Common use of Parent Interim Operations Clause in Contracts

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: (a) make any amendment to Parent's restated certificate of incorporation that changes any material term or provision of the Parent Common Shares; (b) make any material changes to MergerSub's certificate of incorporation; (c) take any action that would or would be reasonably likely to prevent or materially impair the ability of Parent to consummate the transactions contemplated by this Agreement or the Stock Option Agreement, including actions that would be reasonably likely to prevent or materially impair the ability of Parent, the Company or any of their Subsidiaries to obtain any consent, registration, approval, permit or authorization required to be obtained from any Governmental Entity prior to the Effective Time in connection with the execution and delivery of this Agreement or the Stock Option Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement and the Stock Option Agreement; (d) authorize or pay any extraordinary dividend on, or other extraordinary distribution with respect to, Parent's capital stock or engage in any recapitalization, restructuring or reorganization with respect to Parent's capital stock which materially and adversely affects the rights of the holders of Parent Common Shares; (e) other than in the ordinary course of business consistent with past practice, make any tax election or enter into any settlement or compromise of any tax liability except for such settlements or compromises as individually or in the aggregate would not be reasonably likely to have a Parent Material Adverse Effect; (f) take any action that would cause any of its representations and warranties herein to become untrue in any material respect; and (g) agree, resolve or otherwise commit to do any of the foregoing.

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: (a) make any amendment to Parent's restated certificate of incorporation that changes any material term or provision of the Parent Common Shares; (b) make any material changes to MergerSub's certificate of incorporation; (c) take any action that would or would be reasonably likely to prevent or materially impair the ability of Parent to consummate the transactions contemplated by this Agreement or the Stock Option Agreement, including actions that would be reasonably likely to prevent or materially impair the ability of Parent, the Company or any of their Subsidiaries to obtain any consent, registration, approval, permit or authorization required to be obtained from any Governmental Entity prior to the Effective Time in connection with the execution and delivery of this Agreement or the Stock Option Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement and the Stock Option Agreement; (d) authorize or pay any extraordinary dividend on, or other extraordinary distribution with respect to, Parent's capital stock or engage in any 41 47 recapitalization, restructuring or reorganization with respect to Parent's capital stock which materially and adversely affects the rights of the holders of Parent Common Shares; (e) other than in the ordinary course of business consistent with past practice, make any tax election or enter into any settlement or compromise of any tax liability except for such settlements or compromises as individually or in the aggregate would not be reasonably likely to have a Parent Material Adverse Effect; (f) take any action that would cause any of its representations and warranties herein to become untrue in any material respect; and (g) agree, resolve or otherwise commit to do any of the foregoing.