Common use of Conduct of Parent Pending the Merger Clause in Contracts

Conduct of Parent Pending the Merger. Between the date of this Agreement and the Effective Time, except as otherwise expressly contemplated by this Agreement or as set forth in the corresponding section of the Parent Disclosure Schedule, neither Parent nor any of its subsidiaries shall without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed): (a) declare, set aside, make or pay any dividend or distribution, payable in cash, stock, property or otherwise, with respect to any of capital stock of Parent (except for (i) regular interim and final annual cash dividends consistent with past practice (including increases consistent with past practice); (b) enter into or consummate any agreements or transactions for an acquisition (by merger, consolidation, reorganization, consolidation, share exchange, acquisition of stock or assets or otherwise) or joint venture or other agreement or otherwise, or take any other action, if in any such case, such agreement, transaction or other action, individually or in the aggregate, would, or would reasonably be expected to, prevent, materially delay or materially impede the ability of Parent or Merger Sub to consummate the Merger or the other transactions contemplated by this Agreement; (c) take any other action which, to the knowledge of the Parent, would prevent, materially delay or materially impede the consummation of the Merger or the other transactions contemplated by this Agreement, including any action or omission that would cause the Merger to fail to qualify as a reorganization under Section 368 of the Code; (d) fail to timely satisfy or cause to be timely satisfied all applicable Tax reporting and filing requirements contained in the Code with respect to the transactions contemplated by this Agreement; (e) take any action to cause the Parent Ordinary Shares to cease to be admitted to the Official List or to trading on the main market of the LSE or the Parent Depository Shares evidenced by Parent ADRs to cease to be eligible for quotation on the Nasdaq; or (f) agree to take any of the actions described in Sections 5.2(a) through 5.2(e).