Common use of Conduct of the Business of the Company Clause in Contracts

Conduct of the Business of the Company. During the period from the date of this Agreement until the Effective Time, the Company shall, and shall cause each of its Subsidiaries, except as expressly contemplated by this Agreement, as required by applicable Law, as set forth in Section 5.01 of the Company Disclosure Letter or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), to conduct its business in the ordinary course of business consistent with past practice. To the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to preserve its and its Subsidiaries’ business organization, to keep available the services of its and its Subsidiaries’ current officers and management-level employees, to preserve its and its Subsidiaries’ present relationships with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and business associates, licensors, licensees, and other Persons having material business relationships with it. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly contemplated by this Agreement, as set forth in Section 5.01 of the Company Disclosure Letter, or as required by applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed):

Conduct of the Business of the Company. During the period The Company covenants and agrees as to itself and its Subsidiaries that, from the date of this Agreement and continuing until the Effective Time, the Company shall, and shall cause each of its Subsidiaries, except (i) as expressly contemplated or permitted by this Agreement, (ii) as required by applicable Law, as set forth (iii) to the extent Parent shall otherwise consent in Section 5.01 of the Company Disclosure Letter or with the prior written consent of Parent writing (which consent shall not be unreasonably withheld, delayed or conditioned), or delayed)(iv) as set forth on Section 5.1 of the Company Disclosure Letter, to the Company (A) shall conduct its business in all material respects only in the ordinary course of business business, consistent with past practice. To , and, to the extent consistent therewith, the Company shall, it and shall cause each of its Subsidiaries to, shall use its their respective reasonable best efforts to (i) preserve its their business organization intact, preserve the Company Contracts in force and its Subsidiaries’ business organization, to keep available the services of its maintain existing relations and its Subsidiaries’ current officers and management-level employees, to preserve its and its Subsidiaries’ present relationships goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees officers, employees, business associates and business associatesconsultants, licensors(ii) maintain and keep material properties and assets in good repair and condition, licensees, and other Persons having (iii) maintain in effect all material business relationships with it. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly contemplated by this Agreement, as set forth in Section 5.01 of governmental Permits pursuant to which the Company Disclosure Letter, or as required by applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries currently operates and (iv) maintain and enforce all Company Intellectual Property Rights; provided, however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.1 shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision, and (B) shall not, and shall cause each Subsidiary not to, without the Parent’s prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned, or delayed):

Conduct of the Business of the Company. 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 shall, and shall cause each of its Subsidiaries, except as expressly contemplated by this Agreement, as required by applicable Law, as set forth in Section 5.01 operate the business of the Company Disclosure Letter or with the prior written consent of Parent (which consent shall not be unreasonably withheldand its subsidiaries, conditioned, or delayed), to conduct its business in the ordinary course of business consistent with past practicepractices, except (a) with the prior written consent of Parent (the decision with respect to which will not be unreasonably delayed) or (b) as specifically contemplated by this Agreement. To The Company agrees to pay Indebtedness for borrowed money and Taxes of the Company and its subsidiaries in the ordinary course of business (subject to the right of Parent to review and approve any Tax Returns in accordance with this Agreement), to use commercially reasonable efforts to (A) pay or perform other obligations when due, and, to the extent consistent therewith, to preserve intact the present business organizations of the Company shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to preserve its and its Subsidiaries’ business organizationsubsidiaries, to (B) keep available the services of its the present officers and Employees of the Company and its Subsidiaries’ current officers and management-level employeessubsidiaries, to (C) preserve its the assets of the Company and its Subsidiaries’ present subsidiaries and (D) preserve the beneficial relationships of the Company and its subsidiaries with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and business associates, licensors, licensees, and other Persons others having business dealings with them, all with the goal of preserving unimpaired, in all material business relationships with itrespects, the goodwill and ongoing businesses of the Company and its subsidiaries at the Closing. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except (i) as otherwise expressly contemplated by this Agreement, as set forth in Section 5.01 of the Company Disclosure Letter, or as required by applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to, without (ii) with the prior written consent of Parent (the decision with respect to which consent shall will not be unreasonably withhelddelayed), conditioned(iii) as specifically disclosed in Section 4.1 of the Disclosure Schedule or (iv) as otherwise required by Law, or delayed):the Company shall not from and after the date of this Agreement: