Parent Interim Operations. Parent covenants and agrees as to itself and each of its Subsidiaries that, from and after the date hereof and prior to the Effective Time (unless the Company shall otherwise approve in writing and except as otherwise (i) expressly contemplated by any other section of this Agreement, (ii) required by applicable Law (it being understood that, insofar as less than 100% of the equity of a Subsidiary of Parent is owned, directly or indirectly, by Parent, nothing in this Section 6.2 shall be deemed to require any such Subsidiary to take any action, or fail to take any action, which action or failure would result in a violation of fiduciary duty under applicable Law), or (iii) set forth in Section 6.2 of the Parent Disclosure Letter):
Parent Interim Operations. Parent covenants and agrees as to ------------------------- itself and its Subsidiaries that, after the date hereof and prior to the Effective Time (unless the Company shall otherwise approve in writing, which approval shall not be unreasonably withheld or delayed, and except as otherwise expressly contemplated by this Agreement or in Section 6.2 of the Parent Disclosure Letter):
Parent Interim Operations. Parent covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Effective Time (unless the Company shall otherwise approve in writing, which approval shall not be unreasonably withheld or delayed, and except as otherwise expressly contemplated by this Agreement):
Parent Interim Operations. Parent covenants and agrees that, after the date hereof and prior to the Effective Time (unless the Company shall otherwise approve in writing), it shall not take any action that would cause any representation or warranty of Parent herein to become untrue in any material respect, and it shall not authorize or enter into an agreement that would reasonably be expected to have such an effect.
Parent Interim Operations. Except as set forth in the Parent Disclosure Schedule or as otherwise expressly contemplated hereby, without the prior consent of the Company (which consent shall not be unreasonably withheld or delayed), from the date hereof until the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries to, conduct their business in all material respects in the ordinary course consistent with past practice and shall use commercially reasonable efforts to (i) preserve intact its present business organization, (ii) maintain in effect all material foreign, federal, state and local licenses, approvals and authorizations, including, without limitation, all material licenses and permits that are required for Parent or any Parent Subsidiary to carry on its business and (iii) preserve existing relationships with its material customers, lenders, suppliers and others having material business relationships with it. Without limiting the generality of the foregoing, except as otherwise expressly contemplated by this Agreement and the Stock Option Agreement, from the date hereof until the Effective Time, without the prior consent of the Company (which consent shall not be unreasonably withheld or delayed), Parent shall not, not shall it permit any Parent Subsidiary to:
Parent Interim Operations. 41 SECTION 7.3. No Solicitation............................................. 43 SECTION 7.4. Third Party Standstill Agreements........................... 44 SECTION 7.5. Certain Litigation.......................................... 44 SECTION 7.6. Indemnification; Directors' and Officers' Insurance......... 44 SECTION 7.7. Listing of Parent Common Shares............................. 45 SECTION 7.8.
Parent Interim Operations. During the period from the date of this Agreement through the Effective Time, Parent agrees as to itself and its Subsidiaries that (except as set forth in SECTION 7.2 of the Parent Disclosure Statement, or as expressly contemplated or permitted by this Agreement, or to the extent that the Company shall otherwise consent in writing, which consent shall not be reasonably withheld):
Parent Interim Operations. 41 Section 7.2. Director and Officer Liability............................... 42 Section 7.3.
Parent Interim Operations. 31 Section 5.3. Acquisition Proposals...........................................31 Section 5.4.
Parent Interim Operations. (a) Parent covenants and agrees as to itself and each of its Subsidiaries that, after the date hereof and prior to the Effective Time (unless the Company shall otherwise approve in writing) neither it nor any of its Subsidiaries shall take any action that would cause any representation or warranty of Parent herein to become untrue in any material respect, and neither it nor any of its Subsidiaries shall authorize or enter into an agreement that would reasonably be expected to have such an effect.
