Common use of Parent Interim Operations Clause in Contracts

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): (a) the business of it and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use their respective reasonable best efforts to preserve its business organization substantially intact, to keep available the services of those of its present officers, employees and consultants that are integral to the operation of its business as presently conducted and to maintain its relations and goodwill with customers, suppliers, distributors, creditors and lessors; and (b) it shall not (i) amend its charter or bylaws, or (ii) declare, set aside or pay any dividend payable in cash, stock or property in respect of any capital stock except that a wholly owned Subsidiary of Parent may declare and pay a dividend to its parent, and except that Parent may declare and pay dividends consistent with past practice.