FOR ASSETS DISPOSED OF IN THE ORDINARY COURSE
OF BUSINESS.
PARENT HAS NO MATERIAL DEBT, LIABILITIES, OR OBLIGATIONS OF ANY
NATURE, OTHER THAN PURSUANT TO THIS AGREEMENT AND THE TRANSACTION DOCUMENTS.
SECTION 5.7.
OWNERSHIP OF MERGER SUB.
PARENT
IS THE RECORD OWNER OF ALL OF THE CAPITAL STOCK OF MERGER SUB FREE AND CLEAR OF
ANY LIEN AND FREE AND CLEAR OF ANY OTHER LIMITATION OR
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RESTRICTION (INCLUDING ANY RESTRICTION ON THE RIGHT TO VOTE, SELL OR OTHERWISE
DISPOSE OF SUCH CAPITAL STOCK).
ARTICLE VI.
PRE-CLOSING COVENANTS OF THE COMPANY
SECTION 6.1.
APPROVAL OF COMPANY
STOCKHOLDERS.
IMMEDIATELY FOLLOWING THE EXECUTION OF THIS AGREEMENT, THE
COMPANY SHALL DELIVER TO PARENT THE FOLLOWING MATERIALS (COLLECTIVELY, THE
"CONSENT MATERIALS"):
(I) WITH RESPECT TO EACH OF THE STOCKHOLDERS OF THE
COMPANY IDENTIFIED ON SCHEDULE 6.1 OF THE DISCLOSURE SCHEDULES (THE "CONSENTING
STOCKHOLDERS"), A WRITTEN CONSENT (THE "STOCKHOLDER APPROVAL") SOLELY IN HIS,
HER OR ITS CAPACITY AS THE HOLDER OF ALL OF SUCH CONSENTING STOCKHOLDER'S
OUTSTANDING SHARES OF COMPANY COMMON STOCK, IN FAVOR OF APPROVING THE MERGER
UNDER THE PROVISIONS OF THE DGCL AND THE COMPANY'S CERTIFICATE OF INCORPORATION
AND BYLAWS, AND (II) A CERTIFICATE EXECUTED ON BEHALF OF THE COMPANY BY ITS
SECRETARY AND CERTIFYING THAT THE STOCKHOLDER APPROVAL HAS BEEN OBTAINED IN
ACCORDANCE WITH THE DGCL AND THE COMPANY'S CERTIFICATE OF INCORPORATION AND
BYLAWS.
SECTION 6.2.
CONDUCT OF BUSINESS PRIOR TO THE
EFFECTIVE TIME.
EXCEPT (I) AS EXPRESSLY CONTEMPLATED BY THIS AGREEMENT, (II) AS
DESCRIBED IN SCHEDULE 6.2 OF THE COMPANY DISCLOSURE SCHEDULES, OR (III) TO THE
EXTENT THAT PARENT SHALL OTHERWISE CONSENT IN WRITING (SUCH CONSENT OR
DECLINATION TO CONSENT NOT TO BE UNREASONABLY DELAYED OR WITHHELD), DURING THE
PERIOD FROM THE DATE HEREOF TO THE EARLIER OF THE EFFECTIVE TIME AND THE
TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS, THE COMPANY SHALL
AND SHALL CAUSE EACH OF ITS SUBSIDIARIES TO CONDUCT ITS OPERATIONS IN THE
ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICES AND USE COMMERCIALLY
REASONABLE EFFORTS TO PRESERVE INTACT ITS CURRENT BUSINESS ORGANIZATIONS, KEEP
AVAILABLE THE SERVICE OF ITS CURRENT OFFICERS AND EMPLOYEES AND PRESERVE ITS
RELATIONSHIPS WITH CUSTOMERS, SUPPLIERS, DISTRIBUTORS, LESSORS, CREDITORS,
EMPLOYEES, CONTRACTORS AND OTHERS HAVING BUSINESS DEALINGS WITH IT.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
IN THIS AGREEMENT AND EXCEPT AS DESCRIBED IN SCHEDULE 6.2 OF THE COMPANY
DISCLOSURE SCHEDULES, BETWEEN THE DATE HEREOF AND THE EFFECTIVE TIME, THE
COMPANY SHALL NOT AND SHALL CAUSE ITS SUBSIDIARIES NOT TO, WITHOUT THE PRIOR
WRITTEN CONSENT (SUCH CONSENT OR DECLINATION TO CONSENT NOT TO BE UNREASONABLY
DELAYED OR WITHHELD) OF PARENT:
(a)
authorize or propose any amendments to its
certificate of incorporation or bylaws (or other similar governing instrument);
(b)
declare or pay any dividends on or make any
other distributions (whether in cash, stock or property) in respect of any of
its capital stock (or other ownership interests), or split, combine or
reclassify any of its capital stock (or other ownership interests);
(c)
issue, sell or grant