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

Conduct of Business by Parent Pending the Mergers. Parent and Merger Subs covenant and agree with the Company that between (and including) the date hereof and the First Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, except as set forth in Section 6.10 of the Parent Disclosure Letter or as expressly contemplated by any other provision of this Agreement or as required by applicable Law, unless the Company provides prior written consent (which consent will not be unreasonably withheld, conditioned or delayed), Parent and Merger Subs shall not: (a) amend, modify, waive, rescind or otherwise change any of the Parent Organizational Documents in a manner that would adversely affect the stockholders of the Company relative to the other holders of Parent Shares; (b) split, combine, subdivide, reduce or reclassify any of its capital stock or other Equity Interests, except for (i) any such transactions involving only wholly-owned Subsidiaries of Parent, and (ii) any transactions that would require an adjustment to the Merger Consideration pursuant to Section 3.1(e), and for which the proper adjustment is made; (c) liquidate (completely or partially), dissolve or adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, or recapitalization of Parent; (d) declare, authorize, set aside, pay or make any dividend or other distribution payable in cash, stock, property or otherwise, with respect to Parent’s capital stock or other Equity Interests; (e) knowingly take any action that is intended to materially delay, impede or prevent the consummation of the Mergers and the other transactions contemplated by this Agreement on or before the Termination Date; or (f) commit to, resolve or enter into any agreement to do any of the foregoing.

Conduct of Business by Parent Pending the Mergers. Parent covenants and Merger Subs covenant and agree with the Company that agrees that, between (and including) the date hereof of this Agreement and the earlier of the First Effective Time or and the date, if any, on which this Agreement is terminated in accordance with Section ‎7.1, except (i) as may be required by Law, (ii) as may be agreed in writing by the Company (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be expressly required pursuant to Section 8.1this Agreement, except or (iv) as set forth in Section 6.10 ‎5.2 of the Parent Disclosure Letter or as expressly contemplated by any other provision Letter, (A) Parent shall use commercially reasonable efforts to conduct its business in the ordinary course of this Agreement or as required by applicable Lawbusiness and, unless to the Company provides prior written consent extent consistent therewith, use commercially reasonable efforts to preserve its assets and business organization, keep available the services of their present key employees and maintain its existing relationships with material customers, suppliers, distributors, Governmental Authorities and business partners, and (which consent will not be unreasonably withheld, conditioned or delayed), B) Parent and Merger Subs shall not, directly or indirectly: (a) amend, modify, waive, rescind or otherwise change any of amend the Parent Organizational Documents in a manner that would adversely affect the stockholders of the Company be materially or disproportionately (relative to the other holders of Parent SharesCommon Stock) adverse to the Company’s shareholders or would, or would reasonably be expected to, have the effect of delaying or preventing the consummation of the Mergers or the other transactions contemplated by this Agreement; (b) adjust, split, reverse split, combine, subdivide, reduce reclassify, redeem, repurchase or reclassify any otherwise acquire Parent Common Stock (it being understood that the foregoing shall not restrict Parent from repurchasing or otherwise acquiring shares in connection with the acceptance of its capital stock shares as payment for the exercise price of equity awards or other Equity Interestsas payment for Taxes incurred in connection with the exercise, except for (i) any such transactions involving only wholly-owned Subsidiaries vesting or settlement of Parentequity awards, and (ii) any transactions that would require an adjustment to or the Merger Consideration pursuant to Section 3.1(eforfeiture of equity awards), and for which the proper adjustment is made; (c) liquidate (completely issue, sell, grant or partially)authorize the issuance, dissolve sale or adopt a plan grant of Parent Common Stock or agreement other equity or voting securities of complete Parent or partial liquidationany options, dissolutionwarrants, merger, consolidation, convertible securities or recapitalization other rights of any kind to acquire any shares of Parent Common Stock or other equity or voting securities of Parent; provided, however, that Parent may (i) issue Parent Common Stock (A) upon the exercise, vesting or settlement of equity awards outstanding as of the date of this Agreement or granted in ordinary course of business after the date of this Agreement or (B) pursuant to the terms of the Parent ESPP and (ii) grant awards under any Parent Equity Plan or other compensation plan of Parent in the ordinary course of business; (d) declare, authorize, set aside, authorize, make or pay or make any dividend or other distribution distribution, payable in cash, stock, property or otherwise, with respect to Parent’s capital stock or other Equity Interestsequity interests, other than regular quarterly cash dividends paid by Parent to its shareholders in a manner consistent with past practice (subject to, and to the extent permitted by, the terms and conditions of Section ‎5.21); (e) knowingly take merge or consolidate Parent, Merger Sub Inc. or Merger Sub LLC with any action that is intended Person or adopt a plan of complete or partial liquidation, dissolution, recapitalization or other reorganization with respect to materially delayParent; (f) make any change to its methods of financial accounting, impede except as required by GAAP (or prevent the consummation any interpretation thereof) or Regulation S-X of the Mergers and the other transactions contemplated by this Agreement on or before the Termination DateExchange Act; or (fg) commit to, resolve or enter into any agreement Contract to do do, authorize or adopt any resolutions approving, or announce an intention to do, any of the foregoing.

Conduct of Business by Parent Pending the Mergers. Parent covenants and Merger Subs covenant and agree with the Company that agrees that, between (and including) the date hereof of this Agreement and the earlier of the First Effective Time or and the date, if any, on which this Agreement is terminated in accordance with Section 7.1, except (i) as may be required by Law, (ii) as may be agreed in writing by the Company (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be expressly required pursuant to Section 8.1this Agreement, except or (iv) as set forth in Section 6.10 5.2 of the Parent Disclosure Letter or as expressly contemplated by any other provision Letter, (A) Parent shall use commercially reasonable efforts to conduct its business in the ordinary course of this Agreement or as required by applicable Lawbusiness and, unless to the Company provides prior written consent extent consistent therewith, use commercially reasonable efforts to preserve its assets and business organization, keep available the services of their present key employees and maintain its existing relationships with material customers, suppliers, distributors, Governmental Authorities and business partners, and (which consent will not be unreasonably withheld, conditioned or delayed), B) Parent and Merger Subs shall not, directly or indirectly: (a) amend, modify, waive, rescind or otherwise change any of amend the Parent Organizational Documents in a manner that would adversely affect the stockholders of the Company be materially or disproportionately (relative to the other holders of Parent SharesCommon Stock) adverse to the Company’s shareholders or would, or would reasonably be expected to, have the effect of delaying or preventing the consummation of the Mergers or the other transactions contemplated by this Agreement; (b) adjust, split, reverse split, combine, subdivide, reduce reclassify, redeem, repurchase or reclassify any otherwise acquire Parent Common Stock (it being understood that the foregoing shall not restrict Parent from repurchasing or otherwise acquiring shares in connection with the acceptance of its capital stock shares as payment for the exercise price of equity awards or other Equity Interestsas payment for Taxes incurred in connection with the exercise, except for (i) any such transactions involving only wholly-owned Subsidiaries vesting or settlement of Parentequity awards, and (ii) any transactions that would require an adjustment to or the Merger Consideration pursuant to Section 3.1(eforfeiture of equity awards), and for which the proper adjustment is made; (c) liquidate (completely issue, sell, grant or partially)authorize the issuance, dissolve sale or adopt a plan grant of Parent Common Stock or agreement other equity or voting securities of complete Parent or partial liquidationany options, dissolutionwarrants, merger, consolidation, convertible securities or recapitalization other rights of any kind to acquire any shares of Parent Common Stock or other equity or voting securities of Parent; provided, however, that Parent may (i) issue Parent Common Stock (A) upon the exercise, vesting or settlement of equity awards outstanding as of the date of this Agreement or granted in ordinary course of business after the date of this Agreement or (B) pursuant to the terms of the Parent ESPP and (ii) grant awards under any Parent Equity Plan or other compensation plan of Parent in the ordinary course of business; (d) declare, authorize, set aside, authorize, make or pay or make any dividend or other distribution distribution, payable in cash, stock, property or otherwise, with respect to Parent’s capital stock or other Equity Interestsequity interests, other than regular quarterly cash dividends paid by Parent to its shareholders in a manner consistent with past practice (subject to, and to the extent permitted by, the terms and conditions of Section 5.21); (e) knowingly take merge or consolidate Parent, Merger Sub Inc. or Merger Sub LLC with any action that is intended Person or adopt a plan of complete or partial liquidation, dissolution, recapitalization or other reorganization with respect to materially delayParent; (f) make any change to its methods of financial accounting, impede except as required by GAAP (or prevent the consummation any interpretation thereof) or Regulation S-X of the Mergers and the other transactions contemplated by this Agreement on or before the Termination DateExchange Act; or (fg) commit to, resolve or enter into any agreement Contract to do do, authorize or adopt any resolutions approving, or announce an intention to do, any of the foregoing.

Conduct of Business by Parent Pending the Mergers. Parent and Merger Subs covenant and agree with Prior to the Company that between (and including) the date hereof and the First Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, except as set forth in Section 6.10 of the Parent Disclosure Letter or as expressly contemplated by any other provision of this Agreement or as required by applicable LawTime, unless the Company provides prior written consent Companies otherwise agree in writing or as otherwise contemplated by this Agreement, Parent: (which consent will not be unreasonably withhelda) shall: (i) conduct its business only in the ordinary course; (ii) continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable Securities Laws and of the OTC Bulletin Board; (iii) promptly advise the Companies orally and in writing of any Parent Acquisition Proposal and the substance thereof; and (iv) immediately cease and terminate any existing activities, conditioned discussions, negotiations or delayed), Contract with any Person other than the other Parties with respect to any Parent and Merger Subs Acquisition Proposal; and (b) shall not: (ai) amenddirectly or indirectly redeem, modify, waive, rescind purchase or otherwise change acquire any of the Parent Organizational Documents in a manner that would adversely affect the stockholders of the Company relative to the other holders of Parent SharesStock; (bii) amend the Parent Charter Documents; (iii) split, combine, subdivide, reduce combine or reclassify any of its capital stock Parent Stock or other Equity Interests, except for (i) any such transactions involving only wholly-owned Subsidiaries of Parent, and (ii) any transactions that would require an adjustment to the Merger Consideration pursuant to Section 3.1(e), and for which the proper adjustment is made; (c) liquidate (completely or partially), dissolve or adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, or recapitalization of Parent; (d) declare, authorize, set aside, aside or pay or make any dividend or other distribution payable in cash, stock, stock or property or otherwise, make any distribution with respect to Parent’s capital stock or other Equity Interestsany Parent Stock; (eiv) knowingly take issue any action that is intended to materially delayadditional Parent Stock or Parent Equity Rights; (v) acquire or dispose of any assets other than in the ordinary course of business, impede or prevent except for the consummation transfer of the Mergers Vessel and the Vessel Permits to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ prior to the Closing Date, in consideration of a reduction in the outstanding balance of the Parent Major Stockholder Indebtedness in the amount of $27,000; (vi) incur additional Indebtedness, or incur any other transactions contemplated by this Agreement on liabilities other than in the ordinary course of business; (vii) enter into any Contract other than in the ordinary course of business; (viii) dissolve, or before merge or consolidate with or into any Person; (ix) and shall not authorize any Person to, make, solicit, encourage any inquiries with respect to, or engage in any negotiations or enter into any Contract concerning, any Parent Acquisition Proposal; (x) hire or terminate any employees, enter into any employment agreements with any of its officers or employees or grant any increases in the Termination Datecompensation or benefits of its officers and employees; or (fxi) commit to, resolve or enter into any agreement agree to do any of the foregoing.