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

Conduct of Business by Parent Pending the Closing. Parent agrees that between the date hereof and the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, except as set forth in Section 6.2 of the Parent Disclosure Letter, as specifically permitted or required by this Agreement, as required by applicable Law or as consented to in writing by the Company, Parent shall not: (a) amend, adopt any amendment or otherwise change (whether by merger, consolidation or otherwise) the Parent Governing Documents in a manner that would adversely affect in any material respect the Company or its shareholders in a manner disproportionate to Parent and its shareholders or in a manner that would adversely affect the ability of Parent or Merger Sub to consummate the Transactions; (b) adopt or enter into a plan of, or any Contract in respect of, complete or partial liquidation, dissolution, amalgamation, consolidation or recapitalization of Parent, other than with respect to the Transactions or any transaction that does not adversely affect the ability of Parent or Merger Sub to consummate the Transactions; (c) authorize, declare, set aside, make or pay any special cash dividends on its outstanding shares of Parent Common Stock (it being understood, for the avoidance of doubt, that regular, quarterly cash dividends (including any increases to current dividend rates approved by the Parent Board of Directors in good faith) shall not be restricted); (d) split, combine, subdivide or reclassify any of its capital stock; or (e) agree or authorize, in writing or otherwise, to take any of the foregoing actions.

Conduct of Business by Parent Pending the Closing. (a) Parent agrees that between the date hereof and the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, except (1) as set forth in Section 6.2 of the Parent Disclosure Letter, (2) as specifically permitted or required by this Agreement, (3) as required by applicable Law or (4) as consented to in writing by the CompanyCompany (which consent shall not be unreasonably withheld, conditioned or delayed), Parent shall not: (ai) amend, adopt any amendment modify, waive, rescind or otherwise change (whether by merger, consolidation or otherwise) the Parent Governing Documents in a manner that would adversely affect in any material respect the Company or its shareholders the Company Stockholders in a manner disproportionate to Parent and its shareholders stockholders or in a manner that would adversely affect reasonably be expected to materially delay or prevent the ability consummation of Parent or Merger Sub to consummate the TransactionsMerger; (bii) adopt or enter into a plan of, or any Contract in respect of, complete or partial liquidation, dissolution, amalgamation, consolidation consolidation, merger, reorganization or recapitalization of Parent, other than with respect to the Transactions Merger or any transaction that does not adversely affect the ability of any of Parent or Merger Sub to consummate the TransactionsMerger; (ciii) authorize, declare, set aside, make or pay any special cash dividends on its outstanding shares of Parent Common Stock (it being understood, for the avoidance of doubt, that regular, quarterly cash dividends (including any increases to current dividend rates approved by the Parent Board of Directors in good faith) shall not be restricted)Stock; (div) split, combine, subdivide or reclassify any of its capital stock; or (ev) agree or authorize, in writing or otherwise, to take any of the foregoing actions.