Interim Operations of Parent and Merger Sub. Parent and Merger Sub were each formed solely for the purpose of engaging in the transactions contemplated hereby, has engaged in no other business activities (other than those incident to its organization and the execution of this Agreement and obtaining the Commitment Letters (as herein defined)) and has conducted its operations only as contemplated hereby.
Interim Operations of Parent and Merger Sub. Parent ------------------------------------------- covenants and agrees that prior to the Effective Time, except (i) if consistent with past practice, (ii) as expressly contemplated by this Agreement, (iii) as set forth in Section 6.2 of the Parent Disclosure Letter or (iv) as agreed in writing by the Company (which agreement shall not be unreasonably withheld), after the date hereof:
(a) the business of Parent and of each Parent Subsidiary shall be conducted only in the usual, regular and ordinary course and substantially in the same manner as heretofore conducted, and Parent and each Parent Subsidiary shall use commercially reasonable efforts to preserve its business organization intact, keep available the services of its current officers and employees and maintain its existing relations with licensors, customers, suppliers, distributors, creditors, business partners and others having business dealings with it, to the end that their respective goodwill and ongoing business shall be unimpaired at the Effective Time;
(b) neither Parent nor any Parent Subsidiary shall: (i) amend its certificate of incorporation or bylaws or similar organizational documents, (ii) issue, sell, transfer, pledge, dispose of or encumber any shares of any class or series of its capital stock or Voting Debt, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of any class or series of its capital stock or any Voting Debt, other than (x) the issuance of shares of Parent Common Stock reserved for issuance on the date of this Agreement pursuant to the exercise of Parent Options or (y) the issuance of Parent Options to new non-officer employees consistent with past practices in the ordinary course of business, (iii) declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to any shares of any class or series of its capital stock, (iv) split, combine or reclassify any shares of any class or series of its capital stock or (v) redeem, purchase or otherwise acquire directly or indirectly any shares of any class or series of its capital stock, or enter into any instrument or security which consists of or includes a right to acquire such shares, other than (1) the acquisition of shares of Parent Common Stock from holders of Parent Options in full or partial payment of the exercise price or withholding taxes payable by such holder upon exercise of Parent O...
