Common use of Interim Operations of Parent Clause in Contracts

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 clause (D) shall not prohibit the exercise, exchange or conversion of Parent Equity Equivalent Securities); or (E) enter into any agreement, letter of intent, agreement in principle or similar agreement to sell, transfer or otherwise dispose of, or purchase or otherwise acquire assets of any business that generated net revenues or net income in the most recently completed fiscal year constituting, or is comprised of net assets having a book value equal to, 25% or more of the consolidated net revenue or net income of Parent for its most recently completed fiscal year (taking into account the merger of Sonat Inc. with and into Parent and the restatement of the financial statement of Parent in connection therewith), or the consolidated net assets of Parent, as applicable, by merger, consolidation, transfer or acquisition of shares of capital stock or otherwise; (iii) not take any action that to the knowledge of Parent would prevent the Merger from qualifying for pooling of interests accounting treatment under GAAP and the rules and regulations of the SEC or would prevent the Merger from qualifying as a "reorganization" within the meaning of Section 368 of the Code; (iv) except as required by applicable law or pursuant to contractual obligations in effect as of the date of this Agreement, not (A) execute, establish, adopt or amend, or accelerate rights or benefits under, any agreement relating to severance or change-in-control or any Parent Employee Plan (provided that Parent and its Subsidiaries shall be permitted hereunder to (i) enter into or amend consulting, employment or collective bargaining agreements and (ii) amend its Key Executive Severance Protection Plan and Employee Severance Protection Plan to exclude the employees of the Company and its Subsidiaries from participating therein following the Effective Time), (B) increase the compensation payable or to become payable to any of its officers, directors or employees (except for increases in the ordinary course of business consistent with past practices), (C) grant any severance or termination pay to any officer or director of Parent, or (D) grant any stock options or other equity related awards; (v) not issue, deliver, grant, sell, pledge or otherwise dispose of shares of any class of its capital stock, other equity securities, or any securities convertible, exercisable or exchangeable for or into, any such shares or other equity securities, except (x) upon the exercise, exchange or conversion of Parent Equity Equivalent Securities, (y) trust securities (which are not directly or indirectly convertible into or exercisable or exchangeable for shares of Parent Common Stock) in connection with financing transactions and (z) in connection with a purchase or acquisition permitted under Section 5.2 (ii)(E), provided that the issuance, delivery, grant, sale, pledge or other disposition does not require the approval of the stockholders of Parent under the rules of the NYSE or applicable law; and provided, further that, without the consent of the Company (not to be unreasonably withheld), Parent may issue or deliver in the aggregate in connection with such permitted purchases and acquisitions, no more than 37.5 million shares of Parent Common Stock (the issuance of securities exercisable, exchangeable or convertible for shares of Parent Common Stock shall, for this purpose, be deemed an issuance of the number of shares of Parent Common Stock into which such securities are exercisable, exchangeable or convertible); (vi) not change its accounting policies, practices or methods except as required by GAAP or by the rules and regulations of the SEC; (vii) not (x) take any action to amend the Parent Rights Agreement, (y) redeem the rights subject to the Parent Rights Agreement or (z) take any action to render inapplicable, or to exempt any third party from, any provision of the Parent Rights Agreement, the Restated Certificate of Incorporation of Parent or any statute referred to in Section 6.14; (viii) not take any action to cause the shares of Parent Common Stock to cease to be listed on the NYSE; (ix) not take any action that would be reasonably likely to result in any of the conditions set forth in Article VII hereof not being satisfied or that would impair the ability of Parent to consummate the transactions contemplated hereby in accordance with the terms hereof or delay such consummation; (x) not waive any of its rights under, or release any other party from such other party's obligations under, or amend any provision of, any standstill agreement; (xi) not issue, deliver, grant, sell, pledge or otherwise dispose of any bonds, debentures, notes or other indebtedness, in each case having the right to vote together with Parent's stockholders on any matter; and (xii) not enter into any commitments or agreements to do any of the foregoing.

Interim Operations of Parent. Between From the date of this Agreement and hereof through the Effective ---------------------------- Time, Parent shall, covenants and shall cause each agrees that its business and the business 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 be conducted in the ordinary and usual course and and, to the extent consistent therewith, it and its Subsidiaries shall use their respective commercially reasonable best efforts to (x) preserve intact its business organization, (y) keep available the services of its officers organization intact and employees and (z) maintain its existing relations and goodwill with customers, suppliers, regulators, distributors, creditors, lessors, employees and others having business dealings with it; provided that associates. Without limiting the failure generality of any officer or employee of the foregoing, Parent or covenants and agrees as to itself and its Subsidiaries that, from the date hereof and prior to remain an officer the Effective Time (unless the Company shall otherwise approve in writing, and except as otherwise expressly contemplated by this Agreement or employee of Parent or its Subsidiaries by Law): (i) it shall not constitute a breach of this covenant; (iiw) not (A) amend the Restated Certificate of Incorporation issue or By-laws of Parent (other than to increase the number of authorized sell shares of Parent Common Stock and/or representing more than 20% of the outstanding Parent Preferred Common Stock); (Bx) splitexcept as indicated on Section 7.1(b) to the Parent Disclosure Letter, combine, subdivide amend its articles of organization or reclassify its outstanding shares of capital stock bylaws or other equity securities; (C) declare, set aside or pay any dividend or distribution (payable in cash, stock or property in respect the comparable governing instruments of any of its shares of capital stock Subsidiaries; 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 any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock, except in connection with the Parent's existing stock plans, or permit any of its Subsidiaries to purchase, redeem purchase or otherwise acquire, any shares of its capital stock or other equity securities, or any securities convertible into, into or exchangeable or exercisable for or exchangeable for, any of its shares of capital stock or other equity securities (it being understood that this clause (D) shall not prohibit the exercise, exchange or conversion of Parent Equity Equivalent Securities); or (E) enter into any agreement, letter of intent, agreement in principle or similar agreement to sell, transfer or otherwise dispose of, or purchase or otherwise acquire assets of any business that generated net revenues or net income in the most recently completed fiscal year constituting, or is comprised of net assets having a book value equal to, 25% or more of the consolidated net revenue or net income of Parent for its most recently completed fiscal year (taking into account the merger of Sonat Inc. with and into Parent and the restatement of the financial statement of Parent in connection therewith), or the consolidated net assets of Parent, as applicable, by merger, consolidation, transfer or acquisition of shares of capital stock or otherwise; (iii) not take any action that to the knowledge of Parent would prevent the Merger from qualifying for pooling of interests accounting treatment under GAAP and the rules and regulations of the SEC or would prevent the Merger from qualifying as a "reorganization" within the meaning of Section 368 of the Code; (iv) except as required by applicable law or pursuant to contractual obligations in effect as of the date of this Agreement, not (A) execute, establish, adopt or amend, or accelerate rights or benefits under, any agreement relating to severance or change-in-control or any Parent Employee Plan (provided that Parent and its Subsidiaries shall be permitted hereunder to (i) enter into or amend consulting, employment or collective bargaining agreements and (ii) amend its Key Executive Severance Protection Plan and Employee Severance Protection Plan to exclude the employees of the Company and its Subsidiaries from participating therein following the Effective Time), (B) increase the compensation payable or to become payable to any of its officers, directors or employees (except for increases in the ordinary course of business consistent with past practices), (C) grant any severance or termination pay to any officer or director of Parent, or (D) grant any stock options or other equity related awards; (v) not issue, deliver, grant, sell, pledge or otherwise dispose of shares of any class of its capital stock, other equity securities, or any securities convertible, exercisable or exchangeable for or into, any such shares or other equity securities, except (x) upon the exercise, exchange or conversion of Parent Equity Equivalent Securities, (y) trust securities (which are not directly or indirectly convertible into or exercisable or exchangeable for shares of Parent Common Stock) in connection with financing transactions and (z) in connection with a purchase or acquisition permitted under Section 5.2 (ii)(E), provided that the issuance, delivery, grant, sale, pledge or other disposition does not require the approval of the stockholders of Parent under the rules of the NYSE or applicable law; and provided, further that, without the consent of the Company (not to be unreasonably withheld), Parent may issue or deliver in the aggregate in connection with such permitted purchases and acquisitions, no more than 37.5 million shares of Parent Common Stock (the issuance of securities exercisable, exchangeable or convertible for shares of Parent Common Stock shall, for this purpose, be deemed an issuance of the number of shares of Parent Common Stock into which such securities are exercisable, exchangeable or convertible);or (viii) not change its accounting policies, practices or methods except as required by GAAP or by the rules and regulations of the SEC; (vii) not (x) take any action to amend the Parent Rights Agreement, (y) redeem the rights subject to the Parent Rights Agreement or (z) take any action to render inapplicable, or to exempt any third party from, any provision of the Parent Rights Agreement, the Restated Certificate of Incorporation of Parent or any statute referred to in Section 6.14; (viii) not take any action to cause the shares of Parent Common Stock to cease to be listed on the NYSE; (ix) not take any action that would be reasonably likely to result in any of the conditions set forth in Article VII hereof not being satisfied or that would impair the ability of Parent to consummate the transactions contemplated hereby in accordance with the terms hereof or delay such consummation; (x) not waive neither it nor any of its rights under, Subsidiaries will authorize or release any other party from such other party's obligations under, or amend any provision of, any standstill agreement; (xi) not issue, deliver, grant, sell, pledge or otherwise dispose of any bonds, debentures, notes or other indebtedness, in each case having the right to vote together with Parent's stockholders on any matter; and (xii) not enter into any commitments or agreements an agreement to do any of anything prohibited by the foregoing.

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 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)Parent; (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 -44- 54 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 (vx) quarterly cash dividends of $.206 .20 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 wholly owned 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 clause (D) shall not prohibit the exercise, exchange or conversion of Parent Equity Equivalent Securities); or (E) enter into any agreement, letter of intent, agreement in principle or similar agreement to sell, transfer or otherwise dispose of, or purchase or otherwise acquire assets of any business that generated net revenues or net income in the most recently completed fiscal year constituting, or is comprised of net assets having a book value equal to, 25% or more of the consolidated net revenue or net income of Parent for its most recently completed fiscal year (taking into account the merger of Sonat Inc. with and into Parent and the restatement of the financial statement of Parent in connection therewith)year, or the consolidated net assets of Parent, as applicable, by merger, consolidation, transfer or acquisition of shares of capital stock or otherwise; (iii) not take any action that to the knowledge of Parent would prevent the business combination to be effected pursuant to the Parent Merger from qualifying for pooling of interests accounting treatment under GAAP and the rules and regulations of the SEC or would prevent the business combination to be effected pursuant to the Parent Merger or the Alternative Merger, as applicable, from qualifying as a "reorganization" within the meaning of Section 368 of the Code; (iv) except as required by applicable law or pursuant to contractual obligations in effect as of the date of this Agreement, not (A) execute, establish, adopt or amend, or accelerate rights or benefits under, any agreement relating to severance or change-in-control or any Parent Employee Plan (provided that Parent and its Subsidiaries shall be permitted hereunder to (i) enter into or amend consulting, employment or and collective bargaining agreements and (ii) to amend its Key Executive Severance Protection Plan and Employee Severance Protection Plan to exclude the employees of the Company and its Subsidiaries from participating therein following the Effective Time), (B) increase the compensation payable or to become payable to any of its officers, directors or employees (except for increases in the ordinary course of business consistent with past practices), (C) grant any severance or termination pay to any an officer or director of Parent, or (D) grant any stock options or other equity related awards; (v) not issue, deliver, grant, sell, pledge or otherwise dispose of shares of any class of its capital stock, other equity securities, or any securities convertible, exercisable or exchangeable for or into, any such shares or as other equity securities, except (x) upon the exercise, exchange or conversion of Parent Equity Equivalent Securities, (y) trust securities (which are not directly or indirectly convertible into or exercisable or exchangeable for shares of Parent Common Stock) in connection with financing transactions and (z) in connection with a purchase or acquisition permitted under Section 5.2 (ii)(E), provided that the issuance, delivery, grant, sale, pledge or other disposition does not require the approval of the stockholders of Parent under the rules of the NYSE or applicable law; and provided, further that, without the consent of the Company (not to be unreasonably withheld), Parent may issue or deliver in the aggregate in connection with such permitted purchases and acquisitions, no more than 37.5 million shares of Parent Common Stock (the issuance of securities exercisable, exchangeable or convertible for shares of Parent Common Stock shall, for this purpose, be deemed an issuance of the number of shares of Parent Common Stock into which such securities are exercisable, exchangeable or convertible);equity (vi) not change its accounting policies, practices or methods except as required by GAAP or by the rules and regulations of the SEC; (vii) not (x) take any action to amend the Parent Rights Agreement, (y) redeem the rights subject to the Parent Rights Agreement or (z) take any action to render inapplicable, or to exempt any third party from, any provision of the Parent Rights Agreement, the Restated Certificate of Incorporation of Parent or any statute referred to in Section 6.14;6.15. (viii) not take any action to cause the shares of Parent Common Stock to cease to be listed on the NYSE; (ix) not take any action that would be reasonably likely to result in any of the conditions set forth in Article VII hereof not being satisfied or that would impair the ability of Parent to consummate the transactions contemplated hereby in accordance with the terms hereof or delay such consummation; (x) not waive any of its rights under, or release any other party from such other party's obligations under, or amend any provision of, any standstill agreement; (xi) not issue, deliver, grant, sell, pledge or otherwise dispose of any bonds, debentures, notes or other indebtedness, in each case having the right to vote together with Parent's stockholders on any matter; and (xii) not enter into any commitments or agreements to do any of the foregoing.

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 provide its prior written consent or except as otherwise expressly contemplated by this Agreement or disclosed in the Parent Disclosure LetterAgreement): (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 clause (D) shall not prohibit the exercise, exchange or conversion of Parent Equity Equivalent Securities); or (E) enter into any agreement, letter of intent, agreement in principle or similar agreement to sell, transfer or otherwise dispose of, or purchase or otherwise acquire assets of any business that generated net revenues or net income in the most recently completed fiscal year constituting, or is comprised of net assets having a book value equal to, 25% or more of the consolidated net revenue or net income of Parent for its most recently completed fiscal year (taking into account the merger of Sonat Inc. with and into Parent and the restatement of the financial statement of Parent in connection therewith), or the consolidated net assets of Parent, as applicable, by merger, consolidation, transfer or acquisition of shares of capital stock or otherwise; (iii) not take any action that to the knowledge of Parent would prevent the Merger from qualifying for pooling of interests accounting treatment under GAAP and the rules and regulations of the SEC or would prevent the Merger from qualifying as a "reorganization" within the meaning of Section 368 of the Code; (iv) except as required by applicable law or pursuant to contractual obligations in effect as of the date of this Agreement, not (A) execute, establish, adopt or amend, or accelerate rights or benefits under, any agreement relating to severance or change-in-control or any Parent Employee Plan (provided that Parent and its Subsidiaries shall be permitted hereunder to (i) enter into or amend consulting, employment or collective bargaining agreements and (ii) amend its Key Executive Severance Protection Plan and Employee Severance Protection Plan to exclude the employees of the Company and its Subsidiaries from participating therein following the Effective Time), (B) increase the compensation payable or to become payable to any of its officers, directors or employees (except for increases in the ordinary course of business consistent with past practices), (C) grant any severance or termination pay to any officer or director of Parent, or (D) grant any stock options or other equity related awards; (v) not issue, deliver, grant, sell, pledge or otherwise dispose of shares of any class of its capital stock, other equity securities, or any securities convertible, exercisable or exchangeable for or into, any such shares or other equity securities, except (x) upon the exercise, exchange or conversion of Parent Equity Equivalent Securities, (y) trust securities (which are not directly or indirectly convertible into or exercisable or exchangeable for shares of Parent Common Stock) in connection with financing transactions and (z) in connection with a purchase or acquisition permitted under Section 5.2 (ii)(E), provided that the issuance, delivery, grant, sale, pledge or other disposition does not require the approval of the stockholders of Parent under the rules of the NYSE or applicable law; and provided, further that, without the consent of the Company (not to be unreasonably withheld), Parent may issue or deliver in the aggregate in connection with such permitted purchases and acquisitions, no more than 37.5 million shares of Parent Common Stock (the issuance of securities exercisable, exchangeable or convertible for shares of Parent Common Stock shall, for this purpose, be deemed an issuance of the number of shares of Parent Common Stock into which such securities are exercisable, exchangeable or convertible); (vi) not change its accounting policies, practices or methods except as required by GAAP or by the rules and regulations of the SEC; (vii) not (x) take any action to amend the Parent Rights Agreement, (y) redeem the rights subject to the Parent Rights Agreement or (z) take any action to render inapplicable, or to exempt any third party from, any provision of the Parent Rights Agreement, the Restated Certificate of Incorporation of Parent or any statute referred to in Section 6.14; (viii) not take any action to cause the shares of Parent Common Stock to cease to be listed on the NYSE; (ix) not take any action that would be reasonably likely to result in any of the conditions set forth in Article VII hereof not being satisfied or that would impair the ability of Parent or Merger Sub to consummate the transactions contemplated hereby Merger in accordance with the terms hereof or delay such consummation; (xii) not waive (A) declare, set aside or pay any dividend or distribution payable in cash, stock or property in respect of any of its rights undercapital stock, other than cash dividends on the Series A Preferred Stock in amounts consistent with past practice or release dividends payable in stock of Parent or any of its Subsidiaries and payment of the redemption price of shares of Series A Preferred Stock and other party from such other party's obligations underamounts paid to induce conversion of Series A Preferred Stock; or (B) repurchase, redeem or amend any provision ofotherwise acquire, any standstill agreementshares of its capital stock or other equity securities other than repurchases of shares of its capital stock or other equity securities in the ordinary course of business and redemptions or repurchases of shares of the Series A Preferred Stock (it being understood that this provision shall not prohibit the exercise, exchange or conversion of outstanding Parent Equity Rights); (xiiii) not issue, deliver, grant, sell, pledge or otherwise dispose take any action that would prevent the business combination to be effected pursuant to the Merger from qualifying for "pooling of interests" accounting treatment under GAAP and the rules and regulations of the SEC and not take any bonds, debentures, notes or other indebtedness, in each case having action that would prevent the right business combination to vote together with Parent's stockholders be effected pursuant to the Merger from qualifying as a "reorganization" within the meaning of Section 368 of the Code; (iv) not take any action to cause the shares of Parent Common Stock to cease to be listed on any matterthe NYSE; and (xiiv) not enter into any commitments or agreements to do any of the foregoing.

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 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)Parent; (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 (vx) quarterly cash dividends of $.206 .20 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 wholly owned 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 clause (D) shall not prohibit the exercise, exchange or conversion of Parent Equity Equivalent Securities); or (E) enter into any agreement, letter of intent, agreement in principle or similar agreement to sell, transfer or otherwise dispose of, or purchase or otherwise acquire assets of any business that generated net revenues or net income in the most recently completed fiscal year constituting, or is comprised of net assets having a book value equal to, 25% or more of the consolidated net revenue or net income of Parent for its most recently completed fiscal year (taking into account the merger of Sonat Inc. with and into Parent and the restatement of the financial statement of Parent in connection therewith)year, or the consolidated net assets of Parent, as applicable, by merger, consolidation, transfer or acquisition of shares of capital stock or otherwise; (iii) not take any action that to the knowledge of Parent would prevent the business combination to be effected pursuant to the Parent Merger from qualifying for pooling of interests accounting treatment under GAAP and the rules and regulations of the SEC or would prevent the business combination to be effected pursuant to the Parent Merger or the Alternative Merger, as applicable, from qualifying as a "reorganization" within the meaning of Section 368 of the Code; (iv) except as required by applicable law or pursuant to contractual obligations in effect as of the date of this Agreement, not (A) execute, establish, adopt or amend, or accelerate rights or benefits under, any agreement relating to severance or change-in-control or any Parent Employee Plan (provided that Parent and its Subsidiaries shall be permitted hereunder to (i) enter into or amend consulting, employment or and collective bargaining agreements and (ii) to amend its Key Executive Severance Protection Plan and Employee Severance Protection Plan to exclude the employees of the Company and its Subsidiaries from participating therein following the Effective Time), (B) increase the compensation payable or to become payable to any of its officers, directors or employees (except for increases in the ordinary course of business consistent with past practices), (C) grant any severance or termination pay to any an officer or director of Parent, or (D) grant any stock options or other equity related awards; (v) not issue, deliver, grant, sell, pledge or otherwise dispose of shares of any class of its capital stock, other equity securities, or any securities convertible, exercisable or exchangeable for or into, any such shares or as other equity securities, except (x) upon the exercise, exchange or conversion of Parent Equity Equivalent Securities, and (y) trust securities (which are not directly or indirectly convertible into or exercisable or exchangeable for shares of Parent Common Stock) in connection with financing transactions and (z) in connection with a purchase or acquisition permitted under Section 5.2 (ii)(E), provided that the issuance, delivery, grant, sale, pledge or other disposition does not require the approval of the stockholders of Parent under the rules of the NYSE or applicable law; and provided, further that, without the consent of the Company (not to be unreasonably withheld), Parent may issue or deliver in the aggregate in connection with such permitted purchases and acquisitions, no more than 37.5 million shares of Parent Common Stock (the issuance of securities exercisable, exchangeable or convertible for shares of Parent Common Stock shall, for this purpose, be deemed an issuance of the number of shares of Parent Common Stock into which such securities are exercisable, exchangeable or convertible); (vi) not change its accounting policies, practices or methods except as required by GAAP or by the rules and regulations of the SEC; (vii) not (x) take any action to amend the Parent Rights Agreement, (y) redeem the rights subject to the Parent Rights Agreement or (z) take any action to render inapplicable, or to exempt any third party from, any provision of the Parent Rights Agreement, the Restated Certificate of Incorporation of Parent or any statute referred to in Section 6.14;6.15. (viii) not take any action to cause the shares of Parent Common Stock to cease to be listed on the NYSE; (ix) not take any action that would be reasonably likely to result in any of the conditions set forth in Article VII hereof not being satisfied or that would impair the ability of Parent to consummate the transactions contemplated hereby in accordance with the terms hereof or delay such consummation; (x) not waive any of its rights under, or release any other party from such other party's obligations under, or amend any provision of, any standstill agreement; (xi) not issue, deliver, grant, sell, pledge or otherwise dispose of any bonds, debentures, notes or other indebtedness, in each case having the right to vote together with Parent's stockholders on any matter; and (xii) not enter into any commitments or agreements to do any of the foregoing.