Common use of CONDUCT OF BUSINESSES PENDING THE MERGER Clause in Contracts

CONDUCT OF BUSINESSES PENDING THE MERGER. SECTION 5.01 Conduct of Business by the Company and the Subsidiaries Pending the Merger. Except as set forth in Section 5.01 of the Company Disclosure Schedule, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees, and shall cause each Subsidiary (except to the extent that Parent shall otherwise consent in writing, which consent shall not be unreasonably withheld), to carry on its business, pay its debts and Taxes, pay or perform its other obligations, all in its usual, regular and ordinary course and substantially the same manner as previously conducted (subject to good faith disputes over such debts or Taxes), 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 to 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 at the Effective Time. The Company shall promptly notify Parent of any event or occurrence not in the ordinary course of business of the Company or any Subsidiary. By way of amplification and not limitation, except as specifically contemplated by this Agreement or as specifically set forth in Section 5.01 of the Company Disclosure Schedule, neither the Company nor any Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do, or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld (it is hereby agreed by Parent that following an email request for consent by the Company, consent via email from Parent by Xxx Xxxxx, Xxxxxxx Xxxxxxxxx (xxxxxxx.xxxxxxxxx@xxxxxxxxxxx.xxx) or Xxx Xxxxx (xxxxxx.xxxxx@xxxxxxxxxxx.xxx) to the Company or Parent’s failure to respond within five (5) business days shall be deemed written consent for purposes of this Section 5.01, provided that a response within such time period indicating a need for more time or requesting additional information shall not be deemed a “failure to respond” where a similarly situated reasonable acquirer acting in good faith would require such additional time or additional information before consenting):

CONDUCT OF BUSINESSES PENDING THE MERGER. SECTION 5.01 Conduct of Business by the Company and the Subsidiaries ------------------------------------------------------- Pending the Merger. Except as set forth in Section 5.01 of the Company Disclosure Schedule, during During the period from the date of this Agreement and ------------------ continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees, and shall cause each Subsidiary Subsidiary, (except to the extent that Parent shall otherwise consent in writing, which consent shall not be unreasonably withheld), to carry on its business, pay its debts and Taxes, pay or perform its other obligations, all business in its the usual, regular and ordinary course and in substantially the same manner as previously conducted conducted, to pay its debts and taxes when due (subject to good faith disputes over such debts or Taxestaxes), to pay or perform other obligations when due, and to the extent consistent with such business, use all reasonable efforts consistent with past practices and policies to preserve intact its present business organization, to keep available the services of its present officers and key employees and consultants and to 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 at the Effective Time. The Company shall promptly notify Parent of any event or occurrence not in the ordinary course of business of the Company or any SubsidiaryCompany. By way of amplification and not limitation, except as specifically contemplated by this Agreement or as specifically set forth in Section 5.01 of the Company Disclosure Schedule, neither the Company nor any Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do, do or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld (it is hereby agreed by Parent that following an email request for consent by the Company, consent via email from Parent by Xxx Xxxxx, Xxxxxxx Xxxxxxxxx (xxxxxxx.xxxxxxxxx@xxxxxxxxxxx.xxx) or Xxx Xxxxx (xxxxxx.xxxxx@xxxxxxxxxxx.xxx) to the Company or Parent’s failure to respond within five (5) business days shall be deemed written consent for purposes of this Section 5.01, provided that a response within such time period indicating a need for more time or requesting additional information shall not be deemed a “failure to respond” where a similarly situated reasonable acquirer acting in good faith would require such additional time or additional information before consenting):withheld:

CONDUCT OF BUSINESSES PENDING THE MERGER. SECTION 5.01 Conduct of Business by the Company and the Subsidiaries Pending the Merger. Except as set forth in Section 5.01 of the Company Disclosure Schedule, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees, and shall cause each Subsidiary (except to the extent that Parent shall otherwise consent in writing, writing (which consent shall not be unreasonably withheld), to conditioned or delayed) or as otherwise expressly permitted or authorized by this Agreement, the Company shall, and shall cause each Subsidiary to, carry on its business, pay its debts and Taxes, pay or perform its other obligations, all business in its the usual, regular and ordinary course and in compliance with all applicable Laws and in substantially the same manner as previously conducted conducted, to pay its debts and Taxes when due (subject to good faith disputes over such debts or Taxes), to pay or perform other obligations when due and, to the extent consistent with such business, to use all commercially 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 to 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 at the Effective Time. The Company shall use commercially reasonable efforts to promptly notify Parent of any material event or occurrence not in the ordinary course of business of the Company or any SubsidiarySubsidiary of which it becomes aware. The parties hereto understand and acknowledge that it is their intent to work closely together during the time period from the date hereof until the Effective Time. If Company becomes aware of a material deterioration in the relationship with any significant customer, key advertiser, key supplier or key employee or significant number of other employees of Company, it will promptly bring such information to the attention of Parent in writing. By way of amplification and not limitation, except as specifically contemplated by this Agreement or as specifically set forth in Section 5.01 of the Company Disclosure Schedule, neither the Company nor shall not, and shall not permit any Subsidiary shallto, between the date of this Agreement and the Effective Time, directly or indirectly, authorize, do, or propose to do, any of the following without the prior written consent of Parent, Parent (which consent shall not be unreasonably withheld (it is hereby agreed by Parent that following an email request for consent by the Companywithheld, consent via email from Parent by Xxx Xxxxx, Xxxxxxx Xxxxxxxxx (xxxxxxx.xxxxxxxxx@xxxxxxxxxxx.xxx) conditioned or Xxx Xxxxx (xxxxxx.xxxxx@xxxxxxxxxxx.xxx) to the Company or Parent’s failure to respond within five (5) business days shall be deemed written consent for purposes of this Section 5.01, provided that a response within such time period indicating a need for more time or requesting additional information shall not be deemed a “failure to respond” where a similarly situated reasonable acquirer acting in good faith would require such additional time or additional information before consentingdelayed):

CONDUCT OF BUSINESSES PENDING THE MERGER. SECTION 5.01 5.01. Conduct of Business Respective Businesses by the Company Blockbuster and the Subsidiaries Viacom Pending the Merger. Except as set forth in Section 5.01 Each of the Company Disclosure ScheduleBlockbuster and Viacom covenants and agrees that, during the period from between the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, unless the Company agrees, and other party shall cause each Subsidiary have consented in writing (except such consent not to the extent that Parent shall otherwise consent in writing, which consent shall not be unreasonably withheld), to carry on its the businesses of each of Blockbuster and Viacom and their respective subsidiaries shall, in all material respects, be conducted in, and each of Blockbuster and Viacom and their respective subsidiaries shall not take any material action except in, the ordinary course of business, pay its debts and Taxes, pay or perform its other obligations, all in its usual, regular and ordinary course and substantially the same manner as previously conducted (subject to good faith disputes over such debts or Taxes), to use all reasonable efforts consistent with past practices practice; and policies each of Blockbuster and Viacom shall use its reasonable best efforts to preserve substantially intact its present business organization, to keep available the services of its present officers and key its subsidiaries' current officers, employees and consultants and to preserve its and its subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, suppliers and others having business dealings other persons with it, to the end that its goodwill and ongoing businesses would be unimpaired at the Effective Time. The Company shall promptly notify Parent of any event or occurrence not in the ordinary course of business of the Company which it or any Subsidiaryof its subsidiaries has significant business relations. By way of amplification and not limitation, except (i) as specifically contemplated by this Agreement Agreement, (ii) for any actions taken by Viacom relating to the proposed acquisition by Viacom of Paramount Communications Inc., a Delaware corporation ("Paramount"), (iii) for any actions taken by Blockbuster in its capacity as the controlling stockholder of Spelling that are necessary due to the applicable fiduciary duties to Spelling and the other stockholders of Spelling, as determined by Blockbuster in good faith after consultation with and based upon the advice of independent legal counsel (who may be Blockbuster's regularly engaged independent legal counsel) or (iv) as specifically set forth in on Section 5.01 of the Company Blockbuster Disclosure Schedule or Section 5.01 of the Viacom Disclosure Schedule, neither the Company Viacom nor Blockbuster nor any Subsidiary of their respective subsidiaries shall, between the date of this Agreement and the Effective Time, directly or indirectly, indirectly do, or propose or agree to do, any of the following without the prior written consent of Parent, which consent the other (provided that the following restrictions shall not be unreasonably withheld (it is hereby agreed by Parent that following an email request for consent by apply to any subsidiaries which Blockbuster or Viacom, as the Companycase may be, consent via email from Parent by Xxx Xxxxx, Xxxxxxx Xxxxxxxxx (xxxxxxx.xxxxxxxxx@xxxxxxxxxxx.xxx) or Xxx Xxxxx (xxxxxx.xxxxx@xxxxxxxxxxx.xxx) to the Company or Parent’s failure to respond within five (5) business days shall be deemed written consent for purposes of this Section 5.01, provided that a response within such time period indicating a need for more time or requesting additional information shall do not be deemed a “failure to respond” where a similarly situated reasonable acquirer acting in good faith would require such additional time or additional information before consentingcontrol):