Common use of Covenants of Parent and Merger Sub Clause in Contracts

Covenants of Parent and Merger Sub. Parent and Merger Sub, jointly and severally, each covenant and agree that, prior to the Effective Time, unless otherwise expressly contemplated by this Agreement or consented to in writing by the Company, it: (a) Shall conduct no business other than to comply with all the terms of this Agreement and the Transaction Documents and to take such other actions as are necessary and advisable to allow the parties to consummate the Merger and the Transactions. (b) Shall not enter into any Contracts, or cancel, terminate, modify, assign or amend in any respect any existing Contracts. (c) Shall not, nor shall it propose to, (i) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any of its capital stock, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) repurchase, redeem or otherwise acquire any of its securities. (d) Shall not authorize for issuance, issue, sell, deliver or agree to commit or issue, sell or deliver (whether through this issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any other securities (including indebtedness having the right to vote) or equity equivalents (including, without limitation, stock appreciation rights), except as required pursuant to the agreements and instruments outstanding on the date hereof and disclosed in Section 4.2, or amend in any material respect any of the terms of any such securities or agreement outstanding on the date hereof. (e) Shall not amend or propose to amend its Articles of Incorporation or bylaws except as provided for in Section 6.9 hereof. (f) Shall not acquire, sell, lease, encumber, transfer or dispose of any assets, except as contemplated by this Agreement. (g) Shall not incur any liabilities other than liabilities incurred in connection with this Agreement and the Transactions. (h) Shall not change any of the accounting principles or practices used by it (except as required by GAAP). (i) Shall not agree to take any of the foregoing actions or knowingly take or agree to take any action that would or is reasonably likely to result in any of its representations and warranties set forth in this Agreement being untrue or in any of the conditions to the Merger set forth in Article VII not being satisfied. (j) Shall give the Company prompt notice of: (i) any notice of, or other communication relating to, a default or event which, with notice or the lapse of time or both, would become a default, if received by such party subsequent to the date of this Agreement and prior to the Effective Time, under this Agreement, any other Transaction Document or any other Contract to which such party is a party or is subject; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, which consent, if required, would breach the representations contained in Articles IV or V; (iii) any notice or other communication received by either Parent or Merger Sub from a Governmental Authority relating to this Agreement, the Transaction Documents, the Transactions or any Litigation related to the Transactions, and (iii) any Parent Material Adverse Change. (k) During the period from the date of this Agreement and continuing until the Effective Time, Parent agrees that it will not, without the prior written consent of the Company, except as contemplated by this Agreement or required by Law, increase in any manner the compensation or fringe benefits of any director, officer or employee or pay any benefit not required by any plan and arrangement as in effect as of the date hereof or enter into any contract, agreement, commitment or arrangement to do any of the foregoing. (l) Each will fully comply with all SEC rules and regulations, including all rules and regulations promulgated under the Securities Act and the Securities Exchange Act and will file in a timely manner all reports, schedules, forms, statements and other documents required to be filed with the SEC.

Covenants of Parent and Merger Sub. Parent During the period from the date of this Agreement and Merger Sub, jointly and severally, each covenant and agree that, prior to continuing until the Effective Time, unless otherwise expressly contemplated by this Agreement or consented to in writing by the Company, itParent and its Subsidiaries shall not: (a) Shall conduct no business other than to comply with all the terms of this Agreement and the Transaction Documents and to take such other actions as are necessary and advisable to allow the parties to consummate the Merger and the Transactions. (b) Shall not enter into any Contracts, or cancel, terminate, modify, assign or amend in any respect any existing Contracts. (c) Shall not, nor shall it propose to, (i) declare, set aside declare or pay any dividend dividends on, or make other distribution (whether in cash, stock or property or any combination thereof) distributions in respect of of, any of its capital stock, ; (iib) (i) split, combine or reclassify any shares of its capital stock stock; or issue or authorize or propose the issuance of any other securities in respect of, in lieu of of, or in substitution for shares of its capital stock except upon the exercise or fulfillment of rights or options issued or existing pursuant to employee benefit plans, programs or arrangements, all to the extent outstanding and in existence on the date of this Agreement, or (iiiii) repurchase, redeem or otherwise acquire acquire, any shares of the capital stock of Parent or its Subsidiaries, or any securities convertible into or exercisable for any shares of the capital stock of Parent or its Subsidiaries, except, in all circumstances, if an appropriate adjustment is made to the Parent Stock Per Share Price to reflect the effect on the Parent Stock Per Share Price of any such event; (c) other than as set forth on Schedule 4.02 hereof, issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, any shares of its capital stock or any securities convertible into or exercisable for, or any rights, warrants or options to acquire, any such shares, or enter into any agreement with respect to any of its securities.the foregoing except as currently permitted pursuant to Parent’s employee benefit plans; (d) Shall not authorize for issuanceamend its Certificate of Incorporation or Bylaws; (e) change its methods of accounting in effect at December 31, issue, sell, deliver or agree to commit or issue, sell or deliver (whether through this issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any other securities (including indebtedness having the right to vote) or equity equivalents (including, without limitation, stock appreciation rights)2003, except as required pursuant by changes in GAAP or regulatory accounting principles as concurred to the agreements by Parent and instruments outstanding on the date hereof and disclosed in Section 4.2, or amend in any material respect any of the terms of any such securities or agreement outstanding on the date hereof. (e) Shall not amend or propose to amend its Articles of Incorporation or bylaws except as provided for in Section 6.9 hereof.Subsidiaries’ independent auditors; (f) Shall not acquireexcept under the Parent’s credit facility or any equipment or capital lease facilities, sellincur any indebtedness for borrowed money, leaseassume, encumberguarantee, transfer endorse or dispose otherwise as an accommodation become responsible for the obligations of any assetsother individual, corporation or other entity except as contemplated by this Agreement.in the ordinary course of business consistent with past practice of Parent and its Subsidiaries and except for indebtedness in an amount less than $100,000; or (g) Shall not incur any liabilities other than liabilities incurred in connection with this Agreement and the Transactions. (h) Shall not change any of the accounting principles or practices used by it (except as required by GAAP). (i) Shall not agree to take any of the foregoing actions or knowingly take or agree to take any action that would or is reasonably likely to result in any of its representations and warranties set forth in this Agreement being untrue or in any of the conditions to the Merger set forth in Article VII not being satisfied. (j) Shall give the Company prompt notice of: (i) any notice of, or other communication relating to, a default or event which, with notice or the lapse of time or both, would become a default, if received by such party subsequent to the date of this Agreement and prior to the Effective Time, under this Agreement, any other Transaction Document or any other Contract to which such party is a party or is subject; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, which consent, if required, would breach the representations contained in Articles IV or V; (iii) any notice or other communication received by either Parent or Merger Sub from a Governmental Authority relating to this Agreement, the Transaction Documents, the Transactions or any Litigation related to the Transactions, and (iii) any Parent Material Adverse Change. (k) During the period from the date of this Agreement and continuing until the Effective Time, Parent agrees that it will not, without the prior written consent of the Company, except as contemplated by this Agreement or required by Law, increase in any manner the compensation or fringe benefits of any director, officer or employee or pay any benefit not required by any plan and arrangement as in effect as of the date hereof or enter into any contract, agreement, commitment or arrangement to do any of the foregoing. (l) Each will fully comply with all SEC rules and regulations, including all rules and regulations promulgated under the Securities Act and the Securities Exchange Act and will file in a timely manner all reports, schedules, forms, statements and other documents required to be filed with the SEC.

Covenants of Parent and Merger Sub. 6.1 Conduct of Business by Parent and Merger Sub. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Closing, jointly Parent shall, and severallyshall cause its Subsidiaries to, each covenant and agree thatcarry on its business in the ordinary course consistent with past practice, prior except to the Effective Time, unless extent that the Seller shall otherwise expressly consent in writing or as contemplated by this Agreement Agreement. Without limiting the generality of the foregoing, except as required or consented to in writing permitted by the Company, it: (a) Shall conduct no business other than to comply with all the terms of this Agreement or as required by Applicable Law, without the prior written consent of the Company, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Transaction Documents Closing, Parent shall not, and to take such other actions as are necessary and advisable to allow shall cause its Subsidiaries not to, do any of the parties to consummate the Merger and the Transactions.following: (b) Shall not enter into any Contracts, or cancel, terminate, modify, assign or amend in any respect any existing Contracts. (c) Shall not, nor shall it propose to, (ia) declare, set aside or pay dividends on or make any dividend or other distribution distributions (whether in cash, stock stock, equity securities or property or any combination thereofproperty) in respect of any of its capital stock, stock (iior warrant) or split, combine or reclassify any of its capital stock (or warrant), effect a recapitalization or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its any capital stock or warrant, or effect any like change in capitalization; (iiib) repurchasepurchase, redeem or otherwise acquire acquire, directly or indirectly, any equity securities of Parent or any of its Subsidiaries; (c) grant, issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities., or subscriptions, rights, warrants or options to acquire any shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, or enter into other agreements or commitments of any character obligating it to issue any such shares of capital stock or equity securities or convertible or exchangeable securities; (d) Shall not authorize for issuanceamend its Charter Documents or form or establish any Subsidiary; (e) (i) merge, issue, sell, deliver consolidate or combine with any Person; or (ii) acquire or agree to commit acquire by merging or issueconsolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, or enter into any joint ventures, strategic partnerships or alliances; (f) incur any Indebtedness or guarantee any such Indebtedness of another Person or Persons, issue or sell any debt securities or deliver (whether through this issuance or granting of options, warrants, commitments, subscriptions, calls or other rights to purchase acquire any debt securities of Parent, as applicable, enter into any “keep well” or otherwise) other agreement to maintain any stock of financial statement condition or enter into any class or any other securities (including indebtedness arrangement having the right to vote) or equity equivalents (including, without limitation, stock appreciation rights), except as required pursuant to the agreements and instruments outstanding on the date hereof and disclosed in Section 4.2, or amend in any material respect economic effect of any of the foregoing, in each case, except for loans, advances or capital contributions pursuant to and in accordance with the terms of agreements or legal obligations existing as of the date of this Agreement; provided, however, that Parent shall be permitted to incur Indebtedness (which shall constitute Parent Transaction Costs) from its Affiliates and stockholders in order to meet its reasonable capital requirements, with any such securities or agreement outstanding loans to be made only as reasonably required by the operation of Parent in due course on the date hereof. (e) Shall not amend or propose a non-interest basis and otherwise on arm’s-length terms and conditions and to amend its Articles of Incorporation or bylaws except as provided for in Section 6.9 hereof. (f) Shall not acquire, sell, lease, encumber, transfer or dispose of any assets, except as contemplated by this Agreement.be repaid at Closing; (g) Shall not incur any liabilities other than liabilities incurred in connection with this Agreement and the Transactions. (h) Shall not change any of the accounting principles or practices used by it (except as required by GAAPGAAP (or any interpretation thereof) or Applicable Law, make any change in accounting methods, principles or practices; (1) make, change or revoke any Tax election, (2) settle or compromise any Tax claim; (3) change (or request to change) any method of accounting for Tax purposes; (4) file any Tax Return other than on a timely basis in the ordinary course, or file any amended Tax Return; (5) waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of Taxes may be issued (other than any extension pursuant to an extension to file any Tax Return).; (6) knowingly surrender any claim for a refund of Taxes; or (7) enter into any “closing agreement” as described in Section 7121 of the Code (or any similar requirement of Law) with any Governmental Entity; (i) Shall not agree to take any of the foregoing actions action or knowingly take or agree fail to take any action that would or is reasonably likely be expected to result in any prevent the Merger from qualifying as a “reorganization” within the meaning of its representations and warranties set forth in this Agreement being untrue or in any Section 368(a) of the conditions to the Merger set forth in Article VII not being satisfied.Code; (j) Shall give the Company prompt notice of: (i) acquire any notice oftangible assets, other than cash, or other communication relating toany material intangible asset provided that, a default for the avoidance of doubt, this Section 6.1(j) shall not restrict the entry into this Agreement or event which, with notice any Transaction Agreements or the lapse consummation of time or both, would become a default, if received by such party subsequent to the date of this Agreement and prior to the Effective Time, under this Agreement, any other Transaction Document or any other Contract to which such party is a party or is subject; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, which consent, if required, would breach the representations contained in Articles IV or V; (iii) any notice or other communication received by either Parent or Merger Sub from a Governmental Authority relating to this Agreement, the Transaction Documents, the Transactions or any Litigation related to the Transactions, and (iii) any Parent Material Adverse Change.; (k) During liquidate, dissolve, reorganize or otherwise wind up the period from the date business or operations of this Agreement and continuing until the Effective Time, Parent agrees that it will not, without the prior written consent of the Company, except as contemplated by this Agreement or required by Law, increase in any manner the compensation or fringe benefits of any director, officer or employee or pay any benefit not required by any plan and arrangement as in effect as of the date hereof or enter into any contract, agreement, commitment or arrangement to do any of the foregoing.Merger Sub; (l) Each will fully comply with all SEC rules and regulations, including all rules and regulations promulgated under the Securities Act and the Securities Exchange Act and will file in a timely manner all reports, schedules, forms, statements and other documents required make or allow to be filed with made any reduction or increase in the SECTrust Account, other than as expressly permitted by Parent’s Charter Documents; (m) amend the Trust Agreement or any other agreement related to the Trust Account; or (n) agree in writing or otherwise agree, commit or resolve to take any of the actions described in Sections 6.1(a) through 6.1(m) above.

Covenants of Parent and Merger Sub. Parent (a) Except as and Merger Subto the extent required by applicable Law (in which case the nature of the announcement shall be described to Company and the Shareholders, jointly and severally, each covenant Company and agree thatthe Shareholders shall be allowed reasonable time to comment prior to dissemination), prior to the Effective TimeClosing, unless otherwise expressly contemplated by this Agreement Parent and Merger Sub shall not make any public comment, statement or consented to in writing by the Company, it: (a) Shall conduct no business other than to comply with all the terms of this Agreement and the Transaction Documents and to take such other actions as are necessary and advisable to allow the parties to consummate the Merger and the Transactions. (b) Shall not enter into any Contracts, or cancel, terminate, modify, assign or amend in any respect any existing Contracts. (c) Shall notcommunication, nor shall it propose to, (i) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any of its capital stock, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) repurchase, redeem or otherwise acquire any of its securities. (d) Shall not authorize for issuance, issue, sell, deliver or agree to commit or issue, sell or deliver (whether through this issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any other securities (including indebtedness having the right to vote) or equity equivalents (including, without limitation, stock appreciation rights), except as required pursuant to the agreements and instruments outstanding on the date hereof and disclosed in Section 4.2, or amend in any material respect any of the terms of any such securities or agreement outstanding on the date hereof. (e) Shall not amend or propose to amend its Articles of Incorporation or bylaws except as provided for in Section 6.9 hereof. (f) Shall not acquire, sell, lease, encumber, transfer or dispose of any assets, except as contemplated by this Agreement. (g) Shall not incur any liabilities other than liabilities incurred in connection with this Agreement and the Transactions. (h) Shall not change any of the accounting principles or practices used by it (except as required by GAAP). (i) Shall not agree to take any of the foregoing actions or knowingly take or agree to take any action that would or is reasonably likely to result in any of its representations and warranties set forth in this Agreement being untrue or in any of the conditions to the Merger set forth in Article VII not being satisfied. (j) Shall give the Company prompt notice of: (i) any notice of, or other communication relating to, a default or event which, with notice or the lapse of time or both, would become a default, if received by such party subsequent to the date of this Agreement and prior to the Effective Time, under this Agreement, any other Transaction Document or any other Contract to which such party is a party or is subject; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, which consent, if required, would breach the representations contained in Articles IV or V; (iii) any notice or other communication received by either Parent or Merger Sub from a Governmental Authority relating make any announcement to this Agreementany of its customers or vendors, with respect to, or otherwise disclose or permit the Transaction Documentsdisclosure of the existence or terms of the discussions regarding, the Transactions or any Litigation related to the Transactions, and (iii) any Parent Material Adverse Change. (k) During the period from the date of this Agreement and continuing until or the Effective Time, Parent agrees that it will not, other Transaction Documents or the transactions contemplated hereby or thereby without the prior written consent of the Company, except as contemplated by this Agreement or required by Law, increase in any manner the compensation or fringe benefits of any director, officer or employee or pay any benefit not required by any plan and arrangement as in effect as of Shareholder Representatives. (b) From the date hereof or enter into any contractto the Effective Date, agreementas promptly as practicable, commitment or arrangement Parent and Merger Sub will use commercially reasonable efforts to (i) take all actions and to do any of all things necessary, proper or advisable to consummate the foregoing. transactions contemplated hereby on or before the Effective Date; (lii) Each will fully comply with file or supply, or cause to be filed or supplied, all SEC rules applications, notifications and regulations, including all rules and regulations promulgated under the Securities Act and the Securities Exchange Act and will file in a timely manner all reports, schedules, forms, statements and other documents information required to be filed or supplied by Parent or Merger Sub pursuant to applicable Law in connection with this Agreement, the Merger and the consummation of the other transactions contemplated hereby; (iii) obtain or cause to be obtained, all consents, approvals and authorizations (including any required under applicable Law or any Commitment) necessary or required to be obtained by Parent or Merger Sub in order to consummate the transactions contemplated pursuant to this Agreement, and (iv) coordinate and cooperate with Company and the Shareholders in exchanging such information and supplying such reasonable assistance as may be reasonably requested by Company and the Shareholders in connection with any filings and other actions contemplated by Section 6.1(e). (c) Following the Closing, Parent shall, and shall cause the Surviving Corporation to, from time to time, execute and deliver such additional instruments, documents, conveyances or assurances and take such other actions as shall be necessary, or otherwise reasonably requested by the Shareholders, to confirm and assure the rights and obligations provided for in this Agreement and in the other Transaction Documents and render effective the consummation of the transactions contemplated hereby. (d) Prior to the Closing, all information received from the Shareholders and Company prior to the Closing shall be deemed received pursuant to the confidentiality provisions of the Letter of Intent and the Confidentiality Agreement, and Parent and Merger Sub shall comply with the SECconfidentiality provisions of the Letter of Intent and the Confidentiality Agreement with respect to such information.