Common use of Interim Operations of the Company Clause in Contracts

Interim Operations of the Company. Except (i) as required by Law, (ii) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) contemplated by this Agreement or (iv) as set forth in Section 6.1 of the Company Disclosure Schedule, from the date of this Agreement to the Effective Time the Company shall, and shall cause each of its Subsidiaries to, conduct its business only in the usual, regular and ordinary course consistent with past practice and use all reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and employees and preserve its present relationships with customers, suppliers, licensors, licensees, distributors, Governmental Entities and others having business dealings with them to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. In addition, and without limiting the generality of the foregoing, except (w) as required by Law, (x) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (y) expressly permitted pursuant to this Agreement or (z) as set forth in Section 6.1 of the Company Disclosure Schedule, from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any of its Subsidiaries to, do any of the following:

Interim Operations of the Company. Except as (ix) as required by Lawset forth on Section 6.1 of the Company Disclosure Letter, (iiy) as expressly provided herein or (z) consented to in writing by Parent (which such consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed), (iii) contemplated by this Agreement or (iv) as set forth in Section 6.1 of the Company Disclosure Schedule, from and after the date of this Agreement to until the earlier of the termination of this Agreement in accordance with its terms or the Effective Time Time, the Company shall, and shall cause each of its Subsidiaries to, conduct act and carry on its business only in the usual, regular and ordinary course of business consistent with past practice and use all commercially reasonable efforts to preserve intact its current and its Subsidiaries’ business organization, keep available the services of its current officers and employees organization and preserve its present relationships with material customers, suppliersclients, licensors, licensees, distributors, Governmental Entities suppliers and others having material business dealings with them to the end that its goodwill and ongoing business shall be unimpaired at the Effective Timeit. In addition, and without Without limiting the generality of the foregoing, except (w) as required by Law, (x) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (y) expressly permitted pursuant to this Agreement or (z) as set forth in Section 6.1 of the Company Disclosure Schedule, from and after the date of this Agreement to until the earlier of the termination of this Agreement in accordance with its terms or the Effective Time, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, do any of the followingfollowing without the prior written consent of Parent (such consent, except with respect to clauses (a), (b), (c), (e), (f), (g), (h), (i), (j), (k), (o), (p) or, solely to the extent relating to the foregoing, (r) below, not to be unreasonably withheld, conditioned or delayed) except as otherwise expressly provided in Section 6.1 of the Company Disclosure Letter or in this Agreement:

Interim Operations of the Company. Except (i) as required by Law, (ii) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) contemplated by this Agreement or (iv) as set forth in Section 6.1 of During the Company Disclosure Schedule, period from the date of this Agreement through the Closing or the date, if any, on which this Agreement is earlier validly terminated pursuant to Section 8.1 (the Effective Time the Company shall, and shall cause each of its Subsidiaries to, conduct its business only in the usual, regular and ordinary course consistent with past practice and use all reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and employees and preserve its present relationships with customers, suppliers, licensors, licensees, distributors, Governmental Entities and others having business dealings with them to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. In addition, and without limiting the generality of the foregoing“Pre-Closing Period”), except (w) as may be required by Law, applicable Law (x) as consented to in writing by with the prior written consent of Parent (which such consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed), (y) expressly permitted pursuant to as required or specifically contemplated by this Agreement Agreement, or (z) as set forth in Section 6.1 of the Company Disclosure Schedule, from the date of this Agreement to the Effective TimeLetter, the Company shall notuse reasonable best efforts to (i) ensure that the business and operations of the Acquired Companies (including the clinical and regulatory work) shall be conducted in the ordinary course of business consistent with past practices and (ii) preserve each Acquired Company’s business organizations, assets and properties, and shall not permit any of its Subsidiaries torelationships with their respective suppliers, do any licensors, employees and other business relationships. Without limiting the generality of the followingforegoing, except (w) as may be required by applicable Law, (x) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (y) as required or specifically contemplated by this Agreement, or (z) as set forth in Section 6.1 of the Company Disclosure Letter, during the Pre-Closing Period, none of the Acquired Companies will:

Interim Operations of the Company. Except During the period from the date of this Agreement to the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1, except (iw) as may be required by Law, (iix) as consented to in writing by Parent (with the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned), (iii) contemplated by this Agreement or (iv) as set forth in Section 6.1 of the Company Disclosure Schedule, from the date of this Agreement to the Effective Time the Company shall, and shall cause each of its Subsidiaries to, conduct its business only in the usual, regular and ordinary course consistent with past practice and use all reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and employees and preserve its present relationships with customers, suppliers, licensors, licensees, distributors, Governmental Entities and others having business dealings with them to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. In addition, and without limiting the generality of the foregoing, except (w) as required by Law, (x) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (y) as expressly contemplated or permitted pursuant to by this Agreement or (z) as set forth in Section 6.1 of the Company Disclosure Schedule, from the date business of the Company and its Subsidiaries shall be conducted only in the ordinary and usual course of business in all material respects consistent with past practice, and, to the extent consistent therewith, the Company and its Subsidiaries shall use commercially reasonable efforts to (i) preserve intact their current business organization and (ii) preserve their relationships with customers, suppliers and others having business dealings with them. Without limiting the generality of the foregoing, except (w) as may be required by Law, (x) with the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned, (y) as expressly contemplated or permitted by this Agreement or (z) as set forth in Section 6.1 of the Company Disclosure Schedule, prior to the Effective Time, the Company shall not, and shall not permit any of cause its Subsidiaries not to, do any of the following:

Interim Operations of the Company. Except (i) as required by LawThe Company shall, (ii) as consented to in writing by Parent (which consent and shall not be unreasonably withheldcause each of its Subsidiaries to, delayed or conditioned), (iii) contemplated by this Agreement or (iv) as set forth in Section 6.1 of during the Company Disclosure Schedule, period from the date of this Agreement until the Effective Time, except as expressly provided by this Agreement, as required by applicable Law, or with the prior written consent of Parent, conduct its business in the ordinary course of business consistent with past practice, and, to the Effective Time extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, conduct its business only in the usual, regular and ordinary course consistent with past practice and use all commercially reasonable efforts to preserve intact its current and its Subsidiaries’ business organization, to keep available the services of its and its Subsidiaries’ current officers and employees employees, to maintain the Governmental Permits in full force and effect and timely comply with all applicable Laws with respect thereto, and to preserve its and its Subsidiaries’ present relationships with customers, suppliers, distributors, licensors, licensees, distributorscreditors, Governmental Entities business partners and others other Persons having business dealings relationships with them to the end that its goodwill and ongoing business shall be unimpaired at the Effective Timeit. In addition, and without Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except (w) as required otherwise expressly contemplated by Law, (x) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (y) expressly permitted pursuant to this Agreement or (z) as set forth in Section 6.1 5.1 of the Company Disclosure Schedule, from the date of this Agreement to the Effective TimeLetter or as required by applicable Law, the Company shall not, and nor shall not it permit any of its Subsidiaries to, do any without the prior written consent of the followingParent:

Interim Operations of the Company. Except as (i) as required by Lawset forth on Section 6.1 of the Company Disclosure Letter, (ii) as expressly provided herein or (iii) consented to in writing by Parent (which such consent shall not to be unreasonably withheld, delayed or conditioned), (iii) contemplated by this Agreement or (iv) as set forth in Section 6.1 of the Company Disclosure Schedule, from and after the date of this Agreement to until the earlier of the termination of this Agreement in accordance with its terms or the Effective Time Time, the Company shall, and shall cause each of its Subsidiaries to, conduct act and carry on its business only in the usual, regular and ordinary course of business consistent with past practice and use all reasonable best efforts to maintain and preserve intact its current and its Subsidiaries’ business organization, assets and properties, keep available the services of its current officers and key employees and maintain and preserve its present advantageous business relationships with customers, suppliersclients, licensors, licensees, distributors, Governmental Entities suppliers and others having material business dealings with them to the end that its goodwill and ongoing business shall be unimpaired at the Effective Timeit. In addition, and without Without limiting the generality of the foregoing, except (w) as required by Law, (x) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (y) expressly permitted pursuant to this Agreement or (z) as set forth in Section 6.1 of the Company Disclosure Schedule, from and after the date of this Agreement to until the earlier of the termination of this Agreement in accordance with its terms or the Effective Time, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, do any of the followingfollowing without the prior written consent of Parent (such consent not to be unreasonably withheld or delayed) except as otherwise contemplated by Section 6.1 of the Company Disclosure Letter or by this Agreement:

Interim Operations of the Company. Except (i) as set forth in Section 5.1 of the Company Disclosure Schedule, as required by Law, (ii) pursuant to this Agreement or as consented to agreed in writing by Parent (which consent agreement shall not be unreasonably withheld, delayed withheld or conditioneddelayed), (iii) contemplated by this Agreement or (iv) as set forth in Section 6.1 of the Company Disclosure Schedule, from the date hereof until the earlier of (A) the valid termination of this Agreement to in accordance with Article VIII hereto and (B) the Effective Time time the Company shalldesignees of Parent have been elected to, and shall cause each constitute a majority of, the Company Board of its Subsidiaries toDirectors pursuant to Section 1.3 (the “Appointment Date”), the Company shall (i) conduct its business only businesses in all material respects in the usual, regular and ordinary course consistent with past practice and practice, (ii) use all commercially reasonable efforts to preserve intact its current present business organizationorganizations, (iii) use commercially reasonable efforts to maintain satisfactory relations with and keep available the services of its their current officers and employees other key employees, (iv) maintain in effect all material foreign, federal, state and local licenses, approvals and authorizations, including all material licenses and permits that are required for the Company to carry on its business and (v) use commercially reasonable efforts to preserve its present existing relationships with material customers, lenders, suppliers, licensors, licensees, distributors, Governmental Entities distributors and others having material business dealings relationships with them to the end that its goodwill and ongoing business shall be unimpaired at the Effective TimeCompany. In addition, and without Without limiting the generality of the foregoing, except (w) as set forth in Section 5.1 of the Company Disclosure Schedule, as required by Law, (x) pursuant to this Agreement or as consented to agreed in writing by Parent (which consent agreement shall not be unreasonably withheld, delayed withheld or conditioneddelayed), (y) expressly permitted pursuant to this Agreement or (z) as set forth in Section 6.1 of the Company Disclosure Schedule, from the date hereof until the earlier of (x) the valid termination of this Agreement to in accordance with Article VIII hereto and (y) the Effective TimeAppointment Date, the Company shall not, and shall not permit any of its Subsidiaries to, do any of the following:

Interim Operations of the Company. Except (i) as required contemplated or expressly permitted by Lawthis Agreement, (ii) as consented to required by Legal Requirements, or (iii) as contemplated by Section 5.1 of the Company Disclosure Schedule, during the period from the date of this Agreement until the Effective Time, unless Parent otherwise consents in writing by Parent (writing, which consent shall not be unreasonably withheld, delayed or conditioned), (iii) contemplated by this Agreement or (iv) as set forth in Section 6.1 of the Company Disclosure Schedule, from the date of this Agreement to the Effective Time the Company shall, and shall cause each of its Subsidiaries to, conduct its their business only in the usual, regular and ordinary course of business consistent with past practice and to comply with all Legal Requirements in all material respects and use all commercially reasonable efforts to preserve intact its current their present business organizationorganizations, keep available the services of its current their present executive officers and employees key employees, and to preserve its present the goodwill of those having material business relationships with customers, suppliers, licensors, licensees, distributors, Governmental Entities and others having business dealings with them to the end that its goodwill and ongoing business shall be unimpaired at the Effective Timeit. In addition, and without Without limiting the generality of the foregoing, except (w1) as contemplated or permitted by this Agreement, (2) as required by LawLegal Requirements or existing Employee Benefit Plans, or (x3) as consented to contemplated by Section 5.1 of the Company Disclosure Schedule, during the period from the date of this Agreement until the Effective Time, unless Parent otherwise consents in writing by Parent (writing, which consent shall not be unreasonably withheld, delayed or conditioned), (y) expressly permitted pursuant to this Agreement or (z) as set forth in Section 6.1 of neither the Company Disclosure Schedule, from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any of nor its Subsidiaries to, do any of the followingshall:

Interim Operations of the Company. Except (i) as required by Law, (ii) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) contemplated by this Agreement or (iv) as set forth in Section 6.1 of During the Company Disclosure Schedule, period from the date of this Agreement to the Effective Time Time, except as consented to in writing in advance by Parent or as otherwise expressly permitted by this Agreement, the Company shall, and shall cause each of its Subsidiaries to, conduct (x) in all material respects carry on its business only in the usual, regular and ordinary course consistent with past practice and (y) use all commercially reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and employees and preserve its present relationships with customers, suppliers, licensorslandlords and other persons with which it has business relations, licenseesand to keep available the services of its current officers, distributors, Governmental Entities and others having business dealings with them in each case set forth in this clause (y) where the failure to do so would be materially adverse to the end that Company and its goodwill and ongoing business shall be unimpaired at the Effective TimeSubsidiaries taken as a whole. In addition, addition to and without limiting the generality of the foregoing, the Company agrees that, prior to the Effective Time, except (wi) as required by Law, (x) as consented to the extent Parent or Merger Sub shall otherwise consent in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed or conditionedwith respect to clauses (h), (yk), (m), (n), (o), (p), (q), (r) expressly permitted pursuant and, to this Agreement or the extent applicable to the foregoing clauses, (zs) below), (ii) as set forth in Section 6.1 4.1 of the Company Disclosure Schedule, from the date of or (iii) as expressly contemplated or expressly permitted by this Agreement to the Effective TimeAgreement, the Company shall not, and shall not permit any of its Subsidiaries to, do any ensure that each of the followingother Acquired Entities does not:

Interim Operations of the Company. Except (a) The Company agrees that, during the period from the date of this Agreement, through the earlier of the Acceptance Time or the date of termination of this Agreement pursuant to Section 7, except (i) as required by Law, (ii) as consented to the extent Parent shall otherwise consent in writing by Parent (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), (iii) contemplated by this Agreement or (ivii) as set forth in Section 6.1 Part 5.1 of the Company Disclosure Schedule, from (iii) as expressly contemplated or permitted by this Agreement, or (iv) as may be required to comply with any Legal Requirement applicable to the Company and its Subsidiaries or any Contract existing as of the date of this Agreement which has been disclosed to the Effective Time Parent or entered into not in violation of this Agreement, each of the Company shall, and shall cause each of its Subsidiaries to, conduct shall (i) carry on its business only in the usual, regular and ordinary course consistent with past practice and in compliance in all material respects with all applicable Legal Requirements, including by paying its debts and Taxes in the ordinary course of business, in each case subject to good faith disputes over such debts or Taxes, and (ii) use all commercially reasonable efforts efforts, consistent with past practices and policies, to (A) preserve intact its current present business organization, (B) keep available the services of its current present officers and employees and employees, (C) preserve its present assets and technology and (D) preserve its relationships with customers, suppliers, distributors, licensors, licensees, distributors, Governmental Entities licensees and others having with which it has significant business dealings with them to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. In addition, and without limiting the generality of the foregoing, except (w) as required by Law, (x) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (y) expressly permitted pursuant to this Agreement or (z) as set forth in Section 6.1 of neither the Company Disclosure Schedule, from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit nor any of its Subsidiaries to, do any of the followingshall:

Interim Operations of the Company. Except (i) as required by Law, (ii) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) contemplated by this Agreement or (iv) as set forth in Section 6.1 of During the Company Disclosure Schedule, period from the date of this Agreement to the earlier of the Effective Time or the Company shall, and shall cause each termination of its Subsidiaries to, conduct its business only this Agreement in the usual, regular and ordinary course consistent accordance with past practice and use all reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and employees and preserve its present relationships with customers, suppliers, licensors, licensees, distributors, Governmental Entities and others having business dealings with them to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. In addition, and without limiting the generality of the foregoingArticle 8, except as (wi) as set forth in Exhibit 5.1; (ii) specifically required by Law, this Agreement; (xiii) as required by applicable Laws or regulations or proper orders of Governmental Entities; or (iv) otherwise consented to in writing by Parent Buyer (which such consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed), the Company shall conduct the Business only in the ordinary course in substantially the same manner as heretofore conducted and use commercially reasonable efforts to (ya) expressly permitted pursuant preserve and protect the Business and its rights, properties, and assets; (b) keep available to this Agreement or the Company and the Company Subsidiaries the present officer and senior management employees of the Company and the Company Subsidiaries; (zc) prevent any material degradation in, the Company’s and the Company Subsidiaries’ relationship with its suppliers, customers and others having material business relations with the Company and the Company Subsidiaries; and (d) comply with the Economic Incentive Agreements and otherwise preserve and protect the Economic Incentives. Without limiting the foregoing, except as set forth in Section 6.1 of the Company Disclosure ScheduleExhibit 5.1, from the date of this Agreement to hereof until the Effective Time, the Company shall not, and shall without the prior written consent of Buyer (such consent not permit any of its Subsidiaries toto be withheld, do any of the following:conditioned or delayed):

Interim Operations of the Company. Except as set forth in Section 5.1 of the Company Disclosure Schedule, as required pursuant to this Agreement, from the date hereof until the earlier of (A) the valid termination of this Agreement in accordance with Article VIII hereof, and (B) the Effective Time, the Company shall, and shall cause the Company Subsidiaries to, (i) as required by Lawconduct their businesses in all material respects in the ordinary course consistent with past practice, (ii) use their reasonable best efforts to preserve intact their present business organizations, (iii) use their reasonable best efforts to maintain satisfactory relations with and keep available the services of their current officers and other key employees, and (iv) use their reasonable best efforts to preserve existing relationships with material customers, lenders, suppliers, distributors and others having material business relationships with the Company and the Company Subsidiaries. Without limiting the generality of the foregoing, except as set forth in Section 5.1 of the Company Disclosure Schedule, as expressly required pursuant to this Agreement or as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) contemplated by this Agreement or (iv) as set forth in Section 6.1 of the Company Disclosure Schedule, from the date hereof until the earlier of (x) the valid termination of this Agreement to the Effective Time the Company shallin accordance with Article VIII hereto, and shall cause each of its Subsidiaries to, conduct its business only in the usual, regular and ordinary course consistent with past practice and use all reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and employees and preserve its present relationships with customers, suppliers, licensors, licensees, distributors, Governmental Entities and others having business dealings with them to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. In addition, and without limiting the generality of the foregoing, except (w) as required by Law, (x) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (y) expressly permitted pursuant to this Agreement or (z) as set forth in Section 6.1 of the Company Disclosure Schedule, from the date of this Agreement to the Effective Time, the Company shall not, and nor shall not it permit any of its Subsidiaries Company Subsidiary to, do any of the following:

Interim Operations of the Company. Except The Company covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 7.1, the business of the Company and its Subsidiaries shall be conducted only in the ordinary course of business consistent in all material respects with past practices, and the Company shall use its reasonable best efforts to preserve intact its business organization and goodwill and the business organization and goodwill of its Subsidiaries, and keep available the services of their current officers and employees and preserve and maintain existing relations with customers, suppliers, officers, employees and creditors; and, except (i1) as expressly contemplated by this Agreement, (2) for transactions between or among the Company and its wholly owned Subsidiaries, (3) as required by applicable Law, (ii4) as consented to in writing by with the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), and (iii) contemplated by this Agreement or (iv5) as set forth in Section 6.1 5.1 of the Company Disclosure ScheduleLetter, from after the date of this Agreement to until the earlier of the Effective Time or the Company shalldate, and shall cause each of its Subsidiaries toif any, conduct its business only in the usual, regular and ordinary course consistent with past practice and use all reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and employees and preserve its present relationships with customers, suppliers, licensors, licensees, distributors, Governmental Entities and others having business dealings with them to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. In addition, and without limiting the generality of the foregoing, except (w) as required by Law, (x) as consented to in writing by Parent (on which consent shall not be unreasonably withheld, delayed or conditioned), (y) expressly permitted this Agreement is terminated pursuant to this Agreement or (z) as set forth in Section 6.1 of the Company Disclosure Schedule, from the date of this Agreement to the Effective Time7.1, the Company shall not, and nor shall not it permit any of its Subsidiaries to, do any of the following:

Interim Operations of the Company. Except (i) as required by Law, (ii) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) expressly contemplated by this Agreement or (iv) as set forth in Section 6.1 5.1 of the Company Disclosure ScheduleLetter, from the date hereof until the time the directors of this Agreement Purchaser have been elected to, and shall constitute a majority of, the Board of Directors of the Company pursuant to Section 1.3 hereof (the Effective Time "INTERIM PERIOD"), the Company shall, and shall cause each of its Subsidiaries to, conduct its business only carry on their respective businesses in the usual, regular and ordinary course consistent with past practice and the manner as heretofore conducted and, to the extent consistent therewith, use all commercially reasonable efforts to (x) preserve intact its their current business organization, (y) keep available the services of its their current officers and employees and (z) preserve its present their relationships with customers, suppliers, licensors, licensees, distributors, Governmental Entities distributors and others having business dealings with them to the end that its goodwill and ongoing business shall be unimpaired at the Effective Timethem. In addition, and without Without limiting the generality of the foregoing, except (w) as required by Lawduring the Interim Period, (x) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (y) expressly permitted pursuant to this Agreement or (z) other than as set forth in Section 6.1 5.1 of the Company Disclosure Schedule, from the date of Letter or as otherwise contemplated by this Agreement to the Effective TimeAgreement, the Company shall not, and shall not permit any of its Subsidiaries to, do any of the followingwithout Parent's prior written consent:

Interim Operations of the Company. Except (i) as required by LawThe Company covenants and agrees that, (ii) as consented subject to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) contemplated by this Agreement or (iv) applicable Law and except as set forth in Section 6.1 5.1 of the Company Disclosure Schedule, during the period from the date of this Agreement to the Effective Time (unless Parent shall otherwise agree in writing and except as otherwise contemplated by this Agreement), the business of the Company shall, and shall cause each of its the Company Subsidiaries to, conduct its business only will be conducted in the usual, regular and ordinary course of business consistent with past practice and applicable Law and the Company and the Company Subsidiaries shall use all their reasonable best efforts to preserve intact its their current business organizationorganizations, keep available the services service of its current officers and employees and preserve its present their relationships with customers, suppliers, licensors, licensees, distributors, Governmental Entities suppliers and others having business dealings with them them; provided, however, that no action by the Company or the Company Subsidiaries with respect to the end that its goodwill and ongoing business matters specifically addressed by clauses (i) through (xix) below shall be unimpaired at the Effective Timedeemed a breach of this sentence unless such action would constitute a breach of such clauses (i) through (xix). In addition, and without Without limiting the generality of the foregoing, and except (w) as required otherwise contemplated by Lawthis Agreement or as set forth in Section 5.1 of the Company Disclosure Schedule, (x) as consented to in writing by the Company and the Company Subsidiaries will not, without the prior written consent of Parent (which consent in the cases of clauses (viii), (ix), (x), (xvii), (xviii) and (xix) shall not be unreasonably withheld, delayed conditioned or conditioned), (y) expressly permitted pursuant to this Agreement or (z) as set forth in Section 6.1 of the Company Disclosure Schedule, from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any of its Subsidiaries to, do any of the following:delayed):

Interim Operations of the Company. Except During the period from the date of this Agreement through the Closing or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 (the “Pre-Closing Period”), except (i) as may be required by Law, (ii) as consented to in writing by Parent (with the prior written consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned), (iii) contemplated as required by this Agreement or (iv) as set forth in the other schedules referenced in Section 6.1 below, the business of the Company Disclosure Scheduleand its Subsidiaries shall be conducted only in the ordinary course of business and in compliance in all material respects with all applicable Laws and the requirements of all Company Material Contracts, from the date of this Agreement to the Effective Time and the Company shall, and shall use commercially reasonable efforts to cause each of its Subsidiaries to, conduct its business only in the usual, regular and ordinary course consistent with past practice and use all reasonable efforts Acquired Corporations to (A) preserve intact its current business organization, (B) preserve its relationships and goodwill with its customers, suppliers and others having significant business dealings with it, (C) keep available the services of its current officers and other key employees (in each case other than Principal and preserve its present relationships with customers, suppliers, licensors, licensees, distributors, Governmental Entities and others having business dealings with them to the end that its goodwill and ongoing business shall be unimpaired at the Effective Timeany of his Representatives). In addition, and without Without limiting the generality of the foregoing, except (w) as may be required by Law, (x) as consented to in writing by Parent (with the prior written consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned), (y) expressly permitted pursuant to as required by this Agreement or (z) as set forth in the other schedules referenced in Section 6.1 of below, during the Pre-Closing Period, neither the Company Disclosure Schedule, from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit nor any of its Subsidiaries to, do any of the followingwill: