Common use of Negative Obligations of Parent Clause in Contracts

Negative Obligations of Parent. Without limiting the generality of Section 5.3, except as (i) expressly required by this Agreement, (ii) required by Applicable Law, (iii) as set forth in Section 5.4 of the Parent Disclosure Letter, or (iv) as approved in advance by the Company in writing (such approval not to be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, Parent shall not, and shall not permit its Subsidiaries to (it being understood that if any action is permitted by any of the following sub-sections of this Section 5.4, such action shall be deemed permitted pursuant to Section 5.3): (a) amend, modify or otherwise change the Parent Charter Documents in a manner that would reasonably be expected to prevent, impede or materially delay the transactions contemplated by this Agreement or otherwise in a manner materially adverse to the Company or the Company Shareholders; (b) split, combine, reclassify, subdivide, exchange, recapitalize or enter into any similar transaction in respect of any share capital, declare, authorize, set aside, make or pay any special or extraordinary dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any share capital, or make any other actual, constructive or deemed distribution in respect of the share capital, other than in each case in respect of (i) cash dividends made by any direct or indirect wholly owned Subsidiary of Parent to Parent or one of its Subsidiaries, and (ii) regular quarterly cash dividends in respect of Parent Common Stock which dividends, for the avoidance of doubt, may be decreased in amount from quarter to quarter at the discretion of the board of directors of Parent; (c) except where Parent’s board of directors determines in good faith (after consultation with its outside legal counsel) that the failure to take any such action would be inconsistent with the fiduciary duties of Parent’s board of directors under Applicable Law, merge or consolidate with any Person or otherwise enter into a joint venture with any Person or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Parent (other than the transactions contemplated hereby, including the Merger); or (d) authorize, offer, agree, commit or enter into a Contract to do any of the foregoing. Notwithstanding the foregoing, nothing in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct the business or operations of Parent or its Subsidiaries at any time prior to the Effective Time, and Parent and its Subsidiaries shall not be required to violate any Applicable Law. Prior to the Effective Time, Parent and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their own business and operations.

Negative Obligations of Parent. Without limiting the generality of Section 5.3, except as Except (i) as expressly required contemplated or permitted by this Agreement, (ii) as required by Applicable Law, (iii) as set forth in Section 5.4 of the Parent Disclosure Letter, or (iviii) as approved in advance by the Company in writing (such which approval shall not to be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII Section 9.1 and the Effective Time, Parent shall not, and shall not permit cause its Subsidiaries to (it being understood that if any action is permitted by not, do any of the following sub-sections of this Section 5.4, such action shall be deemed permitted pursuant to Section 5.3):following: (a) amendpropose to adopt any amendments to or amend its certificates of incorporation or bylaws or comparable organizational documents, modify or otherwise change the Parent Charter Documents except for any such amendments in a manner that would reasonably be expected to prevent, impede or materially delay the transactions contemplated by this Agreement or otherwise in a manner materially adverse to the Company or the Company Shareholdersconnection with forum selection; (b) authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, other equity-based commitments, subscriptions, rights to purchase or otherwise) any of its securities or any securities of any of its Subsidiaries, except for (i) the issuance and sale of shares of Parent Class A Common Stock pursuant to the exercise or settlement of stock options, restricted stock units or other equity compensation awards outstanding prior to the date hereof, (ii) the issuance of shares of Parent Class A Common Stock in consideration of annual bonus payments to Parent’s and its Subsidiaries employees in the ordinary course of business consistent with past practice, (iii) grants of purchase rights under an employee stock purchase or other similar plan, (iv) grants to newly hired employees of stock options to purchase Parent Class A Common Stock granted in the ordinary course of business consistent with past practice, with a per share exercise price that is no less than the then-current market price of a share of Parent Class A Common Stock or (v) the grant of restricted stock units and stock option awards in the ordinary course of business consistent with past practice to employees, individual contractors and university professors providing services to Parent or its Subsidiaries; (c) acquire, repurchase or redeem, directly or indirectly, or amend any of its securities or any securities of any of its Subsidiaries (other than any repurchases or redemptions required under terms of any Parent Employee Plans outstanding prior to the date hereto); (d) other than cash dividends made by any of its direct or indirect wholly-owned Subsidiaries to themselves or one of its Subsidiaries, split, combine, reclassify, subdivide, exchange, recapitalize combine or enter into reclassify any similar transaction in respect shares of any share capitalcapital stock, declare, authorize, set aside, make aside or pay any special or extraordinary dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any share capitalshares of capital stock, or make any other actual, constructive or deemed distribution in respect of the share capital, other than in each case in respect shares of (i) cash dividends made by any direct or indirect wholly owned Subsidiary of Parent to Parent or one of its Subsidiaries, and (ii) regular quarterly cash dividends in respect of Parent Common Stock which dividends, for the avoidance of doubt, may be decreased in amount from quarter to quarter at the discretion of the board of directors of Parentcapital stock; (ce) except where Parent’s board of directors determines in good faith (after consultation with its outside legal counsel) that the failure to take any such action would be inconsistent with the fiduciary duties of Parent’s board of directors under Applicable Law, merge or consolidate with any Person or otherwise enter into a joint venture with any Person propose or adopt a plan of complete or partial liquidation, liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Parent Parent, Merger Sub One or Merger Sub Two (other than the transactions contemplated herebyhereby and other then the transactions covered by Section 5.9(f) below); (f) acquire any third party(ies) or business(es) (other than the Company) in any transaction or series of related transactions (whether by way of merger, including consolidation, restructuring, recapitalization, reorganization, share purchase, asset purchase or similar transaction) (i) if such transaction(s) (A) would require the Merger)financial statements of such acquired Person or business to be incorporated within the Registration Statement under Regulation S-X of the Securities Act, (B) would reasonably be expected to result in a delay in the filing with the SEC, or declaration of the effectiveness by the SEC of, the Registration Statement, or (C) would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or (ii) for an aggregate purchase price in excess of $100,000,000; (g) sell, lease, transfer, or dispose of any material property or assets, or any portion thereof or interest therein, in any single transaction or series of related transactions, except for (i) transactions pursuant to existing Contracts, (ii) transactions in the ordinary course of business consistent with past practice, (iii) transactions not in excess of $3,000,000, in the aggregate or (iv) dispositions of obsolete, surplus or worn out assets that are no longer useful in the conduct of the business of Parent or its Subsidiaries; (h) except as may be required by changes in GAAP after the date hereof, make any change in any of the accounting principles or practices used by either of them if such change (i) would reasonably be expected to result in a delay in the filing of the Registration Statement with the SEC, or (ii) would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; (i) commence any Action (except with respect to routine matters in the ordinary course of business or in connection with a breach of this Agreement or any other agreements contemplated hereby or demand notices that do not threaten litigation to enforce any rights under a Parent Material Contract or material purchase orders) or settle or compromise any pending or threatened Action, in each case, that would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; or (dj) authorizeauthorize any of, offeror agree or commit to take, agree, commit or enter into a Contract to do any of the foregoing. Notwithstanding the foregoing, nothing in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct the business or operations of Parent or its Subsidiaries at any time prior to the Effective Time, and Parent and its Subsidiaries shall not be required to violate any Applicable Law. Prior to the Effective Time, Parent and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their own business and operationsforegoing actions.

Negative Obligations of Parent. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with Section 5.38.1, except (a) as (i) expressly prohibited or required by this Agreementapplicable Law or by any Governmental Entity, (ii) required by Applicable Law, (iiib) as set forth in Section 5.3 or Section 5.4 of the Parent Disclosure Letter, or (ivc) as approved in advance otherwise required or permitted by the this Agreement, unless Company in writing shall otherwise consent (such approval which consent shall not to be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, Parent shall not, and shall not permit any of its Subsidiaries to (it being understood that if any action is permitted by any of the following sub-sections of this Section 5.4, such action shall be deemed permitted pursuant to Section 5.3):to: (a) amend, modify modify, waive, rescind or otherwise propose any change the Parent Charter Documents in a manner that would reasonably be expected to preventits certificate of incorporation, impede bylaws, memorandum and articles of association or materially delay the transactions contemplated by this Agreement or otherwise in a manner materially adverse to the Company similar organizational documents, or the Company Shareholdersterms of any security of Parent or any Subsidiary, other than in immaterial respects in relation to any Subsidiary of Parent; (b) (i) merge or consolidate itself with any other Person or (ii) adopt any plan to restructure, reorganize or completely or partially liquidate (except for any such transactions among Parent’s wholly-owned Subsidiaries); (c) split, combine, reclassify, subdivide, exchange, recapitalize subdivide or enter into reclassify its issued and outstanding shares of its capital stock (except for any similar such transaction in respect by a direct or indirect wholly-owned Subsidiary of any share capital, Parent which remains a direct or indirect wholly-owned Subsidiary of Parent after consummation of such transaction); (d) declare, authorize, set aside, make or pay any special or extraordinary dividend or other distribution (whether distribution, other than cash dividends in cashthe ordinary course, shares or property or any combination thereof) in respect of any share capitalof its capital stock, or make purchase, repurchase, redeem, exchange or otherwise acquire at a premium any shares of its capital stock or any other actualequity interests or any rights, constructive warrants or deemed distribution in respect of the share capitaloptions to acquire any such shares or interests, other than pursuant to a Parent Stock Plan; (e) alter or amend any existing accounting methods, principles or practice, except as may be required by changes in each case GAAP or applicable Law; (f) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or any business or division thereof, or otherwise acquire any assets, unless such acquisition or the entering into of a definitive agreement relating to or the consummation of such transaction would not reasonably be expected to (i) impose any delay in the obtaining of, or increase in any material respect the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Entity necessary to consummate the Merger or the expiration or termination of any applicable waiting or approval period, (ii) increase in any material respect the risk of any Governmental Entity entering an order prohibiting the consummation of the Merger, or (iii) increase in any material respect the risk of not being able to remove any such order on appeal or otherwise; (g) issue, sell, pledge, dispose of, grant, transfer, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any shares of its capital stock or the capital stock of any its Subsidiaries, or securities convertible or exchangeable into or exercisable for any shares of such capital stock, or any options, warrants or other rights of any kind to acquire any shares of such capital stock or such convertible or exchangeable securities, other than the issuance of (i) cash dividends any shares of Parent Preferred Stock upon the settlement of any grants made by under any direct Parent Stock Plan, or indirect wholly owned any similar Parent plan; (ii) any securities of a Subsidiary of Parent to Parent or one of its Subsidiaries, and (ii) regular quarterly cash dividends in respect of Parent Common Stock which dividends, for the avoidance of doubt, may be decreased in amount from quarter to quarter at the discretion of the board of directors any other Subsidiary of Parent; ; or (ciii) except where Parent’s board of directors determines in good faith (after consultation with its outside legal counsel) that the failure to take any such action would be inconsistent with the fiduciary duties of Parent’s board of directors grants under Applicable Law, merge or consolidate with any Person or otherwise enter into a joint venture with any Person or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Parent (other than the transactions contemplated herebyStock Plans, including the Merger)or any similar Parent plan; or (dh) authorize, offer, agree, commit or enter into any Contract, or otherwise obligate itself in a Contract legally binding manner, to do take any of the foregoing. Notwithstanding the foregoing, nothing in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct the business or operations of Parent or its Subsidiaries at any time prior to the Effective Time, and Parent and its Subsidiaries shall not be required to violate any Applicable Law. Prior to the Effective Time, Parent and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their own business and operationsforegoing actions.

Negative Obligations of Parent. Without limiting the generality of Section 5.3, except Except as (i1) expressly required by this Agreement, (ii) may be required by Applicable Law, (iii2) as set forth in Section 5.4 of the Parent Disclosure Letterexpressly required or permitted by this Agreement, or (iv3) as approved consented to in advance by the Company in writing (such approval consent not to be unreasonably withheld, conditioned or delayed), (4) for any actions taken reasonably and in good faith to respond to or other epidemic or pandemic, including compliance with COVID-19 Measures, or (5) set forth on Section 5.04 of the Parent Disclosure Letter, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article ARTICLE VIII and the Effective Time, Parent shall not, not do any of the following and shall not permit its Subsidiaries to (it being understood that if any action is permitted by do any of the following sub-sections of this Section 5.4, such action shall be deemed permitted pursuant to Section 5.3):following: (a) amendamend its memorandum and articles of association, modify certificate of incorporation or otherwise change the Parent Charter Documents in a manner that would reasonably be expected to preventbylaws or comparable organizational documents, impede or materially delay the transactions contemplated by this Agreement or otherwise in a manner materially adverse to the Company or the Company Shareholdersenter into any Contract with any of Parent’s shareholders; (b) issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any Parent Securities or any capital stock or securities of any of its Subsidiaries, other than (i) grants of Parent Compensatory Awards to employees subject to the terms as set forth on Section 5.04(b) of the Parent Disclosure Letter, (ii) the issuance and sale of Parent Ordinary Shares pursuant to the exercise, vesting or settlement of any Parent Compensatory Awards (including in order to satisfy Tax withholding obligations) or (iii) transactions among Parent and its wholly owned Subsidiaries or among wholly owned Subsidiaries of Parent; (c) acquire or redeem, directly or indirectly, any Parent Securities or any capital stock or securities of any of its Subsidiaries, other than (i) in full or partial payment of the exercise price and any applicable Taxes pursuant to any exercise, vesting or settlement of Parent Compensatory Awards or (ii) pursuant to the forfeiture of any Parent Compensatory Awards or (iii) transactions among Parent and its wholly owned Subsidiaries or among wholly owned Subsidiaries of Parent; (d) split, combine, reclassify, subdivide, exchange, recapitalize amend the terms of or enter into reclassify any similar transaction in respect shares of capital stock of Parent or any capital stock or securities of any share capitalof its Subsidiaries, or declare, authorize, set aside, make aside or pay any special or extraordinary dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any share capital, or make any other actual, constructive or deemed distribution in respect shares of the share capital, other than in each case in respect of (i) cash dividends made by any direct or indirect wholly owned Subsidiary of Parent to Parent or one of its Subsidiaries, and (ii) regular quarterly cash dividends in respect of Parent Common Stock which dividends, for the avoidance of doubt, may be decreased in amount from quarter to quarter at the discretion of the board of directors capital stock of Parent; (ce) except where Parent’s board of directors determines in good faith (after consultation with its outside legal counsel) that the failure to take any such action would be inconsistent with the fiduciary duties of Parent’s board of directors under Applicable Law, merge or consolidate with any Person or otherwise enter into a joint venture with any Person or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Parent or any of its Subsidiaries (other than (i) the transactions contemplated hereby, including the Merger, and (ii) transactions between Parent and any direct or indirect wholly owned Parent Subsidiary or between direct or indirect wholly owned Parent Subsidiaries); (f) enter into any Contract that would reasonably be expected to prevent or materially delay or impair the ability of Parent to consummate the Merger and other transactions contemplated by this Agreement; or (dg) authorize, offer, agree, commit or enter into a Contract or take any other action to do any of the foregoing. Notwithstanding the foregoing, nothing in foregoing actions that are prohibited pursuant to this Agreement is intended to give the Company, directly or indirectly, the right to control or direct the business or operations of Parent or its Subsidiaries at any time prior to the Effective Time, and Parent and its Subsidiaries shall not be required to violate any Applicable Law. Prior to the Effective Time, Parent and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their own business and operationsSection 5.04.

Negative Obligations of Parent. Without limiting the generality of Section 5.3, except as Except (i) expressly as contemplated, required or permitted by this Agreement, Agreement or (ii) required by Applicable Law, (iii) as set forth in Section 5.4 of the Parent Disclosure Letter, or (iv) as approved in advance by the Company in writing (such which approval shall not to be unreasonably withheld, conditioned conditioned, or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of (x) the termination of this Agreement pursuant to Article VIII and (y) the Effective Time, Parent shall not, not do any of the following and shall not permit its Subsidiaries to (it being understood that if any action is permitted by do any of the following sub-sections of this Section 5.4, such action shall be deemed permitted pursuant to Section 5.3):following: (a) amendamend its certificate of incorporation, modify bylaws or otherwise change other organizational documents to the Parent Charter Documents in a manner that extent such amendment would reasonably be expected to prevent, impede or materially delay have an adverse effect on the transactions contemplated by this Agreement Agreement, the occurrence of the Effective Time or otherwise the consummation of the Closing, or would adversely affect the holders of shares in a manner materially adverse to the Company or the Company Shareholdersthat does not affect all holders of Parent Common Stock generally; (b) splitacquire (by merger or stock or asset purchase or otherwise) any corporation, combinepartnership, reclassifyother business organization or any material business or division thereof or otherwise effect any consolidation, subdividemerger, exchangebusiness combination, recapitalize recapitalization or enter into any similar transaction in respect of any share capital, declare, authorize, set aside, make (other than the Merger) if such acquisition could reasonably be expected to prevent or pay any special or extraordinary dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any share capital, or make any other actual, constructive or deemed distribution in respect materially delay the consummation of the share capital, other than in each case in respect of (i) cash dividends made transactions contemplated by any direct or indirect wholly owned Subsidiary of Parent to Parent or one of its Subsidiaries, and (ii) regular quarterly cash dividends in respect of Parent Common Stock which dividends, for the avoidance of doubt, may be decreased in amount from quarter to quarter at the discretion of the board of directors of Parentthis Agreement; (c) except where Parent’s board of directors determines in good faith (after consultation with its outside legal counsel) that the failure take any action or fail to take any such action that is intended to, or would reasonably be inconsistent with expected to, individually or in the fiduciary duties aggregate, prevent, materially delay or materially impede the ability of Parent’s board of directors under Applicable Law, merge Merger Sub or consolidate with any Person or otherwise enter into a joint venture with any Person or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization Merger Sub LLC to consummate the Merger or other reorganization of the Parent (other than the transactions contemplated hereby, including the Merger)by this Agreement; or (d) authorize, offer, agree, commit or enter into a any Contract with respect to do any of the foregoing. Notwithstanding the foregoing, nothing in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct the business or operations of Parent or its Subsidiaries at any time prior to the Effective Time, and Parent and its Subsidiaries shall not be required to violate any Applicable Law. Prior to the Effective Time, Parent and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their own business and operations.

Negative Obligations of Parent. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with Section 5.38.1, except (a) as (i) expressly prohibited or required by this Agreementapplicable Law or by any Governmental Entity, (ii) required by Applicable Law, (iiib) as set forth in Section 5.3 or Section 5.4 of the Parent Disclosure Letter, or (ivc) as approved in advance otherwise required or permitted by the this Agreement, unless Company in writing shall otherwise consent (such approval which consent shall not to be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, Parent shall not, and shall not permit any of its Subsidiaries to (it being understood that if any action is permitted by any of the following sub-sections of this Section 5.4, such action shall be deemed permitted pursuant to Section 5.3):to: (a) amend, modify modify, waive, rescind or otherwise propose any change the Parent Charter Documents in a manner that would reasonably be expected to preventits certificate of incorporation, impede bylaws or materially delay the transactions contemplated by this Agreement or otherwise in a manner materially adverse to the Company similar organizational documents, or the Company Shareholdersterms of any security of Parent or any Subsidiary, other than in immaterial respects in relation to any Subsidiary of Parent; (b) (i) merge or consolidate itself with any other Person, or (ii) adopt any plan to restructure, reorganize or completely or partially liquidate (except for any such transactions among Parent’s wholly-owned Subsidiaries); (c) split, combine, reclassify, subdivide, exchange, recapitalize subdivide or enter into reclassify its outstanding shares of its capital stock (except for any similar such transaction in respect by a direct or indirect wholly-owned Subsidiary of any share capital, Parent which remains a direct or indirect wholly-owned Subsidiary of Parent after consummation of such transaction); (d) declare, authorize, set aside, make or pay any special or extraordinary dividend or other distribution (whether in cash, shares or stock, property or any combination thereofotherwise) in respect of any share capitalof its capital stock, or make purchase, repurchase, redeem, exchange or otherwise acquire at a premium any shares of its capital stock or any other actualequity interests or any rights, constructive warrants or deemed distribution options to acquire any such shares or interests; (e) alter or amend any existing material accounting methods, principles or practice, except as may be required by changes in GAAP or applicable Law (including Regulation S-X of the Exchange Act) and agreed to by the Company’s independent public accountants; (f) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or any business or division thereof, or otherwise acquire any assets, unless such acquisition or the entering into of a definitive agreement relating to or the consummation of such transaction would not reasonably be expected to (i) impose any material delay in the obtaining of, or increase in any material respect the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Entity necessary to consummate the Merger or the expiration or termination of any applicable waiting or approval period, (ii) increase the risk in any material respect of any Governmental Entity entering an order prohibiting the share capitalconsummation of the Merger, or (iii) increase in any material respect the risk of not being able to remove any such order on appeal or otherwise; (g) issue, sell, pledge, dispose of, grant, transfer, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, or encumbrance of, any shares of its capital stock, or other securities convertible or exchangeable into or exercisable for any shares of such capital stock, or any options, warrants or other rights of any kind to acquire any shares of such capital stock or such convertible or exchangeable securities, other than in each case in respect the issuance of (i) cash dividends any shares of Parent Common Stock upon the settlement of any grants made by under any direct Parent Stock Plan, or indirect wholly owned any similar Parent plan; (ii) any securities of a Subsidiary of Parent to Parent or one of its Subsidiaries, and (ii) regular quarterly cash dividends in respect of Parent Common Stock which dividends, for the avoidance of doubt, may be decreased in amount from quarter to quarter at the discretion of the board of directors any other Subsidiary of Parent; ; or (ciii) except where Parent’s board of directors determines in good faith (after consultation with its outside legal counsel) that the failure to take any such action would be inconsistent with the fiduciary duties of Parent’s board of directors grants under Applicable Law, merge or consolidate with any Person or otherwise enter into a joint venture with any Person or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Parent (other than the transactions contemplated herebyStock Plans, including the Merger)or any similar Parent plan; or (dh) authorize, offer, agree, commit or enter into any Contract, or otherwise obligate itself in a Contract legally binding manner, to do take any of the foregoing. Notwithstanding the foregoing, nothing in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct the business or operations of Parent or its Subsidiaries at any time prior to the Effective Time, and Parent and its Subsidiaries shall not be required to violate any Applicable Law. Prior to the Effective Time, Parent and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their own business and operationsforegoing actions.

Negative Obligations of Parent. Without limiting the generality of Section 5.3, except Except as (i1) expressly required by this Agreement, (ii) may be required by Applicable Law, (iii2) as expressly required or permitted by this Agreement, (3) set forth in Section 5.3 or Section 5.4 of the Parent Disclosure Letter, Letter or (iv4) as approved in advance by the Company in writing (such approval writing, not to be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, Parent shall not, not do any of the following and shall not permit its Subsidiaries to (it being understood that if any action is permitted by do any of the following sub-sections of this Section 5.4, such action shall be deemed permitted pursuant to Section 5.3):following: (a) amendamend its certificate of incorporation or bylaws or comparable organizational documents, modify or otherwise change the Parent Charter Documents take any action to exempt any Person from any provision of Parent’s or any of its Subsidiaries’ respective certificates of incorporation, bylaws or comparable organizational documents, in a each case in any manner that would reasonably be expected adverse in any material respect to prevent, impede or materially delay the transactions contemplated by this Agreement or otherwise in a manner materially adverse to the holders of Company or the Company ShareholdersCommon Stock; (b) acquire or redeem, directly or indirectly, or amend any Parent Securities or the preferred stock of Lumentum Inc. (the “Parent Subsidiary Preferred Stock”) other than (i) in full or partial payment of the exercise price and any applicable Taxes pursuant to any exercise, vesting or settlement of Parent Compensatory Awards, (ii) pursuant to the forfeiture of any Parent Compensatory Awards or (iii) redemptions of the Parent Subsidiary Preferred Stock; (c) split, combine, reclassify, subdivide, exchange, recapitalize amend the terms of or enter into reclassify any similar transaction in respect shares of any share capitalcapital stock of Parent or the Parent Subsidiary Preferred Stock, declare, authorize, set aside, make aside or pay any special or extraordinary dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any share capitalshares of capital stock of Parent or the Parent Subsidiary Preferred Stock, or make any other actual, constructive or deemed distribution in respect of the share capital, other than in each case in respect shares of (i) cash dividends made by any direct or indirect wholly owned Subsidiary capital stock of Parent to or the Parent or one of its Subsidiaries, and (ii) regular quarterly cash dividends in respect of Parent Common Stock which dividends, for the avoidance of doubt, may be decreased in amount from quarter to quarter at the discretion of the board of directors of ParentSubsidiary Preferred Stock; (cd) except where Parent’s board of directors determines in good faith (after consultation with its outside legal counsel) that the failure to take any such action would be inconsistent with the fiduciary duties of Parent’s board of directors under Applicable Law, merge or consolidate with any Person or otherwise enter into a joint venture with any Person or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Parent (other than (i) the transactions contemplated hereby, including the Merger, and (ii) transactions between Parent and any direct or indirect wholly owned Parent Subsidiary or between direct or indirect wholly owned Parent Subsidiaries); or; (de) (A) acquire (whether by merger or consolidation, acquisition of stock or assets or by formation of a joint venture or otherwise) any other person or business or any assets, deposits or properties of any other person, or (B) make any material investment in any other Person either by purchase of stock or securities, contributions to capital, property transfers or purchase of property or assets of any person other than a wholly owned Subsidiary of Parent, except in the case of clause (A) and (B) (x) as would not be reasonably expected to prevent or materially impair or delay the satisfaction of the conditions set forth in Section 7.1(b) and Section 7.1(c) and (y) where the consideration payable in such transactions by Parent is less than $100,000,000 in the aggregate; (f) convene any meeting of the holders of Parent Common Stock for the purpose of revoking or varying the authority of the directors of Parent to allot Parent Common Stock; (g) (i) incur or assume any long-term or short-term debt or issue any debt securities or (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except with respect to obligations of direct or indirect wholly owned Subsidiaries of Parent, except for (A) short-term debt incurred to fund operations of the business in the ordinary course of business consistent with past practice and (B) loans or advances to or from direct or indirect wholly-owned Subsidiaries, and (C) the Debt Financing or the Alternative Debt Financing; and (h) authorize, offer, agree, commit or enter into a Contract to do any of the foregoing. Notwithstanding the foregoing, nothing in foregoing actions that are prohibited pursuant to this Agreement is intended to give the Company, directly or indirectly, the right to control or direct the business or operations of Parent or its Subsidiaries at any time prior to the Effective Time, and Parent and its Subsidiaries shall not be required to violate any Applicable Law. Prior to the Effective Time, Parent and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their own business and operationsSection 5.4.

Negative Obligations of Parent. Without limiting the generality of Section 5.3, except as Except (i) expressly required as contemplated or permitted by this Agreement, Agreement or (ii) required by Applicable Law, (iii) as set forth in Section 5.4 of the Parent Disclosure Letter, or (iv) as approved in advance by the Company in writing (such which approval shall not to be unreasonably withheld, conditioned delayed or delayedconditioned), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, Parent shall not, not do any of the following (and where applicable shall not permit its Subsidiaries to (it being understood that if any action is permitted by do any of the following sub-sections following): propose to adopt any amendments to or amend its certificate of this Section 5.4, such action shall be deemed permitted pursuant to Section 5.3): (a) amend, modify incorporation or otherwise bylaws or comparable organizational documents or change the authorized capital stock of Parent; provided, however, that Parent Charter Documents may effect a reverse stock split in a manner that would reasonably be expected order to preventregain compliance with Nasdaq Marketplace Rule 4450(a)(5); other than cash dividends made by any direct or indirect wholly owned Subsidiary of Parent to Parent or one of its Subsidiaries, impede or materially delay the transactions contemplated by this Agreement or otherwise in a manner materially adverse to the Company or the Company Shareholders; (b) split, combine, reclassify, subdivide, exchange, recapitalize combine or enter into reclassify any similar transaction in respect shares of any share capitalcapital stock, declare, authorize, set aside, make aside or pay any special or extraordinary dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any share capitalshares of capital stock, or repurchase any shares of capital stock that would, in the aggregate, require the approval of Parent's stockholders in connection with the issuance of the Merger Shares pursuant to this Agreement and the transactions contemplated hereby, make any other actual, constructive or deemed distribution in respect of the share capitalshares of capital stock; provided, other than however, that Parent may effect a reverse stock split in each case in respect order to regain compliance with Nasdaq Marketplace Rule 4450(a)(5); authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any Parent Securities without providing notice to the Company's chief executive officer a reasonable period of time before authorizing or committing to such issuance or sale and giving due consideration to any resulting input from the Company before authorizing or committing to such issue or sale, except for (iA) cash dividends made by any direct or indirect wholly owned Subsidiary the issuance and sale of Parent to Parent or one of its Subsidiaries, and (ii) regular quarterly cash dividends in respect shares of Parent Common Stock which dividendspursuant to equity awards under the Parent Option Plans or pursuant to the Parent ESPP, for (B) grants of equity awards under the avoidance Parent Option Plans and (C) issuances and sales in the ordinary course of doubtbusiness consistent with past practice; sell, may lease, license, pledge or otherwise dispose of, distribute or encumber any properties or assets of Parent or any of its Subsidiaries if such transaction would be decreased in amount from quarter required to quarter at be reported on a current report on Form 8-K or any successor form under the discretion rules and regulations of the board SEC; acquire (by merger, consolidation or acquisition of directors of Parent; (cstock or assets) except where Parent’s board of directors determines in good faith (after consultation with its outside legal counsel) that the failure to take any other Person or any equity interest therein if such action transaction would be inconsistent with required to be reported on a current report on Form 8-K or any successor form under the fiduciary duties rules and regulations of Parent’s board of directors under Applicable Law, merge or consolidate with any Person or otherwise enter into a joint venture with any Person the SEC; propose or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Parent or any of its Subsidiaries (other than the transactions contemplated hereby, including the Mergerby this Agreement); or (d) enter into any Contract other than in the ordinary course of business which would be reasonably expected to result in a Parent Material Adverse Effect; or authorize, offerrecommend, agree, commit make any commitment, or enter into a Contract announce an intention to do take any of the foregoing. Notwithstanding the foregoing, nothing in actions prohibited by this Agreement is intended to give the Company, directly or indirectly, the right to control or direct the business or operations of Parent or its Subsidiaries at any time prior to the Effective Time, and Parent and its Subsidiaries shall not be required to violate any Applicable Law. Prior to the Effective Time, Parent and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their own business and operationsSection 5.3.

Negative Obligations of Parent. Without limiting the generality of Section 5.3, except Except as (i1) expressly required by this Agreement, (ii) may be required by Applicable Law, (iii2) as expressly required or permitted by this Agreement, (3) set forth in Section 5.3 or Section 5.4 of the Parent Disclosure Letter, Letter or (iv4) as approved in advance by the Company in writing (such approval writing, not to be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, Parent shall not, not do any of the following and shall not permit its Subsidiaries to (it being understood that if any action is permitted by do any of the following sub-sections of this Section 5.4, such action shall be deemed permitted pursuant to Section 5.3):following: (a) amendamend its certificate of incorporation or bylaws or comparable organizational documents, modify or otherwise change the Parent Charter Documents take any action to exempt any Person from any provision of Parent’s or any of its Subsidiaries’ respective certificates of incorporation, bylaws or comparable organizational documents, in a each case in any manner that would reasonably be expected adverse in any material respect to prevent, impede or materially delay the transactions contemplated by this Agreement or otherwise in a manner materially adverse to the holders of Company or the Company ShareholdersCommon Stock; (b) acquire or redeem, directly or indirectly, or amend any Parent Securities or the preferred stock of Lumentum Inc. (the “Parent Subsidiary Preferred Stock”) other than (i) in full or partial payment of the exercise price and any applicable Taxes pursuant to any exercise, vesting or settlement of Parent Compensatory Awards, (ii) pursuant to the forfeiture of any Parent Compensatory Awards or (iii) redemptions of the Parent Subsidiary Preferred Stock; (c) split, combine, reclassify, subdivide, exchange, recapitalize amend the terms of or enter into reclassify any similar transaction in respect shares of any share capitalcapital stock of Parent or the Parent Subsidiary Preferred Stock, declare, authorize, set aside, make aside or pay any special or extraordinary dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any share capitalshares of capital stock of Parent or the Parent Subsidiary Preferred Stock, or make any other actual, constructive or deemed distribution in respect of the share capital, other than in each case in respect shares of (i) cash dividends made by any direct or indirect wholly owned Subsidiary capital stock of Parent to or the Parent or one of its Subsidiaries, and (ii) regular quarterly cash dividends in respect of Parent Common Stock which dividends, for the avoidance of doubt, may be decreased in amount from quarter to quarter at the discretion of the board of directors of ParentSubsidiary Preferred Stock; (cd) except where Parent’s board of directors determines in good faith (after consultation with its outside legal counsel) that the failure to take any such action would be inconsistent with the fiduciary duties of Parent’s board of directors under Applicable Law, merge or consolidate with any Person or otherwise enter into a joint venture with any Person or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Parent (other than (i) the transactions contemplated hereby, including the Merger, and (ii) transactions between Parent and any direct or indirect wholly owned Parent Subsidiary or between direct or indirect wholly owned Parent Subsidiaries); or; (de) (A) acquire (whether by merger or consolidation, acquisition of stock or assets or by formation of a joint venture or otherwise) any other person or business or any assets, deposits or properties of any other person, or (B) make any material investment in any other Person either by purchase of stock or securities, contributions to capital, property transfers or purchase of property or assets of any person other than a wholly owned Subsidiary of Parent, except in the case of clause (A) and (B) (x) as would not be reasonably expected to prevent or materially impair or delay the satisfaction of the conditions set forth in Section 7.1(b) and Section 7.1(c) and (y) where the consideration payable in such transactions by Parent is less than $100,000,000 in the aggregate; (f) convene any meeting of the holders of Parent Common Stock for the purpose of revoking or varying the authority of the directors of Parent to allot Parent Common Stock; (g) (i) incur or assume any long-term or short-term debt or issue any debt securities or (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except with respect to obligations of direct or indirect wholly owned Table of Contents Subsidiaries of Parent, except for (A) short-term debt incurred to fund operations of the business in the ordinary course of business consistent with past practice and (B) loans or advances to or from direct or indirect wholly-owned Subsidiaries, and (C) the Debt Financing or the Alternative Debt Financing; and (h) authorize, offer, agree, commit or enter into a Contract to do any of the foregoing. Notwithstanding the foregoing, nothing in foregoing actions that are prohibited pursuant to this Agreement is intended to give the Company, directly or indirectly, the right to control or direct the business or operations of Parent or its Subsidiaries at any time prior to the Effective Time, and Parent and its Subsidiaries shall not be required to violate any Applicable Law. Prior to the Effective Time, Parent and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their own business and operationsSection 5.4.

Negative Obligations of Parent. Without limiting the generality of Section 5.3the foregoing, from the date of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with ‎Section 8.1, except (a) as (i) expressly prohibited or required by this Agreementapplicable Law or by any Governmental Entity, (ii) required by Applicable Law, (iiib) as set forth in Section ‎Section 5.3 or ‎Section 5.4 of the Parent Disclosure Letter, or (ivc) as approved in advance otherwise required or permitted by the this Agreement, unless Company in writing shall otherwise consent (such approval which consent shall not to be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, Parent shall not, and shall not permit any of its Subsidiaries to (it being understood that if any action is permitted by any of the following sub-sections of this Section 5.4, such action shall be deemed permitted pursuant to Section 5.3):to: (a) amend, modify modify, waive, rescind or otherwise propose any change the Parent Charter Documents in a manner that would reasonably be expected to preventits certificate of incorporation, impede bylaws or materially delay the transactions contemplated by this Agreement or otherwise in a manner materially adverse to the Company similar organizational documents, or the Company Shareholdersterms of any security of Parent or any Subsidiary, other than in immaterial respects in relation to any Subsidiary of Parent; (b) (i) merge or consolidate itself with any other Person, or (ii) adopt any plan to restructure, reorganize or completely or partially liquidate (except for any such transactions among Parent’s wholly-owned Subsidiaries); (c) split, combine, reclassify, subdivide, exchange, recapitalize subdivide or enter into reclassify its outstanding shares of its capital stock (except for any similar such transaction in respect by a direct or indirect wholly-owned Subsidiary of any share capital, Parent which remains a direct or indirect wholly-owned Subsidiary of Parent after consummation of such transaction); (d) declare, authorize, set aside, make or pay any special or extraordinary dividend or other distribution (whether in cash, shares or stock, property or any combination thereofotherwise) in respect of any share capitalof its capital stock, or make purchase, repurchase, redeem, exchange or otherwise acquire at a premium any shares of its capital stock or any other actualequity interests or any rights, constructive warrants or deemed distribution options to acquire any such shares or interests; (e) alter or amend any existing material accounting methods, principles or practice, except as may be required by changes in GAAP or applicable Law (including Regulation S-X of the Exchange Act) and agreed to by the Company’s independent public accountants; (f) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or any business or division thereof, or otherwise acquire any assets, unless such acquisition or the entering into of a definitive agreement relating to or the consummation of such transaction would not reasonably be expected to (i) impose any material delay in the obtaining of, or increase in any material respect the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Entity necessary to consummate the Merger or the expiration or termination of any applicable waiting or approval period, (ii) increase the risk in any material respect of any Governmental Entity entering an order prohibiting the share capitalconsummation of the Merger, or (iii) increase in any material respect the risk of not being able to remove any such order on appeal or otherwise; (g) issue, sell, pledge, dispose of, grant, transfer, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, or encumbrance of, any shares of its capital stock, or other securities convertible or exchangeable into or exercisable for any shares of such capital stock, or any options, warrants or other rights of any kind to acquire any shares of such capital stock or such convertible or exchangeable securities, other than in each case in respect the issuance of (i) cash dividends any shares of Parent Common Stock upon the settlement of any grants made by under any direct Parent Stock Plan, or indirect wholly owned any similar Parent plan; (ii) any securities of a Subsidiary of Parent to Parent or one of its Subsidiaries, and (ii) regular quarterly cash dividends in respect of Parent Common Stock which dividends, for the avoidance of doubt, may be decreased in amount from quarter to quarter at the discretion of the board of directors any other Subsidiary of Parent; ; or (ciii) except where Parent’s board of directors determines in good faith (after consultation with its outside legal counsel) that the failure to take any such action would be inconsistent with the fiduciary duties of Parent’s board of directors grants under Applicable Law, merge or consolidate with any Person or otherwise enter into a joint venture with any Person or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Parent (other than the transactions contemplated herebyStock Plans, including the Merger)or any similar Parent plan; or (dh) authorize, offer, agree, commit or enter into any Contract, or otherwise obligate itself in a Contract legally binding manner, to do take any of the foregoing. Notwithstanding the foregoing, nothing in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct the business or operations of Parent or its Subsidiaries at any time prior to the Effective Time, and Parent and its Subsidiaries shall not be required to violate any Applicable Law. Prior to the Effective Time, Parent and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their own business and operationsforegoing actions.

Negative Obligations of Parent. Without limiting the generality of Section 5.3, except as Except (i) expressly required as contemplated or permitted by this Agreement, Agreement or (ii) required by Applicable Law, (iii) as set forth in Section 5.4 of the Parent Disclosure Letter, or (iv) as approved in advance by the Company in writing (such which approval shall not to be unreasonably withheld, conditioned delayed or delayedconditioned), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, Parent shall not, not do any of the following (and where applicable shall not permit its Subsidiaries to (it being understood that if any action is permitted by do any of the following sub-sections of this Section 5.4, such action shall be deemed permitted pursuant to Section 5.3following): (a) amend, modify propose to adopt any amendments to or otherwise amend its certificate of incorporation or bylaws or comparable organizational documents or change the authorized capital stock of Parent; provided, however, that Parent Charter Documents may effect a reverse stock split in a manner that would reasonably be expected order to prevent, impede or materially delay the transactions contemplated by this Agreement or otherwise in a manner materially adverse to the Company or the Company Shareholdersregain compliance with Nasdaq Marketplace Rule 4450(a)(5); (b) other than cash dividends made by any direct or indirect wholly owned Subsidiary of Parent to Parent or one of its Subsidiaries, split, combine, reclassify, subdivide, exchange, recapitalize combine or enter into reclassify any similar transaction in respect shares of any share capitalcapital stock, declare, authorize, set aside, make aside or pay any special or extraordinary dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any share capitalshares of capital stock, or repurchase any shares of capital stock that would, in the aggregate, require the approval of Parent’s stockholders in connection with the issuance of the Merger Shares pursuant to this Agreement and the transactions contemplated hereby, make any other actual, constructive or deemed distribution in respect of the share capitalshares of capital stock; provided, other than however, that Parent may effect a reverse stock split in each case in respect of (i) cash dividends made by any direct or indirect wholly owned Subsidiary of Parent order to Parent or one of its Subsidiaries, and (ii) regular quarterly cash dividends in respect of Parent Common Stock which dividends, for the avoidance of doubt, may be decreased in amount from quarter to quarter at the discretion of the board of directors of Parentregain compliance with Nasdaq Marketplace Rule 4450(a)(5); (c) authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any Parent Securities without providing notice to the Company’s chief executive officer a reasonable period of time before authorizing or committing to such issuance or sale and giving due consideration to any resulting input from the Company before authorizing or committing to such issue or sale, except where Parent’s board for (A) the issuance and sale of directors determines shares of Parent Common Stock pursuant to equity awards under the Parent Option Plans or pursuant to the Parent ESPP, (B) grants of equity awards under the Parent Option Plans and (C) issuances and sales in good faith the ordinary course of business consistent with past practice; (after consultation with d) sell, lease, license, pledge or otherwise dispose of, distribute or encumber any properties or assets of Parent or any of its outside legal counsel) that the failure to take any Subsidiaries if such action transaction would be inconsistent with required to be reported on a current report on Form 8-K or any successor form under the fiduciary duties rules and regulations of Parent’s board the SEC; (e) acquire (by merger, consolidation or acquisition of directors under Applicable Law, merge stock or consolidate with assets) any other Person or otherwise enter into any equity interest therein if such transaction would be required to be reported on a joint venture with current report on Form 8-K or any Person successor form under the rules and regulations of the SEC; (f) propose or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Parent or any of its Subsidiaries (other than the transactions contemplated hereby, including by this Agreement); (g) enter into any Contract other than in the Merger)ordinary course of business which would be reasonably expected to result in a Parent Material Adverse Effect; or (dh) authorize, offerrecommend, agree, commit make any commitment, or enter into a Contract announce an intention to do take any of the foregoing. Notwithstanding the foregoing, nothing in actions prohibited by this Agreement is intended to give the Company, directly or indirectly, the right to control or direct the business or operations of Parent or its Subsidiaries at any time prior to the Effective Time, and Parent and its Subsidiaries shall not be required to violate any Applicable Law. Prior to the Effective Time, Parent and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their own business and operationsSection 5.3.