Conduct of Business by Parent Pending the Closing. Parent agrees that between the date hereof and the earlier of the Closing Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, except (v) as set forth in Section 6.2 of the Parent Disclosure Letter, (w) as specifically required by this Agreement, (x) as required by applicable Law, or (y) as consented to in writing by the Company (which consent shall not be unreasonably withheld, conditioned or delayed), 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 stockholders in a manner disproportionate to Parent and its stockholders or in a manner that would adversely affect the ability of any of Parent or Parent Merger Subs 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 any of Parent or the Parent Merger Subs 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.
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Conduct of Business by Parent Pending the Closing. Parent agrees that between the date hereof and the earlier of the Closing Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, except (v) Except as set forth in Section 6.2 of the Parent Disclosure Letter, (w) Schedule or as specifically required permitted by any other provision of this Agreement, Parent shall conduct its operations in the ordinary course of business consistent with past practice, and shall not take any action inconsistent therewith or with this Agreement, and shall not (x) as unless required by applicable LawLaw or any NYSE regulations applicable to the Parent), between the date of this Agreement and the Effective Time, directly or indirectly, do, or (y) as consented agree to in writing by do, any of the Company (which following, without the prior written consent shall not be unreasonably withheld, conditioned or delayed), Parent shall notof the Company:
(a) amend, adopt any amendment amend or otherwise change (whether by merger, consolidation or otherwise) the Parent Governing Documents Certificate or Parent By-laws in a manner that would adversely affect in any material respect affects the Company or its stockholders in a manner disproportionate to Parent and its stockholders or in a manner that would adversely affect the ability rights of any holders of Parent or Parent Merger Subs to consummate the TransactionsCommon Stock;
(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 any of Parent or the Parent Merger Subs to consummate the Transactions;
(cA) authorize, declare, set aside, make or pay any special dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of Parent’s capital stock (other than regular semi-annual cash dividends on its outstanding shares of Parent Common Stock $0.03 per share), or (it being understood, for the avoidance of doubt, that regular, quarterly B) fail to pay regular semi-annual cash dividends of $0.03 per share (including subject to Parent’s having legally available funds therefor);
(c) merge with, acquire or agree to acquire (including, without limitation, by merger, consolidation, or acquisition of stock or assets), or invest in or agree to invest in (by acquisition of stock or securities, contributions to capital, property transfers or otherwise) any increases direct or indirect interest or investment in any person, any Equity Interests of any person, any division of any person or any assets, other than (1) acquisitions of inventory and capital expenditures in the ordinary course of business consistent with past practice and (2) any mergers, acquisitions of assets, or acquisitions of capital stock, or agreements to current dividend rates approved by enter into any such transactions, which (1) do not involve acquisitions of entities (or substantially all of the Parent board assets of directors entities) engaged to any material extent in good faiththe design, development or manufacture of soft contact lenses, (2) shall do not require approval of Parent’s stockholders and (3) would not reasonably be expected to create a substantial risk that the Effective Time would be delayed in any material way, or that any of the conditions set forth in Article 7 would not be restricted)satisfied;
(d) splitadopt a plan of complete or partial liquidation, combinedissolution, subdivide recapitalization or reclassify other reorganization of Parent other than an agreement or plan with respect to a Parent Acquisition Proposal permitted by Section 6.2(e);
(e) enter into any agreements, consummate any transactions, or take any other action that would, is intended to, or would reasonably be expected to, result in (1) any of its capital stockthe representations and warranties of Parent set forth in this Agreement not being true and correct as of the Closing such that the condition to the Merger set forth in Section 7.2(a) would not be satisfied, or (2) any of the other conditions to the Merger set forth in Article 7 not being satisfied (except as expressly permitted in Section 6.19);
(f) 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; or
(eg) agree authorize or authorize, in writing enter into any agreement or otherwise, otherwise make any commitment to take do any of the foregoing actionsforegoing.
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