Common use of Parent Forbearances Clause in Contracts

Parent Forbearances. During the period from the date hereof to the Effective Time or the earlier termination of this Agreement in accordance with its terms, except as expressly contemplated by this Agreement (including as set forth in the Parent Disclosure Schedule), as required by Law or with the prior written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned), Parent shall not, and shall not permit any of its Subsidiaries to: (a) amend the Parent Certificate or Parent Bylaws in a manner that would adversely affect the economic benefits of the Integrated Mergers to the holders of Company Common Stock; (b) adjust, split, combine or reclassify any capital stock of Parent; (c) take any action that is intended to result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, or in any of the conditions to the Integrated Mergers set forth in Article VII not being satisfied, or in a violation of any provision of this Agreement; (d) take any action, or knowingly fail to take any action, where such action or failure to act would reasonably be expected to prevent the Integrated Mergers, taken together, from being treated as an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code; (e) make, declare or pay any extraordinary dividend on the capital stock of Parent (except (A) dividends on shares of Parent Preferred Stock, or (B) regular quarterly cash dividends at a rate not in excess of $0.17 per share of Company Common Stock); (f) take any action that is intended to, would or would be reasonably likely to prevent or materially delay the consummation of the transactions contemplated hereby; or (g) agree to take, make any commitment to take, or adopt any resolutions of its Board of Directors or similar governing body in support of, any of the actions prohibited by this Section 5.3.

Parent Forbearances. During the period from the date hereof of this Agreement to the Effective Time or the earlier termination of this Agreement in accordance with its termsAgreement, except as expressly contemplated by this Agreement (including as set forth in Section 5.3 the Parent Disclosure Schedule), as expressly contemplated or permitted by this Agreement or as required by Law or with the prior written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned)law, Parent shall not, and shall not permit any of its Subsidiaries (to the extent applicable below) to:, without the prior written consent of Company (such consent not to be unreasonably withheld): (a) amend the Parent Certificate or Parent Bylaws in a manner that would adversely affect the economic benefits of the Integrated Mergers Merger to the holders of Company Common Stock; (b) (i) adjust, split, combine or reclassify any capital stock of Parent, or (ii) make, declare or pay declare or pay any dividend on any capital stock of Parent (except regular quarterly cash dividends by Parent at a rate not in excess of $0.15 per share of Parent Common Stock); (c) incur any indebtedness for borrowed money (other than indebtedness of Parent or any of its wholly owned Subsidiaries to Parent or any of its Subsidiaries) that would reasonably be expected to prevent Parent or its Subsidiaries from assuming the Company’s outstanding indebtedness; (d) (i) enter into agreements with respect to, or consummate, any mergers or business combinations, or any acquisition of any other person or business or (ii) make capital contributions to, or investments in, any other person, in each case of clauses (i) and (ii), that would reasonably be expected to prevent, impede or materially delay the consummation of the Merger or receipt of Regulatory Approvals, or (iii) adopt or publicly propose a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolution, in each case, of Parent; (e) take any action that is intended or expected to result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, or in any of the conditions to the Integrated Mergers Merger set forth in Article VII Section 7.1 or 7.3 not being satisfied, or in a violation of any provision of this Agreementexcept as may be required by applicable law; (df) take any action, action or knowingly fail to take any action, action where such action or failure to act would could reasonably be expected to prevent or impede the Integrated Mergers, taken together, Merger from being treated as an integrated transaction that qualifies qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (e) make, declare or pay any extraordinary dividend on the capital stock of Parent (except (A) dividends on shares of Parent Preferred Stock, or (B) regular quarterly cash dividends at a rate not in excess of $0.17 per share of Company Common Stock); (f) take any action that is intended to, would or would be reasonably likely to prevent or materially delay the consummation of the transactions contemplated hereby; or (g) agree to take, make any commitment to take, or adopt any resolutions of its Board board of Directors directors or similar governing body in support of, any of the actions prohibited by this Section 5.3.

Parent Forbearances. During Except as set forth in Section 6.3 of the Parent Disclosure Schedule, as expressly contemplated or permitted by this Agreement, as required by applicable law, rule or regulation, or by any Governmental Entity, during the period from the date hereof of this Agreement to the Effective Time or the earlier termination of this Agreement in accordance with its terms, except as expressly contemplated by this Agreement (including as set forth in the Parent Disclosure Schedule), as required by Law or with the prior written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned)Time, Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed); provided, however, that consent of the Company shall be deemed to have been given if the Company does not object within five (5) business days from the date on which request for such consent is provided by Parent to the Company pursuant to the requirements of Section 10.3: (a) amend the engage in any material repurchase of, or any recapitalization or other change, restructuring or reorganization with respect to, Parent Certificate Stock, including payment of any dividend or other distribution in respect to shares of Parent Bylaws in a manner that would adversely affect the economic benefits of the Integrated Mergers to the holders of Company Common StockStock (other than Parent’s regular quarterly cash dividends); (b) adjust(i) alter through merger, splitliquidation, combine reorganization, restructuring or reclassify in any capital stock other manner the corporate structure or organization of ParentParent or (ii) engage in any action or enter into any transaction or series of transactions, or permit any action to be taken or transaction or series of transactions to be entered into, that, in the case of either clause (i) or clause (ii), could reasonably be expected to delay the consummation of, or otherwise adversely affect, the Mergers or any of the other Transactions, including (x) withdrawing or modifying, in a manner adverse to the Company, the approval by the Parent Board of this Agreement, the Mergers or the issuance of Parent Stock or (y) engaging in any action or entering into any transaction or series of transactions, or permitting any action to be taken or transaction or series of transactions to be entered into, that could reasonably be expected to delay or otherwise adversely affect the funding of the full amount of the Debt Financing or the ability of Parent and Merger Subs to pay the aggregate amount of cash consideration for the shares of Company Common Stock determined pursuant to Article III (including the aggregate Cash Consideration and cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 3.1(d)); (c) take without limiting the generality of Section 6.2(b), acquire (whether through merger, consolidation, stock or asset purchase or otherwise), or agree to so acquire, any action that is intended to result material amounts of assets of or any equity in any of its representations and warranties set forth Person or any business or division thereof, unless such acquisition or agreement would not (i) impose any delay in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Timeobtaining of, or in materially increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Entity necessary to consummate the Mergers or any of the conditions to other Transactions or the Integrated expiration or termination of any waiting period under the HSR Act or other Law, (ii) increase the risk of any Governmental Entity entering an order prohibiting the consummation of the Mergers set forth in Article VII or any of the transactions contemplated by this Agreement or (iii) increase the risk of not being satisfied, able to remove any such order on appeal or in a violation of any provision of this Agreementotherwise; (d) take adopt any action, amendments to the Certificate of Incorporation or knowingly fail to take Bylaws of Parent (or similar organizational documents of any action, where such action or failure to act of Subsidiary of Parent) which would reasonably be expected to prevent the Integrated Mergers, taken together, from being treated as an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) alter any of the Code;terms of Parent Stock; or (e) make, declare or pay any extraordinary dividend on the capital stock of Parent (except (A) dividends on shares of Parent Preferred Stockagree to, or (B) regular quarterly cash dividends at a rate not in excess of $0.17 per share of Company Common Stock); (f) take any action that is intended to, would or would be reasonably likely to prevent or materially delay the consummation of the transactions contemplated hereby; or (g) agree to take, make any commitment to taketo, or adopt any resolutions of its Board of Directors or similar governing body in support of, take any of the actions prohibited by this Section 5.36.3.

Parent Forbearances. During the period from the date hereof of this Agreement to the Effective Time or the earlier termination of this Agreement in accordance with its termsAgreement, except as expressly contemplated by this Agreement (including as set forth in Section 5.3 of the Parent Disclosure Schedule)Schedule or, as required expressly contemplated or permitted by Law or with the prior written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned)this Agreement, Parent shall not, and shall not permit any of its Subsidiaries (to the extent applicable below) to:, without the prior written consent of Company (such consent not to be unreasonably withheld): (a) amend the Parent Certificate Articles or the Parent Bylaws in a manner that would adversely affect the economic benefits of the Integrated Mergers Merger to the holders of Company Class A Common Stock; (b) adjustmake, splitdeclare or pay any dividend, combine or reclassify make any other distribution on, any shares of Parent Common Stock (except regular quarterly cash dividends by Parent at a rate not in excess of the amount set forth in Section 5.3(b) of the Parent Disclosure Schedule); (c) (i) enter into agreements with respect to, or consummate, any mergers or business combinations, or any acquisition of any other person or business or (ii) make capital stock contributions to, or investments in, any other person, in each case of clauses (i) and (ii), that would reasonably be expected to prevent or materially delay the consummation of the Merger, or (iii) adopt or publicly propose a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolution, in each case, of Parent; (cd) take any action that is intended or expected to result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, or in any of the conditions to the Integrated Mergers Merger set forth in Article VII Section 7.1 or 7.3 not being satisfied, or in a violation of any provision of this Agreementexcept as may be required by applicable law; (de) take any action, action or knowingly fail to take any action, action where such action or failure to act would could reasonably be expected to prevent the Integrated Mergers, taken together, Merger and the Upstream Merger from being treated as an integrated transaction that qualifies qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (e) make, declare or pay any extraordinary dividend on the capital stock of Parent (except (A) dividends on shares of Parent Preferred Stock, or (B) regular quarterly cash dividends at a rate not in excess of $0.17 per share of Company Common Stock); (f) take any action that is intended to, would or would be reasonably likely to prevent or materially delay the consummation of the transactions contemplated hereby; or (gf) agree to take, make any commitment to take, or adopt any resolutions of its Board board of Directors directors or similar governing body in support of, any of the actions prohibited by this Section 5.3.

Parent Forbearances. During Except as set forth in Section 6.3 of the Parent Disclosure Schedule, as expressly contemplated or permitted by this Agreement, as required by applicable law, rule or regulation, or by any Governmental Entity, during the period from the date hereof of this Agreement to the Effective Time or the earlier termination of this Agreement in accordance with its terms, except as expressly contemplated by this Agreement (including as set forth in the Parent Disclosure Schedule), as required by Law or with the prior written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned)Time, Parent shall not, and shall not permit any of its Subsidiaries to:, without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed): (a) amend the engage in any material repurchase of, or any recapitalization or other change, restructuring or reorganization with respect to, Parent Certificate Stock, including payment of any dividend or other distribution in respect to shares of Parent Bylaws in a manner that would adversely affect the economic benefits of the Integrated Mergers to the holders of Company Common StockStock (other than Parent’s regular quarterly cash dividends); (b) adjust(i) alter through merger, splitliquidation, combine reorganization, restructuring or reclassify in any capital stock other manner the corporate structure or organization of ParentParent or (ii) engage in any action or enter into any transaction or series of transactions, or permit any action to be taken or transaction or series of transactions to be entered into, that, in the case of either clause (i) or clause (ii), could reasonably be expected to delay the consummation of, or otherwise adversely affect, the Merger or any of the other Transactions, including withdrawing or modifying, in a manner adverse to the Company, the approval by the Parent Board of this Agreement, the Merger or the issuance of Parent Stock; (c) take without limiting the generality of Section 6.2(b), acquire (whether through merger, consolidation, stock or asset purchase or otherwise), or agree to so acquire, any action that is intended to result material amounts of assets of or any equity in any of its representations and warranties set forth Person or any business or division thereof, unless such acquisition or agreement would not (i) impose any delay in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Timeobtaining of, or in materially increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Entity necessary to consummate the Merger or any of the conditions to other Transactions or the Integrated Mergers set forth in Article VII expiration or termination of any waiting period under the HSR Act or other Law, (ii) increase the risk of any Governmental Entity entering an order prohibiting the consummation of the Merger or any of the transactions contemplated by this Agreement or (iii) increase the risk of not being satisfied, able to remove any such order on appeal or in a violation of any provision of this Agreementotherwise; (d) take adopt any action, amendments to the Certificate of Incorporation or knowingly fail to take Bylaws of Parent (or similar organizational documents of any action, where such action or failure to act of Subsidiary of Parent) which would reasonably be expected to prevent the Integrated Mergers, taken together, from being treated as an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) alter any of the Code;terms of Parent Stock; or (e) make, declare or pay any extraordinary dividend on the capital stock of Parent (except (A) dividends on shares of Parent Preferred Stockagree to, or (B) regular quarterly cash dividends at a rate not in excess of $0.17 per share of Company Common Stock); (f) take any action that is intended to, would or would be reasonably likely to prevent or materially delay the consummation of the transactions contemplated hereby; or (g) agree to take, make any commitment to taketo, or adopt any resolutions of its Board of Directors or similar governing body in support of, take any of the actions prohibited by this Section 5.36.3.

Parent Forbearances. During Except as expressly contemplated or permitted by this Agreement, as required by applicable law, rule or regulation, or by any Governmental Entity, during the period from the date hereof of this Agreement to the Effective Time or the earlier termination of this Agreement in accordance with its terms, except as expressly contemplated by this Agreement (including as set forth in the Parent Disclosure Schedule), as required by Law or with the prior written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned)Time, Parent shall not, and shall not permit any of its Subsidiaries to:, without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed): (a) amend (i) alter through merger, liquidation, reorganization, restructuring or in any other manner the corporate structure or organization of Parent Certificate or Parent Bylaws (ii) engage in any action or enter into any transaction or series of transactions, or permit any action to be taken or transaction or series of transactions to be entered into, that, in the case of either clause (i) or clause (ii), could reasonably be expected to delay the consummation of, or otherwise adversely affect, the Offer or the Merger or any of the other Transactions, including withdrawing or modifying, in a manner that would adversely affect the economic benefits of the Integrated Mergers adverse to the holders Company, the approval by the Parent Board of Company Common Stockthis Agreement, the Offer or the Merger; (b) adjustwithout limiting the generality of Section 7.2(b), splitacquire (whether through merger, combine consolidation, stock or reclassify asset purchase or otherwise), or agree to so acquire, any capital stock material amounts of Parent;assets of or any equity in any Person or any business or division thereof, unless such acquisition or agreement would not (i) impose any delay in the obtaining of, or materially increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Entity necessary to consummate the Offer or the Merger or any of the other transactions contemplated hereby, (ii) increase the risk of any Governmental Entity entering an order prohibiting the consummation of the Offer or the Merger or any of the transactions contemplated by this Agreement or (iii) increase the risk of not being able to remove any such order on appeal or otherwise; or (c) take any action that is intended to result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Timeagree to, or in any of the conditions to the Integrated Mergers set forth in Article VII not being satisfied, or in a violation of any provision of this Agreement; (d) take any action, or knowingly fail to take any action, where such action or failure to act would reasonably be expected to prevent the Integrated Mergers, taken together, from being treated as an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code; (e) make, declare or pay any extraordinary dividend on the capital stock of Parent (except (A) dividends on shares of Parent Preferred Stock, or (B) regular quarterly cash dividends at a rate not in excess of $0.17 per share of Company Common Stock); (f) take any action that is intended to, would or would be reasonably likely to prevent or materially delay the consummation of the transactions contemplated hereby; or (g) agree to take, make any commitment to taketo, or adopt any resolutions of its Board of Directors or similar governing body in support of, take any of the actions prohibited by this Section 5.37.3.

Parent Forbearances. During the period from the date hereof of this Agreement to the Effective Time or the earlier termination of this Agreement in accordance with its terms, except as expressly contemplated by this Agreement (including as set forth in the Parent Disclosure Schedule), as required by Law or with the prior written consent of as consented to in writing by the Company (such consent not to be unreasonably withheld, delayed or conditioned), Parent shall not, and shall not permit any of its Subsidiaries to: (a) amend the Parent Certificate or Parent Bylaws in a manner that would adversely affect the economic benefits of the Integrated Mergers to the holders of Company Common Stock; (b) (i) adjust, split, combine or reclassify any capital stock of Parent, or (ii) make, declare or pay any dividend, or make any other distribution on, any shares of its capital stock or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any shares of its capital stock (except regular quarterly cash dividends or dividends paid by any of the Subsidiaries of Parent to Parent or any of its wholly-owned Subsidiaries); (c) take any action that is intended to result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, or in any of the conditions to the Integrated Mergers set forth in Article VII not being satisfied, or in a violation of any provision of this Agreement; (d) take any action, or knowingly fail to take any action, where such action or failure to act would reasonably be expected to prevent the Integrated Mergers, taken together, from being treated as an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code; (e) make, declare or pay any extraordinary dividend on the capital stock of Parent (except (A) dividends on shares of Parent Preferred Stock, or (B) regular quarterly cash dividends at a rate not in excess of $0.17 per share of Company Common Stock); (f) take any action that is intended to, would or would be reasonably likely to prevent or materially delay the consummation of the transactions contemplated hereby, except, in every case, as may be required by applicable Laws; or (gf) agree to take, make any commitment to take, or adopt any resolutions of its Board of Directors or similar governing body in support of, any of the actions prohibited by this Section 5.3.

Parent Forbearances. During the period from the date hereof of this Agreement to the Effective Time or the earlier termination of this Agreement in accordance with its termsTime, except as Previously Disclosed, as expressly contemplated or permitted by this Agreement (including as set forth in the Parent Disclosure Schedule), or as required by Law or with applicable Law, Parent shall not, without the prior written consent of the Company (such consent not to be unreasonably withheld): (a) (i) Other than shares of Parent Common Stock issuable upon exercise of Parent stock options outstanding on the date hereof and Permitted Issuances, delayed issue, sell or conditioned)otherwise permit to become outstanding, or dispose of or encumber or pledge, or authorize or propose the creation of, any additional shares of its stock or any securities or obligations convertible or exercisable for any shares of its stock or (ii) other than Permitted Issuances, grant, extend or modify any Rights to any Person to acquire any shares of its stock. (b) Amend the Parent shall not, and shall not permit Articles or Parent Bylaws or similar governing documents of any of its Subsidiaries to: (a) amend the Parent Certificate or Parent Bylaws in a manner that would adversely affect the economic benefits of Company, the Integrated Mergers to the holders stockholders of Company Common Stock; (b) adjust, split, combine or reclassify any capital stock of Parent;the transactions contemplated by this Agreement. (c) take Notwithstanding anything herein to the contrary, take, or willfully omit to take, any action that is intended would reasonably be expected to result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, or in any of the conditions to the Integrated Mergers Merger set forth in Article VII not being satisfied, or in a violation of any provision of this Agreement;. (d) take Take any action, action that is intended to or knowingly fail to take any action, where such action or failure to act would reasonably be expected to prevent adversely affect or materially delay (x) the Integrated Mergersability of Parent to obtain any necessary approvals of any Governmental Authority required for the transactions contemplated hereby or to perform its covenants and agreements under this Agreement, taken together, from being treated as an integrated transaction that qualifies (y) the status of the transactions contemplated hereby as a “reorganization” within the meaning reorganization for purposes of Section 368(a) of the Code; (e) make, declare or pay any extraordinary dividend on the capital stock of Parent (except (A) dividends on shares of Parent Preferred Stock, Code or (Bz) regular quarterly cash dividends at a rate not in excess of $0.17 per share of Company Common Stock); (f) take any action that is intended to, would or would be reasonably likely to prevent or materially delay the consummation of the transactions contemplated hereby; orby this Agreement. (ge) agree Agree to take, make any commitment to take, or adopt any resolutions of its the Parent Board of Directors or similar governing body in support of, any of the actions prohibited by this Section 5.34.03.

Parent Forbearances. During the period from the date hereof of this Agreement to the Effective Time or the earlier termination of this Agreement in accordance with its termsAgreement, except as expressly contemplated by this Agreement (including as set forth in Section 5.3 of the Parent Disclosure Schedule), as expressly contemplated or permitted by this Agreement or as required by Law or with law, Parent shall not, and shall not permit any of its Subsidiaries (to the extent applicable below) to, without the prior written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned), Parent shall not, and shall not permit any of its Subsidiaries to:): (a) amend the Parent Certificate or Parent Bylaws in a manner that would adversely affect the economic benefits of the Integrated Mergers Merger to the holders of Company Common Stock; (b) (i) adjust, split, combine or reclassify any capital stock of Parent, or (ii) make any distribution on, any shares of Parent Common Stock (except regular quarterly cash dividends by Parent at a rate not in excess of 20% of quarterly diluted adjusted EPS of Parent Common Stock); (c) incur any indebtedness for borrowed money (other than indebtedness of Parent or any of its wholly-owned Subsidiaries to Parent or any of its Subsidiaries) that would reasonably be expected to prevent Parent or its Subsidiaries from assuming the Company’s outstanding indebtedness; (d) (i) enter into agreements with respect to, or consummate, any mergers or business combinations, or any acquisition of any other person or business or (ii) make loans, advances or capital contributions to, or investments in, any other person that would reasonably be expected to prevent, impede or materially delay the consummation of the Merger, or (iii) adopt or publicly propose a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolution, in each case, of Parent; (e) take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, or in (ii) any of the conditions to the Integrated Mergers transactions contemplated hereby set forth in Article VII this Agreement not being satisfied, or in (iii) a material violation of any provision of this AgreementAgreement except as may be required by applicable law or regulation, or (iv) a material and adverse delay in or impair consummation of the transactions contemplated hereby; (df) take any action, action or knowingly fail to take any action, action where such action or failure to act would could reasonably be expected to prevent the Integrated Mergers, taken together, Merger from being treated as an integrated transaction that qualifies qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (eg) other than in the ordinary course of business (including to comply with changes to Tax laws), make, declare change or pay revoke any extraordinary dividend on the capital stock of Parent (except (A) dividends on shares of Parent Preferred Stockmaterial Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any amended material Tax Return, enter into any closing agreement with respect to Taxes, or (B) regular quarterly cash dividends at settle any material Tax claim, audit, assessment or dispute or surrender any material right to claim a rate not in excess refund of $0.17 per share of Company Common Stock); (f) take any action that is intended to, would or would be reasonably likely to prevent or materially delay the consummation of the transactions contemplated herebyTaxes; or (gh) agree to take, make any commitment to take, or adopt any resolutions of its Board board of Directors directors or similar governing body in support of, any of the actions prohibited by this Section 5.3.

Parent Forbearances. During the period from the date hereof of this Agreement to the Effective Time or the earlier termination of this Agreement in accordance with its termsAgreement, except as expressly contemplated by this Agreement (including as set forth in Section 5.3 of the Parent Disclosure Schedule)Schedules, as expressly contemplated or permitted by this Agreement or as required by Law or with law, Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Company (such consent not to be unreasonably withheld, delayed conditioned or conditioned), Parent shall not, and shall not permit any of its Subsidiaries to: delayed): (a) amend the Parent Certificate Articles or Parent Bylaws in a manner that would adversely affect the economic benefits of the Integrated Mergers Merger to the holders of Company Common Stock or materially change the rights, terms or preferences of the Parent Common Stock; ; (b) adjust, split, combine or reclassify any capital stock of Parent; ; (c) take any action that is intended would reasonably be expected to result in materially and adversely affect or materially delay the ability to obtain any necessary approvals of its representations any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform Parent’s covenants and warranties set forth in agreements under this Agreement being or becoming untrue in any material respect at any time prior to consummate the Effective Time, or in any of the conditions to the Integrated Mergers set forth in Article VII not being satisfied, or in transactions contemplated hereby on a violation of any provision of this Agreement; timely basis; (d) make, declare, pay or set aside for payment any dividend on or with respect to Parent Common Stock or make any other distribution to Parent’s shareholders except for the payment of regular quarterly dividends in the ordinary course of business consistent with past practice; (e) enter into agreements with respect to, or consummate, any mergers or business combinations, or any acquisition of any other person or business without providing prior notice of such transaction to the Company; (f) take any action, action or knowingly fail to take any action, action where such action or failure to act would could reasonably be expected to prevent the Integrated Mergers, taken together, Merger from being treated as an integrated transaction that qualifies qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (e) make, declare ; or pay any extraordinary dividend on the capital stock of Parent (except (A) dividends on shares of Parent Preferred Stock, or (B) regular quarterly cash dividends at a rate not in excess of $0.17 per share of Company Common Stock); (f) take any action that is intended to, would or would be reasonably likely to prevent or materially delay the consummation of the transactions contemplated hereby; or (g) agree to take, make any commitment to take, or adopt any resolutions of its Board board of Directors directors or similar governing body in support of, any of the actions prohibited by this Section 5.3.. ARTICLE VI ADDITIONAL AGREEMENTS 6.1

Parent Forbearances. During the period from the date hereof of this Agreement to the Effective Time or the earlier termination of this Agreement in accordance with its termsAgreement, except as expressly contemplated by this Agreement (including as set forth in Section 5.3 of the Parent Disclosure Schedule)Schedules, as expressly contemplated or permitted by this Agreement or as required by Law or with law, Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Company (such consent not to be unreasonably withheld, delayed conditioned or conditioned), Parent shall not, and shall not permit any of its Subsidiaries to:delayed): (a) amend the Parent Certificate Articles or Parent Bylaws in a manner that would adversely affect the economic benefits of the Integrated Mergers Merger to the holders of Company Common Stock or materially change the rights, terms or preferences of the Parent Common Stock; (b) adjust, split, combine or reclassify any capital stock of Parent; (c) take any action that is intended would reasonably be expected to result in materially and adversely affect or materially delay the ability to obtain any necessary approvals of its representations any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform Parent’s covenants and warranties set forth in agreements under this Agreement being or becoming untrue in any material respect at any time prior to consummate the Effective Time, or in any of the conditions to the Integrated Mergers set forth in Article VII not being satisfied, or in transactions contemplated hereby on a violation of any provision of this Agreementtimely basis; (d) make, declare, pay or set aside for payment any dividend on or with respect to the capital stock of Parent or make any other distribution to Parent’s shareholders except for the payment of regular quarterly dividends in the ordinary course of business consistent with past practice; (e) enter into agreements with respect to, or consummate, any mergers or business combinations, or any acquisition of any other person or business without providing prior notice of such transaction to the Company; (f) take any action, action or knowingly fail to take any action, action where such action or failure to act would could reasonably be expected to prevent the Integrated Mergers, taken together, Merger from being treated as an integrated transaction that qualifies qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (e) make, declare or pay any extraordinary dividend on the capital stock of Parent (except (A) dividends on shares of Parent Preferred Stock, or (B) regular quarterly cash dividends at a rate not in excess of $0.17 per share of Company Common Stock); (f) take any action that is intended to, would or would be reasonably likely to prevent or materially delay the consummation of the transactions contemplated hereby; or (g) agree to take, make any commitment to take, or adopt any resolutions of its Board of Directors or similar governing body in support of, any of the actions prohibited by this Section 5.3.