its shares of capital stock or other equity securities, or securities convertible into, exercisable for or exchangeable for, any of its shares of capital stock or other equity securities, other than (v) quarterly cash dividends of $.206 per share in respect of the outstanding shares of Parent Common Stock, declared, set aside and paid at such times during the quarter as is consistent with past practice, (w) dividends and distributions in respect of the Parent Trust Securities in accordance with the terms thereof; (x) regular distributions in respect of the outstanding preference and common units representing partner interests in Leviathan, (y) regular quarterly dividends in respect of the outstanding EPTPC Preferred Stock in accordance with the terms thereof; and (z) dividends and distributions by Subsidiaries of Parent; (D) repurchase, redeem or otherwise acquire or permit any of its Subsidiaries to purchase, redeem or otherwise acquire, any shares of its capital stock or other equity securities, or securities convertible into, exercisable for or exchangeable for, any of its shares of capital stock or other equity securities (it being understood that this cla...
Interim Operations of Parent. Parent covenants and agrees that, after the date hereof and prior to the Effective Time (except as otherwise expressly contemplated by this Agreement or as set forth in Section 6.2 of the Parent Disclosure Schedule), without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed:
(a) Parent shall not take any action that would cause any of its representations and warranties herein to become untrue in any material respect, except as may be required by applicable law; and
(b) Parent shall not authorize or enter into an agreement to do any of the foregoing.
Interim Operations of Parent. Parent covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Effective Time (unless the Company shall otherwise approve and except as otherwise expressly contemplated by this Agreement, the Side Agreement or the Agreement of Understanding):
(a) it shall not (i) amend its certificate of incorporation or by-laws (other than to change its name); (ii) split, combine or reclassify its outstanding shares of capital stock; or (iii) declare, set aside or pay any dividend payable in cash, stock or property in respect of any capital stock other than dividends from its direct or wholly-owned Subsidiaries;
(b) neither it nor any of its Subsidiaries shall take any action or omit (other than omissions in good faith) to take any action that would cause any of its representations and warranties herein to become untrue in any material respect; and
(c) neither it nor any of its Subsidiaries will authorize or enter into an agreement to do any of the foregoing.
Interim Operations of Parent. Parent covenants and agrees as to itself and its Subsidiaries (including Merger Sub) that, after this date, until the earlier to occur of (a) the termination of this Agreement pursuant to Section 8.1 and (b) the Effective Time (unless the Company shall otherwise approve in writing, or unless as otherwise expressly contemplated by this Agreement), Parent shall not take any action that could reasonably be expected to result in (A) any representation and warranty of Parent or Merger Sub set forth in this Agreement that is qualified as to materiality becoming untrue, (B) any such representation and warranty that is not so qualified becoming untrue in any material respect or (C) any condition to the Offer or the Merger not being satisfied.
Interim Operations of Parent. Except as (i) expressly provided herein or (ii) consented to in writing by the Company (such consent not to be unreasonably withheld or delayed), from and after the date of this Agreement until the earlier of (a) the termination of this Agreement in accordance with its terms or (b) the Effective Time, Parent shall not, and shall cause Merger Subsidiary and Acquisition Subsidiary not to, take any action or fail to take any action that would be reasonably expected to result in any of the closing conditions in Section 7.3(a) not being satisfied.
Interim Operations of Parent. Except as otherwise expressly contemplated by this Agreement, as set forth in the Parent Disclosure Schedule or as consented to in writing by the Company, during the period from the date of this Agreement to the earliest to occur of the date of the termination of this Agreement and the Control Date, Parent shall, and shall cause its subsidiaries to not take any action that could result in a material delay or material additional regulatory burdens to, or otherwise impede or prevent consummation of, the transactions contemplated by this Agreement. Without limiting the foregoing, Parent shall not take or agree to take any action with respect to any acquisition, merger, consolidation, tender offer, exchange offer, binding share exchange, business combination, recapitalization, liquidation, dissolution, joint venture or similar transaction of businesses or assets which would reasonably be expected to prevent or delay consummation of the transactions contemplated by this Agreement.
