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

Conduct of Business by Parent Pending the Closing. Except as specifically permitted by any other provision of this Agreement, Parent shall not (unless required by applicable Law or any stock exchange regulations applicable to the Parent), between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, any of the following, without the prior written consent of the Company: Section 5.2.1 amend or otherwise change the Parent Certificate or Parent By-laws or equivalent organizational documents in a manner that adversely affects the rights of holders of Parent Common Stock (except for a reverse stock split as previously approved by the stockholders of Parent); Section 5.2.2 declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of Parent’s capital stock (other than regular quarterly cash dividends); Section 5.2.3 make any change in accounting policies or procedures, other than in the ordinary course of business consistent with past practice or except as required by GAAP or a Governmental Authority; Section 5.2.4 take, or agree to take, any action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; Section 5.2.5 authorize or undertake any acquisitions of another company (whether by way of merger, consolidation, stock purchase, asset purchase or otherwise) in a manner that would be reasonably likely to delay the effectiveness of the Registration Statement due to a requirement to include financial statements for the acquired assets or company in the Registration Statement or authorize or undertake any equity financing intended primarily to raise capital for Parent; Section 5.2.6 take any action that is intended or could reasonably be expected to result in any of the conditions to the Merger set forth in Article 6 not being satisfied, except, in every case, as may be required by applicable Law; or Section 5.2.7 authorize or enter into any agreement or otherwise make any commitment to do any of the foregoing.

Conduct of Business by Parent Pending the Closing. Except Parent agrees that between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement in accordance with Article 7, except as set forth in Section 5.2 of the Parent Disclosure Schedule, as specifically permitted by any other provision of this AgreementAgreement or as required by applicable Law, Parent shall not (unless required by applicable Law or any stock exchange regulations applicable to the Parent), between the date of this Agreement and the Effective Timenot, directly or indirectly, do, or agree to do, do any of the following, following without the prior written consent of the Company:Company (which consent will not be unreasonably withheld, delayed or conditioned): Section 5.2.1 (a) amend or otherwise change the Parent Certificate or Parent By-laws or equivalent organizational documents Governing Documents in a any manner that adversely affects would reasonably be expected to materially delay, impede or prevent the rights consummation of holders the transactions contemplated by this Agreement or amends the terms of the Parent Common Stock (except for a reverse stock split as previously approved by the stockholders of Parent)Shares in any manner that would reasonably be expected to be adverse in any material respect to Company Stockholders; Section 5.2.2 (b) declare, set aside, make or pay any dividend or other distribution, distribution (whether payable in cash, stock, property or otherwise, a combination thereof) with respect to any of Parent’s its capital stock (stock, other than regular quarterly cash dividends)dividends in an amount not to exceed $0.025 per share; Section 5.2.3 make any change in accounting policies (c) reclassify, combine, split, subdivide or proceduresamend the terms of, other than in the ordinary course of business consistent with past practice directly or except as required by GAAP or a Governmental Authority; Section 5.2.4 take, or agree to takeindirectly, any action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; Section 5.2.5 authorize its capital stock or undertake any acquisitions of another company (whether by way of mergerother Equity Interests, consolidation, stock purchase, asset purchase or otherwise) in a manner that would be reasonably likely to delay the effectiveness of the Registration Statement due to a requirement to include financial statements for the acquired assets or company in the Registration Statement or authorize or undertake propose the issuance of any equity financing intended primarily to raise other securities in lieu of or in substitution for shares of its capital for Parentstock or other Equity Interests; Section 5.2.6 (d) merge or consolidate Parent with any Person or adopt a plan of complete or partial liquidation or resolutions providing for a complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of Parent; or (e) agree, in writing or otherwise, to take any action that is intended or could reasonably be expected to result in any of the conditions to the Merger set forth in Article 6 not being satisfied, except, in every case, as may be required by applicable Law; or Section 5.2.7 authorize or enter into any agreement or otherwise make any commitment to do any of the foregoingforegoing actions.