Common use of Parent Conduct of Business Clause in Contracts

Parent Conduct of Business. (a) Except as expressly permitted by this Agreement, as required by applicable Law or with the prior written consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned, during the period from the date of this Agreement until the earlier of the date on which this Agreement is terminated and the Effective Time, Parent shall not, and shall not permit any of its Subsidiaries to: (i) amend its certificate of incorporation or bylaws in a manner adverse to the holders of Parent Common Stock; (ii) declare, set aside or pay any dividends payable in cash, stock or property with respect to shares of its capital stock; (iii) split, combine, subdivide or reclassify any shares of capital stock of Parent without appropriate adjustment being made to the Merger Consideration payable to the holders of Company Common Stock in the Merger; (iv) adopt a plan of complete or partial liquidation or dissolution; (v) acquire (whether pursuant to a merger, stock or asset purchase or otherwise) in one transaction or a series of related transactions any equity interests in any Person or any business or division of any Person or all or substantially all of the assets of any Person (or business or division thereof), unless such acquisition or the entering into of a definitive agreement relating to the completion of such acquisition would not, in the reasonable judgment of Parent at the time of such determination, (A) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Authority necessary to complete the Merger or the expiration or termination of any applicable waiting period under the HSR Act or (B) materially increase the risk of any Governmental Authority entering an order prohibiting the completion of the Merger; or (vi) authorize or enter into an agreement to do any of the actions referred to in clauses (i) through (v) above.

Parent Conduct of Business. (a) Except (i) as expressly permitted by this AgreementAgreement or the Ancillary Agreements, (ii) as required by applicable Law or with the prior written consent Law, (iii) as set forth on Section 7.3(a) of the CompanyParent Disclosure Schedules, or (iv) as consented to by the Company in writing (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), during the Interim Period, Parent shall and each Acquisition Entity shall, (y) operate its business in the Ordinary Course, and (z) use commercially reasonable efforts to maintain all insurance policies of Parent or substitutes therefor. Without limiting the generality of the foregoing, except (A) as expressly permitted by this Agreement or the Ancillary Agreements, (B) as required by applicable Law, (C) as set forth on Section 7.3(a) of the Parent Disclosure Schedules, or (D) as consented to by the Company in writing, Parent shall not and each Acquisition Entity shall not: (i) (A) change, modify or amend the Parent Governing Documents, or seek any approval from the Parent Stockholders to take any such action, except as contemplated by the Transaction Proposals or (B) change, modify or amend the Governing Documents of any Acquisition Entity; (ii) (x) make or declare any dividend or distribution to its stockholders or members, as applicable, of Parent or any Acquisition Entity or make any other distributions in respect its capital stock, share capital or equity interests, (y) split, combine, reclassify or otherwise amend any terms of any shares or series of its capital stock or equity interests or (z) purchase, repurchase, redeem or otherwise acquire any issued and outstanding share capital, outstanding shares of capital stock, share capital or membership interests, warrants or other equity interests; (iii) enter into, or amend or modify any material term of (in a manner adverse to Parent or any Acquisition Entity), terminate (excluding any expiration in accordance with its terms), or waive or release any material rights, claims or benefits under, any Material Contract (or any Contract, that if existing on the date hereof, would have been a Material Contract), any Real Property Lease or any collective bargaining or similar agreement (including agreements with works councils and trade unions and side letters) to which Parent or any Acquisition Entity is a party or by which it is bound, other than entry into, amendments of, modifications of, terminations of, or waivers or releases under, such agreements in the Ordinary Course; (iv) sell, assign, transfer, convey, lease or otherwise dispose of any material assets or properties of Parent or any Acquisition Entity; (v) acquire any ownership interest in any real property; (vi) acquire by merger or consolidation with, or merge or consolidate with, or purchase substantially all or a material portion of the equity or assets of, any other Person or be acquired by any other Person; (vii) (A) make, change or revoke any material election in respect of Taxes, except to comply with GAAP or applicable Law, or settle or compromise any material United States federal, state, local or non-United States Tax liability, except in the Ordinary Course, (B) settle any material Action in respect of Taxes, (C) make any material change in its accounting or Tax policies or procedures, (D) waive or extend any statute of limitations in respect of a period from within which an assessment or reassessment of material Taxes may be issued (other than any extension pursuant to an extension to file any Tax Return obtained in the Ordinary Course), (E) enter into a Tax sharing agreement, Tax indemnification agreement, Tax allocation agreement or similar contract or arrangement, (F) surrender or compromise any right to receive a refund of or credit for material Taxes, (G) file any amended material Tax Return, (H) file any Tax Return which is inconsistent with past practices, or (I) enter into or terminate any “closing agreement” as described in Section 7121 of the Code (or any similar settlement or other agreement under similar Law), or any other material agreement pertaining to Taxes, with any Governmental Authority; (viii) adopt a plan of, or otherwise enter into or effect a, complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of Parent or any Acquisition Entity, merge or consolidate with any Person or be acquired by any Person, or file for bankruptcy in respect of Parent or any Acquisition Entity; (ix) except as required pursuant to Parent Benefit Plans in effect on the date of this Agreement, applicable Law, or policies or Contracts of Parent or its Affiliates in effect on the date of this Agreement, (i) grant any material increase in compensation, benefits or severance to any employee or director of or individual consultant or independent contractor to Parent, (ii) adopt, enter into or materially amend any material Parent Benefit Plan or any collective bargaining or similar agreement (including agreements with works councils and trade unions and side letters) to which Parent is a party or by which it is bound, (iii) grant any new material severance, termination payments, bonus, change of control, retention, or benefits to any employee of Parent, except in connection with the separation of any employee in the Ordinary Course, (iv) hire any employee of Parent or any other individual who is providing or will provide services to Parent (except to replace terminated employees) in the Ordinary Course, (v) adopt, enter into or materially amend any consultant Contract providing for annual base compensation of more than $50,000 in the Ordinary Course, or (vi) take any action to accelerate the vesting, payment or funding of any cash compensation, payment or benefit to any employee of Parent; (x) enter into, renew or amend in any material respect, any transaction or Contract (A) with an Affiliate of Parent, or (B) with any Parent Stockholder except as permitted or contemplated by this Agreement; (xi) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell or guaranty any debt securities or warrants or other rights to acquire any debt securities or guaranty any debt securities of another Person, other than any Indebtedness for borrowed money or guarantee expressly contemplated by this Agreement; (xii) (A) make any material change in its accounting principles, policies, procedures or methods unless required by an amendment in GAAP made subsequent to the date hereof, as agreed to by its independent accountants, or (B) engage in any conduct in a new line of business or engage in any material commercial activities (other than to consummate the transactions contemplated by this Agreement); (xiii) (A) issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, any additional interests of Parent or any Acquisition Entity or securities exercisable for or convertible into interests of Parent or any Acquisition Entity, or (B) grant any options, warrants or other equity-based awards that relate to the equity of Parent or any Acquisition Entity not outstanding on the date of this Agreement until and disclosed in documents filed publicly with the earlier SEC; (xiv) waive, release, compromise, settle or agree to waive, release, compromise, or settle any Action except where such waivers, releases, settlements or compromises involve only the payment of monetary damages in an amount less than $100,000 in the date on which this Agreement is terminated and the Effective Timeaggregate; (xv) make any loans, Parent shall notadvances or capital contributions to, and shall not permit or investments in, any other Person (including to any of its Subsidiaries to:officers, directors, agents or consultants, other than business expenses advanced to officers or directors in the Ordinary Course), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any Person; (ixvi) amend its certificate of incorporation or bylaws in a manner adverse to the holders of Parent Common Stock; (ii) declare, set aside or pay any dividends payable in cash, stock or property with respect to shares of its capital stock; (iii) split, combine, subdivide or reclassify any shares of capital stock of Parent without appropriate adjustment being made to the Merger Consideration payable to the holders of Company Common Stock in the Merger; (iv) adopt a plan of complete or partial liquidation or dissolution; (v) acquire (whether pursuant to a merger, stock or asset purchase or otherwise) in one transaction or a series of related transactions any equity interests in any Person or any business or division of any Person or all or substantially all of the assets of any Person (or business or division thereof), unless such acquisition or the entering enter into of a definitive agreement relating to the completion of such acquisition would not, in the reasonable judgment of Parent at the time of such determination, (A) impose any material delay in the obtaining of, or materially increase the risk new line of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Authority necessary to complete the Merger or the expiration or termination of any applicable waiting period under the HSR Act or (B) materially increase the risk of any Governmental Authority entering an order prohibiting the completion of the Mergerbusiness; or (vixvii) authorize or enter into an any formal or informal agreement or otherwise make a binding commitment to do any action prohibited under this Section 7.3. (b) During the Interim Period, Parent shall and each Acquisition Entity shall comply (1) in all material respects with, and continue performing under, as applicable, its Governing Documents and all other material Contracts to which it may be a party, and (2) with all applicable Sanctions and Export Law. If, during the Interim Period, Parent or any Acquisition Entity (A) receives written notice of, any actual, alleged or potential violation of any Sanctions or Export Law, (B) becomes a party to or the subject of any pending (or to the knowledge of Parent, threatened) Action by or before any Governmental Authority (including receipt of any subpoena) related to any actual, alleged or potential violation of any Sanctions or Export Law, or (C) to the knowledge of Parent, otherwise becomes aware of any actual, alleged, or potential violation of any Sanctions or Export Law, it shall provide written notice to the Company within one (1) Business Day of the actions referred to in clauses (i) through (v) abovediscovery of the actual, alleged, or potential violation.

Parent Conduct of Business. (a) Except During the Interim Period, Parent shall, and shall cause Merger Sub to, except as expressly permitted contemplated by this AgreementAgreement (including as contemplated by the PIPE Investment) or the Ancillary Agreements, as required by applicable Law or with the prior written consent Law, as set forth on Section 6.2 of the Company, Parent Disclosure Letter or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied), operate its business in the ordinary course (which consent shall not be unreasonably conditioned, during withheld, delayed or denied). Without limiting the period from the date of this Agreement until the earlier generality of the date foregoing, except as set forth on Section 6.2 of the Parent Disclosure Letter or as consented to by the Company in writing (which this Agreement is terminated and the Effective Timeconsent shall not be unreasonably conditioned, withheld, delayed or denied), Parent shall not, and Parent shall cause Merger Sub not permit any of its Subsidiaries to, except as otherwise contemplated by this Agreement (including as contemplated by the PIPE Investment) or the Ancillary Agreements or as required by Law: (i) seek any approval from the Parent Stockholders to change, modify or amend its certificate of incorporation the Trust Agreement or bylaws in a manner adverse to the holders Governing Documents of Parent Common Stockor Merger Sub, except as contemplated by the Transaction Proposals; (ii) (A) make, declare, set aside a record date for or pay any dividends payable dividend or distribution to the stockholders of Parent or make, declare, set a record date for or declare any other distributions in cashrespect of any of Parent’s or Merger Sub Capital Stock, stock share capital or property with respect to equity interests, (B) split, combine, reclassify or otherwise amend any terms of any shares or series of Parent’s or Merger Sub Capital Stock or equity interests, or (C) purchase, repurchase, redeem or otherwise acquire any issued and outstanding share capital, outstanding shares of its capital stock, share capital or membership interests, warrants or other equity interests of Parent or Merger Sub, other than a redemption of shares of Parent Common Stock required to be made as part of the Parent Stockholder Redemptions; (iii) splittake any action, combineor knowingly fail to take any action, subdivide where such action or reclassify any shares of capital stock of Parent without appropriate adjustment being made failure to act could reasonably be expected to prevent the Merger Consideration payable to from qualifying as a “reorganization” within the holders meaning of Company Common Stock in Section 368(a) of the MergerCode and the Treasury Regulations; (ivA) adopt a plan except for Working Capital Loans, (x) enter into any non-arm’s length transaction or Contract, (y) enter into any management, advisory or other similar transaction or Contract or (z) amend or renew any other transaction or Contract, in each case with True Wind Capital, any Person controlled by True Wind Capital, including any investment funds or investment vehicles affiliated with, or managed or advised by, True Wind Capital or any portfolio company (as such term is customarily used in the private equity industry) or investment of complete True Wind Capital or partial liquidation of any such investment fund or dissolutioninvestment vehicle or any interest therein (including the Sponsor), or any employee, officer or director of any of the foregoing or (B) amend, terminate or waive any material provision of any Contract set forth on Section 6.2(a)(iv) of the Parent Disclosure Letter; (v) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company or any of the Company’s Subsidiaries or guaranty any debt securities of another Person, other than any indebtedness for borrowed money or guarantee (w) incurred in the ordinary course of business and in an aggregate amount not to exceed $1,000,000, (x) incurred between Parent and Merger Sub, (y) in respect of any Working Capital Loan or (z) in respect of a Parent Transaction Expense permitted by clause (vi) below; (vi) incur, guarantee or otherwise become liable for (whether pursuant to a mergerdirectly, stock or asset purchase contingently or otherwise) any Indebtedness or otherwise knowingly and purposefully incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any other material liabilities, debts or obligations, other than third party fees and expenses incurred (x) in one transaction or a series of related transactions any equity interests in any Person or any business or division of any Person or all or substantially all support of the assets transactions contemplated by this Agreement and the Ancillary Agreements or (y) in support of the ordinary course operations of Parent including any Person Working Capital Loan; (or business or division thereof), unless such acquisition or the entering into of a definitive agreement relating vii) other than pursuant to the completion of such acquisition would not, in the reasonable judgment of Parent at the time of such determinationPIPE Subscription Agreements or Sponsor Backstop Subscription Agreement, (A) impose issue any Parent Securities or securities exercisable for or convertible into Parent Securities, other than the issuance of the Aggregate Merger Consideration, (B) grant any options, warrants or other equity-based awards with respect to Parent Securities not outstanding on the date hereof, or (C) amend, modify or waive any of the material terms or rights set forth in any Parent Warrant or the Warrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viii) (A) make, change or revoke any material delay in the obtaining ofTax election, or materially increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Authority necessary to complete the Merger or the expiration or termination of any applicable waiting period under the HSR Act or (B) materially increase the risk amend, modify or otherwise change any filed Tax Return, (C) adopt or request permission of any Governmental Authority entering an order prohibiting the completion taxing authority to change any accounting method in respect of material Taxes, (D) enter into any “closing agreement” as described in Section 7121 of the MergerCode (or any similar provision of state, local or foreign Law) with any Governmental Authority, (E) settle any claim or assessment in respect of any material Taxes, (F) knowingly surrender or allow to expire any right to claim a refund of any material Taxes, (G) consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of any material Taxes or in respect to any material Tax attribute that would give rise to any claim or assessment of Taxes or (H) incur any material Tax liabilities outside of the ordinary course of business; (ix) waive, release, compromise, settle or satisfy any pending or threatened Legal Proceeding; or (vix) authorize or enter into an any agreement to do any of action prohibited under this Section 6.1(a). (b) During the actions referred Interim Period, Parent shall, and shall cause its Subsidiaries (including Merger Sub) to in clauses (i) through (v) abovecomply with, and continue performing under, as applicable, Parent’s Governing Documents, the Trust Agreement and all other agreements or Contracts to which Parent or its Subsidiaries may be a party.

Parent Conduct of Business. During the Interim Period, Parent shall, and shall cause Merger Sub to (a) Except except as expressly required or explicitly permitted by this AgreementAgreement or the Ancillary Agreements, as required by applicable Law or with as consented to by the prior written Company in writing, such consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned, during withheld or delayed), operate the period from business of Parent in the date of this Agreement until ordinary course consistent with past practice and comply with all obligations under Parent’s Governing Documents and the earlier Trust Agreement. Without limiting the generality of the date on which this Agreement is terminated and the Effective Timeforegoing, Parent shall not, and shall cause Merger Sub not permit to (except as required or explicitly permitted by this Agreement or the Ancillary Agreements, as required by Law or as consented to by the Company in writing, such consent not be unreasonably conditioned, withheld or delayed): (a) change, waive or amend the Governing Documents of Parent or Merger Sub, or form or cause to be formed any of its Subsidiaries to:new Subsidiary; (b) (i) amend its certificate of incorporation issue any Parent Securities or bylaws in securities exercisable for or convertible into Parent Securities or (ii) grant any options, warrants or other equity-based awards with respect to Parent Securities not outstanding on the date hereof; (c) make, declare, set aside, establish a manner adverse record date for, or pay any dividend or distribution to the equity holders of Parent Common Stockor Merger Sub, or make any other distributions in respect of any of the equity securities of Parent or Merger Sub; (ii) declare, set aside or pay any dividends payable in cash, stock or property with respect to shares of its capital stock; (iiid) split, combine, subdivide reclassify, recapitalize or reclassify otherwise amend any shares terms of capital stock any equity securities of Parent without appropriate adjustment being made to the or Merger Consideration payable to the holders of Company Common Stock in the MergerSub; (e) purchase, repurchase, redeem or otherwise acquire any issued and outstanding equity securities of Parent or Merger Sub, other than a redemption of shares of Parent Class A Common Stock made as part of the Parent Stockholder Redemptions; (f) other than as contemplated by this Agreement (including as necessary to consummate the PIPE Financing), enter into, amend, modify or terminate (other than expiration in accordance with its terms) any Contract with (i) any broker, finder, investment banker or other Person, under which such Person will be entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement or (ii) any Affiliate of Parent or Merger Sub; (g) sell, assign, transfer, convey, lease or otherwise dispose of, or subject to a Lien, any material tangible assets or material properties of Parent or Merger Sub or acquire (whether by merger or consolidation or the purchase of a substantial portion of the equity in or assets of or otherwise) any other Person; (h) hire any employees or adopt any benefit plans, other than as contemplated by this Agreement; (i) merge or consolidate with any Person or division thereof; (i) make (except on an originally filed Tax Return) or change any material election in respect of material Taxes, (ii) materially amend or modify any filed material Tax Return, (iii) change or request permission of any taxing authority to change any accounting method in respect of material Taxes, (iv) enter into any closing agreement in respect of material Taxes executed on or prior to the Closing Date or enter into any Tax sharing or similar agreement, (v) settle any claim or assessment in respect of material Taxes, (vi) surrender or allow to expire any right to claim a refund of material Taxes or (vii) consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of material Taxes or in respect to any material Tax attribute that would give rise to any claim or assessment of Taxes; (k) take any action where such action could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (l) adopt a plan of of, or otherwise enter into or effect, a complete or partial liquidation liquidation, dissolution, restructuring, recapitalization or dissolutionother reorganization; (vm) acquire waive, release, settle, compromise or otherwise resolve any Legal Proceeding, except (whether pursuant to a merger, stock or asset purchase or otherwisei) in one transaction the ordinary course of business or (ii) where such waivers, releases, settlements or compromises involve only the payment of monetary damages in an amount less than $50,000, individually or in the aggregate; (n) incur or assume any Indebtedness (or guarantee any Indebtedness for borrowed money of another Person) or issue or sell any debt securities or warrants or other rights to acquire any debt securities of Parent or Merger Sub (or guaranty any debt securities of another Person), other than (i) borrowings from Sponsor on market terms to pay ordinary course fees and expenses (which, for the avoidance of doubt, may include fees and expenses in connection with this Agreement and the transactions contemplated hereby), (ii) borrowings and the accumulation of interest under existing Indebtedness facilities in the ordinary course of business and (iii) the incurrence of any Parent Transaction Expenses. (o) waive any material restrictive covenant obligation of any current or former director, manager, officer, employee or other service provider of Parent or Merger Sub; (p) make any change in financial accounting methods, principles or practices of Parent, except as may have been required by a series of related transactions any equity interests change in GAAP or applicable Law, or to comply with SEC rules, regulations or guidance; (q) engage in any Person activities or any business or division of any Person or all or substantially all of the assets of any Person (business, other than activities or business (i) in connection with or division thereof)incident or related to Parent’s or Merger Sub’s continuing corporate or limited liability company existence, unless such acquisition or the entering into of a definitive agreement relating to the completion of such acquisition would not, in the reasonable judgment of Parent at the time of such determinationas applicable, (Aii) impose any material delay those that are administrative or ministerial in the obtaining of, or materially increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Authority necessary to complete the Merger or the expiration or termination of any applicable waiting period under the HSR Act nature or (Biii) materially increase as contemplated by this Agreement (including the risk of any Governmental Authority entering an order prohibiting the completion of the MergerPIPE Financing); or (vir) authorize or enter into an any agreement to do any of the actions referred to in clauses (i) through (v) aboveaction prohibited under this Section 7.1.

Parent Conduct of Business. (a) Except During the Interim Period, each Parent Entity shall, and shall cause its Subsidiaries to, except as expressly permitted contemplated by this Agreement, as required by applicable Law (including for this purpose any COVID-19 Measures) or with as consented to by the prior written consent of the Company, Company in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied), operate its business in the ordinary course and consistent with past practice. (b) Without limiting the generality of the foregoing, except as consented to by the Company in writing (which consent shall not be unreasonably conditioned, during the period from the date of this Agreement until the earlier of the date on which this Agreement is terminated and the Effective Timewithheld, delayed or denied), no Parent Entity shall not, and each Parent Entity shall not permit any of cause its Subsidiaries not to, except as otherwise contemplated by this Agreement or the Ancillary Agreements or as required by Law: (i) seek any approval from the Parent Stockholders to change, modify or amend its certificate the Trust Agreement or the Governing Documents of incorporation or bylaws in a manner adverse to any Parent Entity, except as contemplated by the holders of Parent Common StockTransaction Proposals; (ii) declare(A) make or declare any dividend or distribution to the stockholders of Parent or make any other distributions in respect of any of Parent’s or any of its Subsidiary’s capital stock, set aside share capital or pay equity interests, (B) split, combine, reclassify or otherwise amend any dividends payable in cash, terms of any shares or series of Parent’s or any of its Subsidiary’s capital stock or property with respect to equity interests or (C) purchase, repurchase, redeem or otherwise acquire any issued and outstanding share capital, outstanding shares of its capital stock, share capital or membership interests, warrants or other equity interests of Parent or any of its Subsidiaries, other than a Parent Share Redemption (prior to the First Effective Time) pursuant to the Parent Governing Documents; (iii) split(A) make or change any material method of accounting for Tax purposes, combine(B) make, subdivide change or reclassify revoke any shares material Tax election that is inconsistent with past practices (except as required by the Code or applicable law), (C) enter into any closing agreement relating to material Taxes, (D) settle, concede, compromise or abandon any material Tax claim or assessment, (E) affirmatively surrender any right to claim a material refund of capital stock Taxes, (F) consent to any extension or waiver of Parent without appropriate adjustment being made the statute of limitations applicable to the Merger Consideration payable any material Tax claim or assessment (other than extensions of time to the holders of Company Common Stock file Tax Returns obtained in the Mergerordinary course of business), (G) file any amended income or other material Tax Return, except as required by applicable Law, or (H) take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, the Mergers from qualifying for the Intended Tax Treatment; (iv) adopt other than as expressly contemplated by the Sponsor Support Agreement, enter into, renew or amend in any material respect, any transaction or Contract with an Affiliate of Parent or any of its Subsidiaries (including, for the avoidance of doubt, (x) Sponsor and (y) any Person in which Sponsor has a plan direct or indirect legal, contractual or beneficial ownership interest of complete 5% or partial liquidation or dissolutiongreater); (v) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of Parent or any of its Subsidiaries or guaranty any debt securities of another Person, other than any Indebtedness (i) in respect of working capital loans as described in the Prospectus or (ii) for borrowed money or guarantee incurred in the ordinary course of business necessary to finance its ordinary course administrative costs and expenses and transaction expenses incurred in connection with the transactions contemplated by this Agreement in an aggregate principal amount not to exceed $5,000,000; (vi) incur, guarantee or otherwise become liable for (whether pursuant to a mergerdirectly, stock or asset purchase contingently or otherwise) any material liabilities, debts or obligations, other than Indebtedness permitted to be incurred under Section 7.4(b)(v) and other fees and expenses for professional services incurred in one transaction the ordinary course in support of the transactions contemplated by this Agreement; (vii) (A) issue any Parent Securities or securities exercisable for or convertible into Parent Securities, other than the issuance of the Parent Common Stock pursuant to this Agreement, (B) grant any options, warrants or other equity-based awards with respect to Parent Securities not outstanding on the date hereof or (C) except to the extent necessary to add the Parent Incentive Warrants to the Parent Warrant Agreement, amend, modify or waive any of the material terms or rights set forth in any Parent Common Warrant, Parent Private Placement Warrant or Parent Warrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viii) change an annual accounting period for GAAP or adopt or change any material accounting method used by it for GAAP or adopt any material accounting method unless required by GAAP; (ix) acquire any ownership interest in any real property; (x) acquire by merger or consolidation with, or merge or consolidate with, or purchase substantially all or a series of related transactions any equity interests in any Person or any business or division of any Person or all or substantially all material portion of the assets of of, any Person (corporation, partnership, association, joint venture or other business organization or division thereof), unless such acquisition or the entering into of a definitive agreement relating to the completion of such acquisition would not, in the reasonable judgment of Parent at the time of such determination, ; (xi) (A) impose any material delay in the obtaining ofenter into, materially amend, or materially increase modify or consent to the risk of not obtaining, termination (excluding any authorizations, consents, orders, declarations or approvals expiration in accordance with its terms) of any Governmental Authority Contracts to which any Parent Entity is party (including engagement letters with financial advisors) that is not necessary to complete consummate the Merger Transactions or in a manner that would materially and adversely affect any Parent Entity after the expiration Closing or termination of impose material liabilities on any applicable waiting period under Parent Entity after the HSR Act Closing or (B) materially increase enter into any Contract that would entitle any third party to any bonuses, payments or other fees upon or conditioned upon the risk of any Governmental Authority entering an order prohibiting the completion consummation of the MergerClosing, except as necessary to consummate the Transactions and so long as the amounts payable with respect to all such Contracts entered into after the date hereof do not result in any Excess Parent Transaction Expenses; provided, that such limitation shall not apply to fees payable to or Contracts with services providers engaged by Parent prior to the Closing for printing, mailing and solicitation services with respect to the Proxy Statement/Registration Statement; or (vixii) authorize or enter into an agreement any Contract to do any action prohibited under this Section 7.4. (c) Notwithstanding anything to the contrary, nothing in this Agreement is intended to or shall cause the Company to directly or indirectly control Parent before Closing in violation of the actions referred to in clauses (i) through (v) aboveAntitrust Laws.