Common use of The Parent Clause in Contracts

The Parent. (i) shall, and shall cause each of its Subsidiaries to, conduct its operations according to their ordinary and usual course of business; provided, however, that nothing contained in this proviso shall limit Parent's ability to authorize or propose, or enter into, an agreement with respect to any acquisitions or to issue any debt or equity securities; (ii) shall take all action necessary to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement; (iii) shall and shall cause Merger Sub to vote all shares of Company Common Stock, if any, beneficially owned by Merger Sub or its affiliates in favor of adoption and approval of the Merger and this Agreement at the Company Special Meeting (as defined in Section 5.3); (iv) shall not, and shall not permit any of its Subsidiaries to, make any acquisition, by means of a merger or otherwise, of assets or securities, or any sale, lease, encumbrance or other disposition of assets or securities, or enter into any similar transaction, or enter into an agreement to effect any of the foregoing, in each case which would reasonably be expected to adversely affect the ability of Parent to consummate the transactions contemplated by this Agreement or materially delay obtaining any consents or approvals of any Governmental Entity required under this Agreement or otherwise delay the Closing; (v) shall not, and shall not permit any of its Subsidiaries to, change any of the accounting principles or practices used by it or any of its Subsidiaries, except as required by the Securities Exchange Commission (the "SEC") or required by GAAP; (vi) shall use its reasonable efforts, and cause each of its Subsidiaries to use its reasonable efforts, consistent with prudent business practice to (A) preserve intact its business organizations and goodwill in all material respects, (B) keep available the services of its officers and employees as a group, subject to changes in the ordinary course, and (C) maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with them, in each case as a group; (vii) shall not authorize or pay any dividends on or make any distribution with respect to its outstanding shares of stock; (viii) shall not propose or adopt any amendments to its corporate charter or By-laws other than as necessary to effect the changes contemplated by this Agreement; and (ix) shall not agree, or permit any of its Subsidiaries to agree, in writing or otherwise, to take any of the foregoing actions described in clauses (iv) through (viii) or take any action which would make any representation or warranty in Article 4 hereof untrue or incorrect.

The Parent. (i) shall, and shall cause each of its Subsidiaries to, conduct its operations according to their ordinary and usual course of business; provided, however, that nothing contained in this proviso shall limit Parent's ability to authorize or propose, or enter into, an agreement with respect to any acquisitions or to issue any debt or equity securities; (ii) shall take all action necessary to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement; (iii) shall and shall cause Merger Sub to vote all shares of Company Common Stock, if any, beneficially owned by Merger Sub or its affiliates in favor of adoption and approval of the Merger and this Agreement at the Company Special Meeting (as defined in Section 5.3); (iv) shall not, and shall not permit any of its Subsidiaries to, make any acquisition, by means of a merger or otherwise, of assets or securities, or any sale, lease, encumbrance or other disposition of assets or securities, or enter into any similar transaction, or enter into an agreement to effect any of the foregoing, in each case which would reasonably be expected to adversely affect the ability of Parent to consummate the transactions contemplated by this Agreement or materially delay obtaining any consents or approvals of any Governmental Entity required under this Agreement or otherwise delay the Closing; (v) shall not, and shall not permit any of its Subsidiaries to, change any of the accounting principles or practices used by it or any of its Subsidiaries, except as required by the Securities Exchange Commission (the "SEC") SEC or required by GAAP; (vi) shall use its reasonable effortsnot, and cause each shall not permit any of its Subsidiaries to use its reasonable effortsto, consistent with prudent business practice to (A) preserve intact its business organizations and goodwill in all material respectsbuy, (B) keep available the services sell or trade any equity security of its officers and employees as Parent including, without limitation, entering into any put, call, option, swap, collar or any other derivative transaction which has a group, subject to changes in the ordinary course, and (C) maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with them, in each case as a group; (vii) shall not authorize or pay any dividends on or make any distribution with respect to its outstanding shares of stock; (viii) shall not propose or adopt any amendments to its corporate charter or By-laws other than as necessary to effect the changes contemplated by this Agreementsimilar economic effect; and (ixvii) shall not agree, or permit any of its Subsidiaries to agree, in writing or otherwise, to take any of the foregoing actions described in clauses (iv) through (viiivi) or take any action which would make any representation or warranty in Article 4 IV hereof untrue or incorrect.

The Parent. (i) shall, and shall cause each of its Subsidiaries to, conduct its operations according to their ordinary and usual course of business; providedbusiness in substantially the same manner as heretofore conducted, however, except that nothing contained in this proviso subsection 5.1(b)(i) shall limit Parent's ability to authorize or propose, or enter into, an agreement with respect to any (A) acquisitions in which the aggregate value of the consideration paid does not exceed $900 million, (B) dispositions of assets held for sale and other assets in which the aggregate value of the consideration received does not exceed 10% of Parent's total assets, or to issue any (C) issuance of debt or equity securities; (ii) shall take all action necessary use its reasonable best efforts, and shall cause each of its Subsidiaries to cause Merger Sub use its reasonable best efforts, to perform preserve intact its obligations under this Agreement business organization (except that any of its Subsidiaries may be merged with or into, or be consolidated with any of its other Subsidiaries or may be liquidated into Parent or any of its Subsidiaries), and to consummate the Merger on the terms preserve its relationships with those person having business dealings with Parent and conditions set forth in this Agreementits Subsidiaries; (iii) shall and shall cause Merger Sub to vote all shares notify the Company of Company Common Stock, if any, beneficially owned by Merger Sub any emergency or other change in the normal course of its or its affiliates Subsidiaries' respective businesses or in favor the operation of adoption its or its Subsidiaries' respective properties and approval of any complaints, investigations or hearings (or communications indicating that the Merger and this Agreement at the Company Special Meeting (as defined in Section 5.3)same may be contemplated) of any governmental body or authority if such emergency, change, complaint, investigation or hearing would reasonably be expected to have a Material Adverse Effect on Parent; (iv) shall not, and shall not (except in the ordinary course of business consistent with past practice) permit any of its Subsidiaries that is not wholly owned to, make any acquisition, by means of a merger or otherwise, of assets or securities, or any sale, lease, encumbrance or other disposition of assets or securities, or enter into any similar transaction, or enter into an agreement to effect any of the foregoing, in each case which would reasonably be expected to adversely affect the ability of Parent to consummate the transactions contemplated by this Agreement or materially delay obtaining any consents or approvals of any Governmental Entity required under this Agreement or otherwise delay the Closing; (v) shall not, and shall not permit any of its Subsidiaries to, change any of the accounting principles or practices used by it or any of its Subsidiaries, except as required by the Securities Exchange Commission (the "SEC") or required by GAAP; (vi) shall use its reasonable efforts, and cause each of its Subsidiaries to use its reasonable efforts, consistent with prudent business practice to (A) preserve intact its business organizations and goodwill in all material respects, (B) keep available the services of its officers and employees as a group, subject to changes in the ordinary course, and (C) maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with them, in each case as a group; (vii) shall not authorize or pay any dividends on or make any distribution with respect to its outstanding shares of stock, except that Parent may continue to pay dividends on the Parent Common Stock at times consistent with past practice and in per share amounts not in excess of 150% of the per share amount of the most recent dividend paid on the Parent Common Stock prior to the date of this Agreement; (viiiv) shall not propose or adopt any amendments to its corporate charter or Byby-laws other than as necessary laws; (vi) shall not, and shall not permit any of its Subsidiaries to, take any action or fail to effect take any action which action or failure to act would, or would be reasonably likely to, prevent the changes contemplated by this Agreementparties hereto from accounting for the Merger in accordance with the pooling of interests method of accounting under the requirements of APB No. 16; and (ixvii) shall not, and shall not agree, or permit any of its Subsidiaries to agree, in writing or otherwise, to take any of the foregoing actions described in clauses (iv) through (viii) or to take any action which would (x) make any representation or warranty in Article 4 IV hereof untrue or incorrectincorrect or (y) result in any of the conditions to the Merger set forth in Article VI not being satisfied.

The Parent. (i) shall, and shall cause each of its Subsidiaries to, conduct its operations according to their ordinary and usual course of business; providedbusiness in substantially the same manner as heretofore conducted, however, except that nothing contained in this proviso subsection 5.1(b)(i) shall limit Parent's ability to authorize or propose, or enter into, an agreement with respect to any (A) acquisitions in which the aggregate value of the consideration paid does not exceed $900 million, (B) dispositions of assets held for sale and other assets in which the aggregate value of the consideration received does not exceed 10% of Parent's total assets, or to issue any (C) issuance of debt or equity securities; (ii) shall take all action necessary use its reasonable best efforts, and shall cause each of its Subsidiaries to cause Merger Sub use its reasonable best efforts, to perform preserve intact its obligations under this Agreement business organiza tion (except that any of its Subsidiaries may be merged with or into, or be consolidated with any of its other Subsidiaries or may be liquidated into Parent or any of its Subsidiaries), and to consummate the Merger on the terms preserve its relationships with those person having business dealings with Parent and conditions set forth in this Agreementits Subsidiaries; (iii) shall and shall cause Merger Sub to vote all shares notify the Company of Company Common Stock, if any, beneficially owned by Merger Sub any emergency or other change in the normal course of its or its affiliates Subsidiaries' respective businesses or in favor the operation of adoption its or its Subsidiaries' respective properties and approval of any complaints, investigations or hearings (or communications indicating that the Merger and this Agreement at the Company Special Meeting (as defined in Section 5.3)same may be contemplated) of any governmental body or authority if such emergency, change, complaint, investigation or hearing would reasonably be expected to have a Material Adverse Effect on Parent; (iv) shall not, and shall not (except in the ordinary course of business consistent with past practice) permit any of its Subsidiaries that is not wholly owned to, make any acquisition, by means of a merger or otherwise, of assets or securities, or any sale, lease, encumbrance or other disposition of assets or securities, or enter into any similar transaction, or enter into an agreement to effect any of the foregoing, in each case which would reasonably be expected to adversely affect the ability of Parent to consummate the transactions contemplated by this Agreement or materially delay obtaining any consents or approvals of any Governmental Entity required under this Agreement or otherwise delay the Closing; (v) shall not, and shall not permit any of its Subsidiaries to, change any of the accounting principles or practices used by it or any of its Subsidiaries, except as required by the Securities Exchange Commission (the "SEC") or required by GAAP; (vi) shall use its reasonable efforts, and cause each of its Subsidiaries to use its reasonable efforts, consistent with prudent business practice to (A) preserve intact its business organizations and goodwill in all material respects, (B) keep available the services of its officers and employees as a group, subject to changes in the ordinary course, and (C) maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with them, in each case as a group; (vii) shall not authorize or pay any dividends on or make any distribution with respect to its outstanding shares of stock, except that Parent may continue to pay dividends on the Parent Common Stock at times consistent with past practice and in per share amounts not in excess of 150% of the per share amount of the most recent dividend paid on the Parent Common Stock prior to the date of this Agreement; (viiiv) shall not propose or adopt any amendments to its corporate charter or Byby-laws other than as necessary laws; (vi) shall not, and shall not permit any of its Subsidiaries to, take any action or fail to effect take any action which action or failure to act would, or would be reasonably likely to, prevent the changes contemplated by this Agreementparties hereto from accounting for the Merger in accordance with the pooling of interests method of accounting under the requirements of APB No. 16; and (ixvii) shall not, and shall not agree, or permit any pxxxxx xxx of its Subsidiaries to agree, in writing or otherwise, to take any of the foregoing actions described in clauses (iv) through (viii) or to take any action which would (x) make any representation or warranty in Article 4 IV hereof untrue or incorrectincorrect or (y) result in any of the conditions to the Merger set forth in Article VI not being satisfied.