Common use of Interim Operations of Parent Clause in Contracts

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. During the period from the date of this Agreement until the Effective Time, Parent covenants shall, and agrees thatshall cause each of its Subsidiaries to, as applicable (unless the Company shall otherwise approve in writing (which consent shall not be unreasonably withheld) 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. not take any action which would reasonably be expected to materially impair or delay the ability of Parent or Merger Sub to consummate the Merger; 3.2.2. not (i) as expressly provided in this Agreementamend, or propose any change in, the certificate of incorporation of Parent; (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 combine, subdivide or reclassify the outstanding share capital of Parent Common Stockor (iii) adopt a plan of complete or partial liquidation; (b) Parent shall not: (i) amend its certificate of incorporation or by-laws; or (ii) not declare, set aside or pay any dividend or other distribution payable in cash, stock or property with in respect to of any of its capital stock stock, other than regular quarterly cash dividends dividends, consistent with past practice (including increases 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) 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. not 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) omit to take or allow to be taken any action which which, to the knowledge of the Parent Executive Officers, would jeopardize qualification prevent, materially delay or materially impede the consummation of the Merger or the other transactions contemplated by this Agreement or take any action that would cause the Merger to fail to qualify as a reorganization within the meaning of under Section 368(a) 368 of the Code; (d) neither 3.2.5. not take any action to cause Parent nor any of its Subsidiaries will adopt a plan of complete Common Shares to cease to be listed on the NYSE 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)the TSE; (e) neither Parent nor 3.2.6. except for any change which is not material or which is required by reason of its Subsidiaries will takea concurrent change in Canadian GAAP, or agree to commit to take, not change any method of accounting practice used by it; 3.2.7. not take any action that would make any representation or warranty of Parent and Sub contained herein hereunder inaccurate in any material respect at, or as of any time prior to, the Effective Time; 3.2.8. timely satisfy, or cause to be timely satisfied, all applicable Tax reporting and filing requirements contained in the Code with respect to the transactions contemplated by this Agreement, including, without limitation, the reporting requirements contained in United States Treasury Regulation Section 1.367(a)-3(c)(6), which covenant shall continue after the Effective Time until all such reporting and filing requirements are satisfied; andor (f) neither Parent nor any of its Subsidiaries will 3.2.9. not authorize or enter into an agreement, contract, commitment or arrangement agreement to do take any of the foregoing, or actions referred to authorize, recommend, propose or announce an intention to do any of the foregoingin subsections 3.2.1 through 3.2.7.

Interim Operations of Parent. Each of Parent and Sub 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 StockStock (except for the two-for-one stock split, in the form of a stock dividend, of Parent Common Stock effective October 27, 2000 and any other action that would result in an adjustment to the Exchange Ratio pursuant to Section 3.9 hereof); (b) Parent shall not: (i) amend its certificate of incorporation or by-laws; or (ii) not declare, set aside or pay any dividend or other distribution payable in cashcash (other than regular quarterly dividends), stock or property with respect to its capital stock (except for the two-for-one stock split, in the form of a stock dividend, of Parent Common Stock effective October 27, 2000 and any other than regular quarterly cash dividends consistent with past practiceaction that would result in an adjustment to the Exchange Ratio pursuant to Section 3.9 hereof); (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 (fe) 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 thatFrom the date hereof until the Closing or the earlier termination of this Agreement, except as set forth on Section 7.2 of the Parent Disclosure Letter or as required or contemplated by this Agreement or as required by applicable Law, unless the Company has previously consented thereto (which consent will not be unreasonably withheld, conditioned or delayed), Parent will, and will cause each of its Subsidiaries to, use its commercially reasonable efforts to (i) conduct its operations in all material respects in the ordinary course of business, (ii) maintain and preserve substantially intact its business organization, and (iii) comply in all material respects with applicable Law. Without limiting the foregoing, and as an extension thereof, except as required by applicable Law or as expressly provided in required by this Agreement, or (ii) otherwise with the prior written consent of the Company, after Parent shall not, and shall not permit any of its Subsidiaries to, between the date hereof of this Agreement and prior to the earlier of the Effective TimeTime and the termination of this Agreement: (a) Parent will notdeclare, set aside, make or pay any non-cash dividend or other distribution with respect to any capital stock (or warrant) of Parent, or reclassify, combine, split, subdivide or make any similar change or amend the terms of, directly or indirectly, split, combine any capital stock (or reclassify warrant) of Parent (other than issuances of awards under the outstanding Parent Common StockEquity Plans as in effect on the date hereof in the ordinary course of business consistent with past practice); (b) Parent shall not: acquire or agree to acquire (iincluding by merger, consolidation, acquisition of stock or assets, recapitalization, joint venture or otherwise) amend its certificate of incorporation any business or by-laws; or (ii) declareany corporation, set aside or pay any dividend partnership, association or other distribution payable in cashbusiness organization or division thereof, stock or property with respect otherwise acquire or agree to its capital stock other than regular quarterly cash dividends consistent with past practiceacquire any assets or securities of any Person the acquisition of which would reasonably be expected to have a material impact or a delay on consummation of the transactions contemplated by this Agreement; (c) neither authorize, issue, split, combine, subdivide or reclassify any capital stock, or securities exercisable for, exchangeable for or convertible into capital stock, or other equity or voting interests other than (A) the authorization and issuance in accordance with this Agreement, (B) the issuance of capital stock, or securities exercisable for, exchangeable for or convertible into capital stock in the ordinary course of business consistent with past practice, and (C) issuances of awards or shares under the Parent nor any Equity Plans as in effect on the date hereof in the ordinary course 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 Codebusiness; (d) neither Parent nor any amend, modify, waive, rescind or otherwise change either of its Subsidiaries will adopt a plan the Merger Subs’ certificate of complete incorporation or partial liquidationbylaws (or equivalent organizational documents), dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Parent or any of its Subsidiaries or any agreement relating to a Competing Proposal (than as defined in Section 5.8 hereof)contemplated by this Agreement; (e) neither take any action for the winding up, liquidation, dissolution or reorganization of Parent nor any or for the appointment of a receiver, administrator or administrative receiver, trustee or similar officer of its Subsidiaries will take, assets 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 Timerevenues; andor (f) neither Parent nor any of its Subsidiaries will enter into an agreementagree, contractoffer, commitment authorize or arrangement commit (whether in writing or otherwise) to do take any of the foregoing, or to authorize, recommend, propose or announce an intention to do any actions described in clauses (a) through (e) of the foregoingthis Section 7.2.