Common use of Conduct of Businesses Pending the Closing Clause in Contracts

Conduct of Businesses Pending the Closing. 8.1 Conduct of Business by the Company Pending the Closing. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, the Company agrees (except to the extent that a majority in interest of the Purchasers shall otherwise consent in writing), to carry on its business in the usual, regular and ordinary course and in substantially the same manner as previously conducted, to use all reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and consultants and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to the end that its goodwill and ongoing businesses would be unimpaired, in any material respect, at the Closing. The Company shall promptly notify Purchasers of any material event or occurrence not in the ordinary course of business of the Company. By way of amplification and not limitation, except as contemplated by this Agreement, the Company shall not, between the date of this Agreement and the Closing, do any of the following without the prior written consent of a majority in interest of the Purchasers: (a) amend or otherwise change its Certificate of Incorporation or Bylaws or equivalent organizational documents; (b) issue, sell, pledge, dispose of, grant, encumber, authorize or propose the issuance, sale, pledge, disposition, grant or encumbrance of any shares of its capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock or any other ownership interest (including, without limitation, any phantom interest), of the Company, or accelerate the vesting of any such security, except pursuant to the terms of options, warrants or preferred stock outstanding on the date of this Agreement; (c) sell, lease, license, pledge, grant, encumber or otherwise dispose of any of its properties or assets which are material, individually or in the aggregate, to its business, except in the ordinary course of business, consistent with past practice; (d) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock; (e) split, combine, subdivide, redeem 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, or purchase or otherwise acquire, directly or indirectly, any shares of its capital stock except from former employees, directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service by such party, and except in connection with the transactions contemplated hereby; (f) acquire (including, without limitation, by merger, consolidation, or acquisition of stock or assets) any interest or any assets in any corporation, partnership, other business organization or any division thereof; (g) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any person, or make any loans or advances; except in the ordinary course of business, consistent with past practice; (h) enter into any lease or contract for the purchase or sale of any property, real or personal except in the ordinary course of business, consistent with past practice; (i) increase, or agree to increase, the compensation (cash, equity or otherwise) payable, or to become payable, to its officers or employees, except (A) pursuant to agreements outstanding on the date hereof, (B) as previously disclosed in writing and delivered to Purchasers and (C) with respect to non-officer employees only, such increases as approved by the Company, consistent with past practices and provided that the Company used reasonable efforts to obtain the prior approval of the Purchasers, or grant any severance or termination pay (cash, equity or otherwise) to, or enter into any employment or severance agreement with, any of its directors, officers or other employees, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other Company Employee Plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee; provided, however, that the foregoing provisions of this subsection shall not apply to any amendments to employee benefit plans described in Section 3(3) of ERISA that may be required by Law; (j) authorize cash payments in exchange for any options granted under any of such plans except as specifically required by the terms of such plans or any such agreement or any related agreement in effect as of the date of this Agreement and disclosed in the Schedule of Exceptions; (k) make or change any material tax election, settle or compromise any tax liability, or consent to the extension or waiver of any statute of limitations with respect to taxes.

Conduct of Businesses Pending the Closing. 8.1 (i) Conduct of Business by the Company Pending the ClosingForasol-Foramer and Pride. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, the Company agrees (except to the extent that a majority in interest each of the Purchasers Pride and Forasol-Foramer and their respective Subsidiaries shall otherwise consent in writing), to carry on its business businesses in the usual, regular and ordinary course and in substantially the same manner as previously conducted, to heretofore conducted and shall use all reasonable efforts consistent with past practices and policies to preserve intact its present business organizationorganizations, keep available the services of its present officers current (a) declare, set aside, increase or pay any dividend (including any stock dividends), or declare or make any distribution on, or directly or indirectly combine, redeem, reclassify, purchase or otherwise acquire, any shares of its capital stock or authorize the creation or issuance of, or issue, deliver or sell any additional shares of its capital stock, any securities or obligations convertible into or exchangeable for its capital stock, or effect any stock split or reverse stock split or other recapitalization, except (i) for the declaration and key employees payment of dividends from a Subsidiary of Forasol-Foramer to Forasol-Foramer or another Subsidiary of Forasol-Foramer; (ii) for the declaration and consultants and preserve its relationships payment of dividends from a Subsidiary of Pride to Pride or another Subsidiary of Pride; (iii) for cash dividends or distributions paid on or with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, respect to the end that capital stock or partnership interests of a Subsidiary of either Forasol-Foramer or Pride; or (iv) as required by the terms of its goodwill and ongoing businesses would be unimpairedsecurities outstanding on the date hereof or as contemplated by its existing employee benefit plans; (b) amend or propose to amend its articles of incorporation or association, bylaws or equivalent governing documents, or adopt or amend any resolution or agreement concerning indemnification of its directors, officers, employees or agents; (c) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any material respectother manner, at any business or any corporation, partnership, association or other business organization or division thereof, except such acquisitions whose aggregate purchase price is not in excess of U.S.$10.0 million; (d) except as described on Schedule 5.1(d) in the Closing. The Company shall promptly notify Purchasers case of Pride, sell, lease, encumber or otherwise dispose of, or agree to sell, lease (whether such lease is an operating or capital lease), encumber or otherwise dispose of, any material event or occurrence not of its assets, other than in the ordinary course of business of the Company. By way of amplification and not limitation, except as contemplated by this Agreement, the Company shall not, between the date of this Agreement and the Closing, do any of the following without the prior written consent of a majority in interest of the Purchasers: (a) amend or otherwise change its Certificate of Incorporation or Bylaws or equivalent organizational documents; (b) issue, sell, pledge, dispose of, grant, encumber, authorize or propose the issuance, sale, pledge, disposition, grant or encumbrance of any shares of its capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock or any other ownership interest (including, without limitation, any phantom interest), of the Company, or accelerate the vesting of any such security, except pursuant to the terms of options, warrants or preferred stock outstanding on the date of this Agreement; (c) sell, lease, license, pledge, grant, encumber or otherwise dispose of any of its properties or assets which are material, individually or in the aggregate, to its business, except in the ordinary course of business, consistent with past practice; (d) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock; (e) splitauthorize, combinerecommend, subdivide, redeem propose or reclassify any announce an intention to adopt a plan of its capital stock complete or issue partial liquidation or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or purchase or otherwise acquire, directly or indirectly, any shares of its capital stock except from former employees, directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service by such party, and except in connection with the transactions contemplated herebydissolution; (f) acquire (including, without limitation, by merger, consolidation, or acquisition of stock or assets) any interest or any assets in any corporation, partnership, other business organization or any division thereof; (g) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any person, or make any loans changes in its accounting methods, except as required by law, rule, regulation or advances; except in the ordinary course of business, consistent with past practice; (h) enter into any lease or contract for the purchase or sale of any property, real or personal except in the ordinary course of business, consistent with past practiceGAAP; (i) increase, or agree to increase, grant any increases in the compensation (cash, equity of or otherwise) payable, or stock options to become payable, to its officers or employees, except (A) pursuant to agreements outstanding on the date hereof, (B) as previously disclosed in writing and delivered to Purchasers and (C) with respect to non-officer employees only, such increases as approved by the Company, consistent with past practices and provided that the Company used reasonable efforts to obtain the prior approval of the Purchasers, or grant any severance or termination pay (cash, equity or otherwise) to, or enter into any employment or severance agreement with, any of its directors, officers or other employees, except increases in the ordinary course of business consistent with past practice; (ii) pay or establish, adopt, enter into or amend agree to pay any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance retirement allowance or other Company Employee Plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee; provided, however, that the foregoing provisions of this subsection shall not apply to any amendments to employee benefit plans described in Section 3(3) of ERISA that may be required by Law; (j) authorize cash payments in exchange for any options granted under any of such plans except as specifically required by the terms of such plans or any such agreement or any related agreement in effect as of the date of this Agreement and disclosed in the Schedule of Exceptions; (k) make or change any material tax election, settle or compromise any tax liability, or consent to the extension or waiver of any statute of limitations with respect to taxes.benefit