Common use of Operations of Parent’s Business Clause in Contracts

Operations of Parent’s Business. During the Pre-Closing Period, except as (x) set forth in Schedule 5.2(b), (y) expressly contemplated or permitted by this Agreement, or (z) required by Law, Parent shall not, and shall not permit any of its wholly owned Subsidiaries, including Merger Sub and Merger LLC, to, without the prior written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned): (i) declare, set aside, pay or make any dividends or other distributions (whether in cash, stock, property or otherwise) on or in respect of any of its capital stock, other than (x) dividends or distributions by a direct or indirect wholly owned Subsidiary of Parent to Parent or to another direct or indirect wholly owned Subsidiary of Parent or (y) regular quarterly dividends not to exceed $0.26 per share per quarter payable in cash, declared and paid consistent with prior timing; (ii) issue, sell, dispose of or grant, or authorize the issuance, sale, disposition or grant of, any shares of any class of its capital stock, except (x) for fair market value or (y) upon the vesting of restricted stock units or performance share units or the exercise of options, warrants, convertible securities or other rights of any kind to acquire any of its capital stock; provided, however, that the foregoing shall not prohibit issuances of capital stock, restricted stock units, performance share units, options, warrants, convertible securities or other rights of any kind to acquire any of its capital stock (A) as part of Parent Associate compensation in the ordinary course of business or (B) pursuant to the terms of any employee benefit plan or arrangement or any employment or other compensation Contract in effect as of the date of this Agreement (or established or entered into in the ordinary course of business following the date of this Agreement); (iii) amend Parent’s certificate of incorporation or bylaws (whether by merger, consolidation or otherwise) in a manner that would adversely affect the holders of Shares; (iv) take or omit to take any action that causes the Parent Common Stock to cease to be eligible for listing on NASDAQ; or (v) agree or commit to take any of the foregoing actions described in clauses (i) through (iv) of this Section 5.2(b).

Operations of Parent’s Business. During the Pre-Closing Period, except as (x) set forth in Schedule 5.2(b), (y) expressly contemplated or permitted by this Agreement, or (z) required by Law, Parent shall not, and shall not permit any of its wholly owned Subsidiaries, including Merger Sub and Merger LLC, to, without the prior written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned): (i) declare, set aside, pay or make any dividends or other distributions (whether in cash, stock, property or otherwise) on or in respect of any of its capital stock, other than (x) dividends or distributions by a direct or indirect wholly owned Subsidiary of Parent to Parent or to another direct or indirect wholly owned Subsidiary of Parent or (y) regular quarterly dividends not to exceed $0.26 0.30 per share per quarter payable in cash, declared and paid consistent with prior timing; (ii) issue, sell, dispose of or grant, or authorize the issuance, sale, disposition or grant of, any shares of any class of its capital stock, except (x) for fair market value or (y) upon the vesting of restricted stock units or performance share units or the exercise of options, warrants, convertible securities or other rights of any kind to acquire any of its capital stock; provided, however, that the foregoing shall not prohibit issuances of capital stock, restricted stock units, performance share units, options, warrants, convertible securities or other rights of any kind to acquire any of its capital stock (A) as part of Parent Associate compensation in the ordinary course of business or (B) pursuant to the terms of any employee benefit plan or arrangement or any employment or other compensation Contract in effect as of the date of this Agreement (or established or entered into in the ordinary course of business following the date of this Agreement); (iii) amend Parent’s certificate articles of incorporation or bylaws (whether by merger, consolidation or otherwise) in a manner that would adversely affect the holders of Shares; (iv) take or omit to take any action that causes the Parent Common Stock to cease to be eligible for listing on NASDAQthe NYSE; or (v) agree or commit to take any of the foregoing actions described in clauses (i) through (iv) of this Section 5.2(b).

Operations of Parent’s Business. During the Pre-Closing Period, except as (x) set forth in Schedule Part 5.2(b)) of the Parent Disclosure Schedule, (y) expressly contemplated or permitted specifically required by this Agreement, Agreement or (z) required by Law, Parent shall not, and shall not permit any of its wholly owned Subsidiaries, including Merger Sub and Merger LLCSub, to, without the prior written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned): (i) declare, accrue, set aside, pay or make any dividends or other distributions (whether in cash, stock, property or otherwise) on or in respect of any of its capital stock, other than (xy) dividends or distributions by a direct or indirect wholly owned Subsidiary of Parent to Parent or to another direct or indirect wholly owned Subsidiary of Parent or to the extent in the ordinary course of business, (yz) regular quarterly dividends not to exceed $0.26 0.30 per share per quarter payable in cash, declared and paid consistent with prior timing; (ii) make any repurchase or other acquisitions of any outstanding shares of capital stock of Parent, other than (A) repurchases or other acquisitions of Parent Class A Common Stock in open market transactions at market prices or (B) acquisitions by Parent of Parent Class A Common Stock in satisfaction by holders of Parent Options, Parent Restricted Shares, Parent RSUs or Parent DSUs of the exercise price and/or withholding taxes or as a result of forfeiture, as applicable; (iii) issue, sell, dispose of or grant, or authorize the issuance, sale, disposition or grant of, any shares of any class of its capital stock, except (x) for fair market value or (y) upon the vesting of restricted stock units or performance share deferred stock units or the exercise of options, warrants, convertible securities or other rights of any kind to acquire any of its capital stock; provided, however, that the foregoing shall not prohibit issuances of capital stock, restricted stock, restricted stock units, performance share deferred stock units, options, warrants, convertible securities or other rights of any kind to acquire any of its capital stock (A) as part of Parent Associate compensation in the ordinary course of business or (B) pursuant to the terms of any employee benefit plan or arrangement or any employment or other compensation Contract in effect as of the date of this Agreement (or established or entered into in the ordinary course of business following the date of this Agreement); (iiiiv) split, subdivide, combine or reclassify the shares of capital stock of Parent, or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, any shares of the capital stock of Parent; (v) amend Parent’s certificate articles of incorporation or bylaws (whether by merger, consolidation or otherwise) in a manner that would adversely affect the holders of Shares); (ivvi) take or omit to take any action that causes the Parent Class A Common Stock to cease to be eligible for listing on NASDAQthe NYSE; (vii) 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 (x) such acquisition or the entering into of a definitive agreement relating to or the consummation of such transaction does not involve the issuance, sale, disposition or grant of any shares of any class of its capital stock or (y) such acquisition or the entering into of a definitive agreement relating to or the consummation of such transaction would not reasonably be expected to (A) 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 Body necessary to consummate the Merger or the expiration or termination of any applicable waiting or approval period, (B) increase the risk in any material respect of any Governmental Body entering an order prohibiting the consummation of the Merger or (C) increase in any material respect the risk of not being able to remove any such order on appeal or otherwise; (viii) take any action in respect of, effect or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Parent or any of its Subsidiaries (other than the Merger or any such transactions among Parent’s wholly-owned Subsidiaries); (ix) take any action that would reasonably be expected to, individually or in the aggregate, prevent or materially impair the consummation of the Merger, or the other transactions contemplated by this Agreement or impact Parent’s ability to take the actions set forth in Section 6.13 or any other actions required to consummate the Merger; (x) (A) materially change any of its accounting methods, policies or procedures unless required by GAAP or applicable Law or (B) make any material Tax election or change any material Tax election already made, change any material Tax accounting method, amend any material Tax Return, change any material Tax accounting method, enter into any material closing agreement, settle any claim or assessment relating to material Taxes, consent to any claim or assessment relating to material Taxes or, other than in the ordinary course of business, consent to any waiver of the statute of limitations for any such claim or assessment; or (vxi) agree or commit to take any of the foregoing actions described in clauses (i) through (ivviii) of this Section 5.2(b).