Common use of Covenants Relating to Conduct of Business Clause in Contracts

Covenants Relating to Conduct of Business. Section 5.1 Conduct of Business by the Company Pending the Merger. Except as expressly permitted by clauses (i) through (xvii) of this Section 5.1, during the period from the date of this Agreement through the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, in all material respects carry on its business in the ordinary course of its business as currently conducted and, to the extent consistent therewith, use reasonable best efforts to preserve intact its current business organizations, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement or as set forth in the Company Letter (with specific reference to the applicable subsection below), the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent:

Covenants Relating to Conduct of Business. Section 5.1 4.1 Conduct of Business by the Company Pending the Merger. Except as expressly permitted contemplated by clauses (i) through (xvii) Section 4.5 or as set forth in Section 4.1 of this Section 5.1the Company Letter, during the period from the date of this Agreement through to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, in all material respects carry on its business in the usual, regular and ordinary course of its business in substantially the same manner as currently heretofore conducted and, to the extent consistent therewith, use all reasonable best efforts to preserve intact its current business organizations, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers suppliers, licensors, lessors and others having business dealings with it to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, and except Except as otherwise expressly contemplated permitted by this Agreement or and as set forth in Section 4.2 of the Company Letter (with specific reference to the applicable subsection below)Letter, the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent:

Covenants Relating to Conduct of Business. Section 5.1 SECTION 6.1 Conduct of Business by the Company Pending the Merger. Except as expressly permitted by clauses (i) through (xvii) of this Section 5.1, during During the period from the date of this Agreement through until such time as Parent's designees shall constitute a majority of the Effective TimeBoard of Directors of the Company, the Company shall, and shall cause each of its Subsidiaries to, in all material respects carry on its business in the ordinary course of its business as currently conducted and, to the extent consistent therewith, use reasonable best efforts to preserve intact its current business organizations, keep available the services of its current officers and key employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be unimpaired at the Effective Timematerially impaired. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement or as set forth in the Company Letter (with specific reference to the applicable subsection below)Agreement, during such period, the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent:Parent (which consent shall not be unreasonably withheld):

Covenants Relating to Conduct of Business. Section 5.1 4.1 Conduct of Business by the Company Pending the Merger. Except as expressly permitted by clauses (i) through (xvii) herein or as set forth in Section 4.1 of this Section 5.1the Company Letter, during the period from the date of this Agreement Execution Date through the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, in all material respects carry on its business the Business in the ordinary course of its business as currently conducted and, to the extent consistent therewith, use reasonable best efforts to preserve intact its current business organizations, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement or as set forth in Section 4.1 of the Company Letter (with specific reference to the applicable subsection below), the Company shall not, and nor shall not it permit any of its Subsidiaries to, without the prior written consent of Parent:

Covenants Relating to Conduct of Business. Section 5.1 Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Except as expressly permitted by clauses (i) through (xvii) of this Section 5.1, during the period from the date of this Agreement through the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, in all material respects carry on its business in the ordinary course of its business as currently conducted and, to the extent consistent therewith, use reasonable best efforts to preserve intact its current business organizations, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall be unimpaired at the Effective Timeit. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement or as set forth in the Company Letter (with specific reference to the applicable subsection below), the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent:Parent (provided that with respect to clauses (v), (vi), (viii), (ix), (xiii), (xiv) and (xv) below, such consent shall not be unreasonably withheld or delayed):

Covenants Relating to Conduct of Business. Section 5.1 6.1. Conduct of Business by the Company Pending the Merger. Except as expressly permitted by clauses (i) through (xvii) of this Section 5.1, during During the period from the date of this Agreement through until the earlier of the Effective TimeTime or such time as Parent's and Sub's designees shall constitute a majority of the Board of Directors of the Company, the Company shall, and shall cause each of its Subsidiaries to, in all material respects respects, except as contemplated by this Agreement, carry on its business in the ordinary course of its business as currently conducted and, to the extent consistent therewith, use reasonable best efforts with no less diligence and effort than would be applied in the absence of this Agreement, seek to preserve intact its their current business organizations, keep available the services of its their current officers and employees and preserve its their relationships with customers, suppliers and others having business dealings with it them to the end that its goodwill and ongoing business businesses shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement or as set forth in the Company Letter (with specific reference to the applicable subsection below)Agreement, during such period, the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent:Parent (which consent shall not be unreasonably withheld or delayed):

Covenants Relating to Conduct of Business. Section 5.1 4.1 Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Except as expressly permitted by clauses (i) through (xviixviii) of this Section 5.14.1, during the period from the date of this Agreement through the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, in all material respects carry on its business in the ordinary course of its business as currently conducted and, to the extent consistent therewith, use reasonable best efforts to preserve intact its current business organizations, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement or as set forth in the Company Letter (with specific reference to the applicable subsection below), the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent:

Covenants Relating to Conduct of Business. Section 5.1 Conduct of Business by the Company Pending the Merger. Except as expressly permitted by clauses (i) through (xvii) of this Section 5.1, during the period from the date of this Agreement through the Effective Timeelection or appointment of Sub's designees pursuant to Section 6.3, the Company shall, and shall cause each of its Subsidiaries to, in all material respects carry on its business in the ordinary course of its business as currently conducted and, to the extent consistent therewith, use reasonable best efforts to preserve intact its current business organizations, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement or as set forth in the Company Letter (with specific reference to the applicable subsection below), the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent:

Covenants Relating to Conduct of Business. Section 5.1 Conduct of Business by the Company Pending the Merger. Except as expressly permitted by clauses (i) through (xvii) herein or as set forth in Section 5.1 of this Section 5.1the Company Disclosure Schedule, during the period from the date of this Agreement Execution Date through the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, in all material respects carry on its business the Business in the ordinary course of its business as currently conducted and, to the extent consistent therewith, use reasonable best efforts to preserve intact its current business organizations, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement or as set forth in Section 5.1 of the Company Letter Disclosure Schedule (with specific reference to the applicable subsection below), the Company shall not, and nor shall not it permit any of its Subsidiaries to, without the prior written consent of Parent:

Covenants Relating to Conduct of Business. Section 5.1 Conduct of Business by the Company Pending the Merger. Except as expressly permitted by clauses (i) through (xvii) of this Section 5.1, during the period from the date of this Agreement through the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, in all material respects carry on its business in the ordinary course of its business as currently conducted and, to the extent consistent therewith, use reasonable best efforts to preserve intact its current business organizations, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement or as set forth in Section 5.1 of the Company Letter (with specific reference to the applicable subsection below), the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent:

Covenants Relating to Conduct of Business. Section 5.1 6.1 Conduct of Business by the Company Pending the Merger. Except as otherwise expressly permitted contemplated by clauses (i) through (xvii) this Agreement or as described in Section 6.1 of this Section 5.1the Company Disclosure Letter, during the period from the date of this Agreement through the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, in all material respects use its commercially reasonable efforts to carry on its their respective businesses in, and not enter into any material transaction other than in accordance with the regular and ordinary course, preserve intact their current business in the ordinary course of its business as currently conducted organizations, and, to the extent consistent therewith, use reasonable best efforts to preserve intact its current business organizations, keep available the services of its their current officers and employees and preserve its their relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall be unimpaired at the Effective Timethem. Without limiting the generality of the foregoing, and and, except as otherwise expressly contemplated by this Agreement or as set forth described in Section 6.1 of the Company Letter (with specific reference to Disclosure Letter, during the applicable subsection below)period from the date of this Agreement through the Effective Time, the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent:

Covenants Relating to Conduct of Business. Section SECTION 5.1 Conduct of Business by the Company Pending the Merger. Except as expressly permitted by clauses (i) through (xvii) of this Section 5.1, during During the period from the date of this Agreement through until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, in all material respects except as contemplated by this Agreement, carry on its business in the ordinary course of its business as currently conducted conducted, maintain all assets other than those disposed of in the ordinary course of business in good repair and condition, confer on a regular basis with Parent to report material operational matters and any proposals to engage in material transactions and, to the extent consistent therewith, use reasonable best efforts to preserve intact its current business organizations, keep available the services of its current officers and employees and preserve its present relationships with customers, suppliers and others having significant business dealings with it to the end that its goodwill and ongoing business shall be unimpaired at the Effective Timeit. Without limiting the generality of the foregoing, and during such period, except as otherwise expressly contemplated by this Agreement or as set forth in the Company Letter (with specific reference to the applicable subsection below)Agreement, the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent:Parent (which consent shall not be unreasonably withheld or delayed):

Covenants Relating to Conduct of Business. Section 5.1 4.1 Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Except as expressly permitted by clauses (i) through (xviixvi) of this Section 5.14.1, during the period from the date of this Agreement through the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, in all material respects carry on its business in the ordinary course of its business as currently conducted and, to the extent consistent therewith, use reasonable best efforts to preserve intact its current business organizations, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement or as set forth in the Company Letter (with specific reference to the applicable subsection below), the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent:

Covenants Relating to Conduct of Business. Section 5.1 4.1 Conduct of Business by the Company Pending the Merger. Except as expressly permitted by clauses (i) through (xviixviii) of this Section 5.14.1, during the period from the date of this Agreement through the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, in all material respects carry on its business in the ordinary course of its business as currently conducted and, to the extent consistent therewith, use reasonable best efforts to preserve intact its current business organizations, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement or as set forth in the Company Letter (with specific reference to the applicable subsection below), the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent:

Covenants Relating to Conduct of Business. Section 5.1 Conduct of Business by the Company Pending the Merger. Except as expressly permitted by clauses (i) through (xvii) of this Section 5.1, during the period from the date of this Agreement through the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, in all material respects carry on its business in the ordinary course of its business as currently conducted and, to the extent consistent therewith, use reasonable best efforts to preserve intact its current business organizations, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall be unimpaired at the Effective Timeit. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement or as set forth in the Company Letter (with specific reference to the applicable subsection below), the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent:Parent (provided that with respect to clauses (v), (vi), (viii), (ix), (xiii), (xiv) and (xv) below, such consent shall not be unreasonably withheld or delayed):

Covenants Relating to Conduct of Business. Section 5.1 4.1 Conduct of Business by the Company Pending the Merger. Except as expressly permitted by clauses (i) through (xvii) of this Section 5.14.1, during the period from the date of this Agreement through the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, in all material respects carry on its business in the ordinary course of its business as currently conducted and, to the extent consistent therewith, use reasonable best efforts to preserve intact its current business organizations, keep available the services of its current officers and key employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall be unimpaired at the Effective Timeit. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement or as set forth in the Company Letter (with specific reference to the applicable subsection below), the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent:

Covenants Relating to Conduct of Business. Section 5.1 4.1 Conduct of Business by the Company Pending the Merger. Except as expressly permitted by clauses (ia) through (xviin) of this Section 5.14.1 and except as contemplated by the Company Letter, during the period from the date of this Agreement through the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, in all material respects carry on its business in the ordinary course of its business as currently conducted and, to the extent consistent therewith, use reasonable best efforts to preserve intact its current business organizations, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement and subject to Section 4.5 or as set forth in the Company Letter (with specific reference to the applicable subsection below), the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent:

Covenants Relating to Conduct of Business. Section 5.1 4.1 Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Except as expressly permitted by clauses (i) through (xvii) of this Section 5.14.1, during the period from the date of this Agreement through the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, in all material respects carry on its business in the ordinary course of its business as currently conducted and, to the extent consistent therewith, use reasonable best efforts to preserve intact its current business organizations, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement or as set forth in the Company Letter (with specific reference to the applicable subsection below), the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent: