Common use of Conduct of Business by Parent Pending the Closing Clause in Contracts

Conduct of Business by Parent Pending the Closing. Parent agrees that, during the Interim Period, except as set forth in Section 6.2 of the Parent Disclosure Letter or described in this Agreement, unless Target shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed), Parent will conduct its business only in the ordinary and usual course consistent with past practice, and will use commercially reasonable efforts to keep available the services of its respective current key officers and preserve its respective current relationships with their advisors, suppliers and other Persons with whom they have business relationships. Without limiting the foregoing, and as an extension thereof, except as set forth in Section 6.2 of the Parent Disclosure Letter or described in this Agreement, during the Interim Period, Parent shall not do, or agree to do, nor shall Parent permit any of its Subsidiaries to do, or agree to do, directly or indirectly, any of the following without the prior written consent of Target (which consent shall not be unreasonably withheld or delayed): (i) make or enter into any material agreements or commitments; (ii) incur or assume any material Liabilities, other than in connection with the transactions contemplated hereby; (iii) declare or pay any dividends on or make other distributions (whether in cash, stock or property) in respect of any of its capital stock; (iv) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; (v) repurchase, redeem or otherwise acquire any shares of its capital stock; (vi) issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, any shares of its capital stock or any securities convertible into any such shares of its capital stock, or any rights, warrants or options to acquire any such shares or convertible securities or any stock appreciation rights, phantom stock plans or stock equivalents, (vii) award or grant, or authorize or propose the award or grant of any options, warrants or other rights of any kind to acquire any stock or other securities of Parent or any of its Subsidiaries or such convertible or exchangeable securities, or any other ownership interest (including, without limitation, any such interest represented by contract right), of Parent or any of its Subsidiaries, other than the issuance or grant of options to employees of the Surviving Corporation; (viii) modify or adjust any outstanding options, warrants or other rights of any kind to acquire any stock or other securities of Parent or any of its Subsidiaries to acquire shares of Company Common Stock; (ix) take any action that would, or could reasonably be expected to, result in any of the conditions set forth in Article VII not being satisfied; (x) authorize or enter into any agreement or otherwise make any commitment to do any of the foregoing; or (xi) solicit, enter into discussions, or enter into any agreements or arrangements, whether written or oral, with any Person regarding (A) the acquisition (through any means) of Parent (or any of it is assets or properties) by any Person, or (B) the investment in or acquisition of (through any means) Parent, or any Affiliate of Parent, of any Person.

Conduct of Business by Parent Pending the Closing. Parent agrees thatthat between the date of this Agreement and the Company Merger Effective Time or the date, during the Interim Periodif any, on which this Agreement is terminated pursuant to Section 8.1, except (a) as set forth in Section 6.2 5.2 of the Parent Disclosure Letter or described in Letter, (b) as required pursuant to this Agreement, unless Target shall otherwise consent (c) as may be required by Law or (d) as consented to in writing by the Company (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned), Parent will shall, and shall cause each of the Parent Subsidiaries to, (x) conduct its business only in all material respects in the ordinary and usual course of business consistent with past practicepractice (it being understood that this clause (x) shall not restrict Parent from the issuance of any Parent Equity Interests if such issuance is permitted by Section 5.2(d) or the incurrence of any indebtedness or the entry into any transactions if such incurrence or entry is permitted by Section 5.2(i)) and (y) use their respective reasonable best efforts to maintain in all material respects their assets and properties in their current condition (ordinary wear and tear excepted), preserve their business organizations intact in all material respects, and will use commercially reasonable efforts to keep available the services of its respective current key officers maintain existing relations and preserve its respective current relationships goodwill with their advisorsGovernmental Entities, suppliers alliances, customers, lenders, tenants, employees and other Persons with whom they have business relationshipsassociates in all material respects. Without limiting the generality of the foregoing, and as an extension thereof, except (i) as set forth in Section 6.2 5.2 of the Parent Disclosure Letter or described in Letter, (ii) as required pursuant to this Agreement, during (iii) as required by Law or (iv) as consented to in writing by the Interim Period, Parent shall not do, or agree to do, nor shall Parent permit any of its Subsidiaries to do, or agree to do, directly or indirectly, any of the following without the prior written consent of Target Company (which consent shall not be unreasonably withheld withheld, delayed or delayed): (i) make or enter into any material agreements or commitments; (ii) incur or assume any material Liabilities, other than in connection with the transactions contemplated hereby; (iii) declare or pay any dividends on or make other distributions (whether in cash, stock or property) in respect of any of its capital stock; (iv) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; (v) repurchase, redeem or otherwise acquire any shares of its capital stock; (vi) issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, any shares of its capital stock or any securities convertible into any such shares of its capital stock, or any rights, warrants or options to acquire any such shares or convertible securities or any stock appreciation rights, phantom stock plans or stock equivalents, (vii) award or grant, or authorize or propose the award or grant of any options, warrants or other rights of any kind to acquire any stock or other securities of Parent or any of its Subsidiaries or such convertible or exchangeable securities, or any other ownership interest (including, without limitation, any such interest represented by contract rightconditioned), between the date of this Agreement and the Company Merger Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, Parent or shall not, and shall not permit any of its Subsidiaries, other than the issuance or grant of options to employees of the Surviving Corporation; (viii) modify or adjust any outstanding options, warrants or other rights of any kind to acquire any stock or other securities of Parent or any of its Subsidiaries to acquire shares of Company Common Stock; (ix) take any action that would, or could reasonably be expected Subsidiary to, result in any of the conditions set forth in Article VII not being satisfied; (x) authorize directly or enter into any agreement or otherwise make any commitment to do any of the foregoing; or (xi) solicit, enter into discussions, or enter into any agreements or arrangements, whether written or oral, with any Person regarding (A) the acquisition (through any means) of Parent (or any of it is assets or properties) by any Person, or (B) the investment in or acquisition of (through any means) Parent, or any Affiliate of Parent, of any Person.indirectly: