Common use of Conduct of Business by Acquiror Clause in Contracts

Conduct of Business by Acquiror. During the period from the date of this Agreement to the Effective Time, except as otherwise contemplated by this Agreement or the transactions contemplated hereby or consented to by Holdings in writing: (a) Acquiror shall not, and shall cause Acquiror Sub and each of Acquiror's other subsidiaries not to, take any action that would or would be reasonably likely to result in the disqualification of the Merger as a "reorganization" for purposes of Section 368 of the Code; and (b) Acquiror shall cause Acquiror Sub not to: (i) issue, deliver, sell, pledge or otherwise encumber any shares of its capital stock, any other voting securities or any securities convertible into, or any options, warrants or rights to acquire, any such shares, voting securities or convertible securities; (ii) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; (iii) amend its articles of incorporation or by-laws; or (iv) take, or agree to take, any of the foregoing actions. (c) Acquiror shall not take any action, including, without limitation, repurchasing any shares of Acquiror Common Stock, that would result in Cendant owning, directly or indirectly, more than twenty percent (20%) of the outstanding shares of Acquiror Common Stock.