Common use of Conduct of the Company Clause in Contracts

Conduct of the Company. From the date hereof until the Effective Time, except as expressly contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Schedule, as consented to in writing by Parent, as contemplated by or reasonably necessary to implement the Company 50 Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in all material respects in the ordinary course consistent with past practice and use its commercially reasonable efforts to (i) preserve intact its business organization, (ii) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) maintain its existing relationships with its material customers, lenders, suppliers and others having material business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operations. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except as expressly contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Schedule, as consented to in writing by Parent (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such consent not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to:

Conduct of the Company. From the date hereof of this Agreement until the Effective TimeClosing or the earlier valid termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”), except as (i) expressly required or expressly contemplated by this Agreement, as (ii) set forth in on Section 6.01 5.01 of the Company Disclosure ScheduleLetter, as (iii) required by applicable Law or (iv) consented to in writing by ParentBuyer, as contemplated by in advance (such consent not to be unreasonably withheld, conditioned or reasonably necessary to implement the Company 50 Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Lawdelayed), the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practice and (B) use its commercially reasonable efforts to (i) preserve intact its business organization, (ii) maintain in effect all of its material foreign, federal, state organization and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) maintain its existing relationships with its material customers, lenders, suppliers and others having material business relationships with manufacturers, suppliers, vendors, distributors, Governmental Authorities, customers, licensors, licensees and other Third Parties with which it has material business relationships and with Governmental Authorities with jurisdiction over keep available the Company’s operationsservices of its present officers and employees; provided, that no action expressly permitted to be taken by the Company or any of its Subsidiaries in clauses (a) through (s) of this Section 5.01 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision; provided further, that neither the Company nor any of its Affiliates shall be required to pay any compensation beyond compensation paid in the ordinary course of business to retain such officers and employees. Without In addition to and without limiting the generality of the foregoing, from during the date hereof until the Effective TimePre-Closing Period, except as (w) expressly required or expressly contemplated by this Agreement, as (x) set forth in on Section 6.01 5.01 of the Company Disclosure ScheduleLetter, as (y) required by applicable Law or (z) consented to in writing advance by Parent in writing (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such consent not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, the Company shall not, nor and shall it permit any of cause its Subsidiaries not to:

Conduct of the Company. From the date hereof of this Agreement until the earlier of the Effective Time, except as expressly contemplated by Time and the termination of this Agreement, except (a) as required by Applicable Law, (b) as set forth in Section 6.01 6.1 of the Company Disclosure Schedule, (c) as consented otherwise required or expressly permitted by, or otherwise contemplated in, the Company’s business plan for fiscal year 2024 as approved by the Company Board and previously made available to Parent (the “Company’s 2024 Business Plan”), and (d) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent in writing (with email being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by Parent, as contemplated by or reasonably necessary to implement the Company 50 Operating Plan (orfor such consent, with respect and subject to any initiative therein, reallocations among line items within such initiative that are not its covenants set forth in the aggregate more burdensome to the Company in any material respectSections 6.1(a) or as required by Applicable Lawthrough 6.1(v), the Company shall, and shall cause each of its Subsidiaries to, Company Subsidiary to (1) conduct its business in all material respects in the ordinary course of business consistent with past practice in all material respects and in compliance in all material respects with all Applicable Laws and (2) use its commercially reasonable efforts to (i) preserve intact its business organization, (ii) maintain in effect all of its material foreign, federal, state organization and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) maintain its existing relationships with its material customers, lenderssuppliers, suppliers and others having material business relationships with it and with licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operationsoperations and other Third Parties, in the case of each of the foregoing having material business relationships with the Company and the Company Subsidiaries; (ii) keep available the services of the directors, officers and employees of the Company and its Subsidiaries, and (iii) maintain in effect all material Company Permits. Without limiting the generality of the foregoing, from the date hereof until the Effective Timeexcept (A) as required by Applicable Law, except as expressly contemplated by this Agreement, (B) as set forth in Section 6.01 6.1 of the Company Disclosure Schedule, (C) as consented to in writing by Parent (solely in otherwise required or expressly permitted by, or otherwise contemplated in, the case of the following clauses (d)Company’s 2024 Business Plan, (e), (f), (g), (h), (i), (j) and (p)D) as otherwise required or expressly permitted by this Agreement, such without Parent’s prior written consent (with email being sufficient) (which consent shall not to be unreasonably withheld, conditioned or delayed), as contemplated delayed and such consent to be deemed given if Parent provides no written response (with email being sufficient) within three (3) Business Days after a written request by or reasonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within for such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Lawconsent, the Company shall not, nor and shall it permit any cause each of its the Company Subsidiaries not to:

Conduct of the Company. From the date hereof of this Agreement until the Effective TimeClosing or the earlier valid termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”), except as (a) expressly required or expressly contemplated by this Agreement, as (b) set forth in on Section 6.01 5.01 of the Company Disclosure ScheduleLetter, as (c) required by applicable Law or (d) consented to in writing by ParentBuyer, as contemplated by or reasonably necessary to implement the Company 50 Operating Plan in advance (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in all material respects in the ordinary course consistent with past practice and use its commercially reasonable efforts to (i) preserve intact its business organization, (ii) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) maintain its existing relationships with its material customers, lenders, suppliers and others having material business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operations. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except as expressly contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Schedule, as consented to in writing by Parent (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such consent not to be unreasonably withheld, conditioned or delayed), the Company will, and will cause each of its Subsidiaries to, (i) conduct its business in the ordinary course consistent with past practice and (ii) use its commercially reasonable efforts to (A) preserve intact its business organization, (B) keep available the services of its present officers and employees, (C) preserve its material relationships with manufacturers, suppliers, vendors, distributors, Governmental Authorities, customers, licensors, licensees and others with which it has material business relationships and (D) protect all material Company Intellectual Property Rights; provided, however, that no action expressly permitted to be taken by the Company or any of its Subsidiaries in clauses (a) through (u) of this Section 5.01 shall be deemed a breach of the preceding sentence unless such action would constitute a breach of such specific provision. In addition to and without limiting the generality of the foregoing, during the Pre-Closing Period, except as (v) required in connection with the Internal Reorganization, (w) expressly required or expressly contemplated by or reasonably necessary to implement this Agreement, (x) set forth on Section 5.01 of the Company Operating Plan Letter, (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respecty) or as required by Applicable Lawapplicable Law or (z) consented to in advance by Buyer in writing (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, nor and shall it permit any of cause its Subsidiaries not to:

Conduct of the Company. From the date hereof of this Agreement until the Effective TimeClosing or the earlier termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”), except as (i) expressly required or expressly contemplated by this Agreement, as (ii) set forth in Section 6.01 5.01 of the Company Disclosure ScheduleLetter, as (iii) required by applicable Law or (iv) consented to in advance in writing by ParentParent or Buyer (such consent not to be unreasonably withheld, as contemplated by conditioned or reasonably necessary to implement the Company 50 Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Lawdelayed), the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practice and practice, (B) use its reasonable best efforts to preserve intact in all material respects its business organization and material business relationships with suppliers, vendors, Governmental Authorities, Customers and other Persons with which the Company has material business relationships and keep available the services of its present officers and key employees and (C) use commercially reasonable efforts to undertake the actions enumerated in Section 5.01-1 of the Company Letter; provided, that none of the Company or any of its Subsidiaries shall be required to (ior shall without Parent’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayed) preserve intact make any payments to its business organizationrelationship counterparties, (ii) beyond that paid in the ordinary course of business in order to maintain in effect all of its material foreign, federal, state such business relationships. In addition to and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) maintain its existing relationships with its material customers, lenders, suppliers and others having material business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operations. Without without limiting the generality of the foregoing, from during the date hereof until the Effective TimePre-Closing Period, except as (w) expressly required or expressly contemplated by this Agreement, as (x) set forth in Section 6.01 5.01 of the Company Disclosure ScheduleLetter, as (y) required by applicable Law or (z) consented to in advance in writing by Parent or Buyer (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such consent not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, the Company shall not, nor and shall it permit any of cause its Subsidiaries not to:

Conduct of the Company. From Except (t) with the date hereof until the Effective Timeprior written consent of Parent (which consent shall not be unreasonably withheld, except conditioned or delayed), (u) as expressly permitted, required or contemplated by this Agreement, (v) as set forth in Section 6.01 of the Company Disclosure Schedule, as consented to in writing by Parent, as contemplated by or reasonably necessary to implement the Company 50 Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respectw) or as required by Applicable Law, (x) pursuant to the terms of any Company Plan in effect as of the date hereof, (y) in connection with any reasonable action taken, or omitted to be taken, pursuant to any COVID-19 Measures or which is otherwise taken, or omitted to be taken, in reasonable response to COVID-19 in good faith, from the date hereof until the Effective Time (provided that the Company shall consult if legally permissible with Parent in good faith prior to taking such actions to the extent reasonably practicable under the circumstances), or (z) as expressly required or contemplated by any Contract between the Company or any of its Subsidiaries, on the one hand, and ONE or any of its Affiliates, on the other hand, the Company (a) shall, and shall cause each of its Subsidiaries to, conduct its business in all material respects in the ordinary course consistent with past practice and use its commercially reasonable efforts to (1)(A) operate the Company Vessels, or cause the Company Vessels to be operated, (i) preserve intact its business organizationin a customary manner consistent with past practice, (ii) maintain in effect all accordance with the requirements of its material foreign, federal, the class and flag state of each of the Company Vessels and local licenses, permits, consents, franchises, approvals and authorizations, the applicable manager’s safety management systems and (iii) in compliance with the requirements of port states with which each Company Vessel trades and (B) in the ordinary course of business maintain the Company Vessels, or cause the Company Vessels to be maintained, in good working condition and (2) use commercially reasonable efforts to preserve substantially intact its existing business, organization, assets and properties, and (3) use commercially reasonable efforts to preserve in all material respects its relationships with its material any customers, lenders, suppliers and others having any other Persons with which it has material business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operations. Without limiting the generality of the foregoingrelations; provided, from the date hereof until the Effective Timehowever, except as expressly contemplated that no action by this Agreement, as set forth in Section 6.01 of the Company Disclosure Schedule, as consented to in writing by Parent (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such consent not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (or, its Subsidiaries with respect to matters specifically addressed by any initiative thereinprovision of Section 6.01(b) shall be deemed a breach of this sentence unless such action constitutes a breach of such provision of Section 6.01(b), reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respectand (b) or as required by Applicable Law, the Company shall not, nor and shall it not permit any of its Subsidiaries to:

Conduct of the Company. From the date hereof until the Effective Time, except as expressly contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Schedule, as consented to in writing by Parent, as contemplated by or reasonably necessary to implement the Company 50 Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in all material respects in the ordinary course consistent with past practice and use its commercially reasonable efforts to (i) preserve intact its business organization, (ii) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) maintain its existing relationships with its material customers, lenders, suppliers and others having material business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operations. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except as expressly contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Schedule, as consented to in writing by Parent (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such consent not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to:

Conduct of the Company. From the date hereof of this Agreement until the earlier of termination of this Agreement and the Effective Time, except (x) as expressly contemplated prohibited or required by this AgreementApplicable Law, (y) as set forth in Section 6.01 of the Company Disclosure Schedule, Schedule or (z) as consented to in writing by Parent, as otherwise required or expressly contemplated by this Agreement, unless Parent shall otherwise consent (which consent shall not be unreasonably withheld, conditioned or reasonably necessary to implement the Company 50 Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Lawdelayed), the Company shall, and shall cause each of its Subsidiaries to, conduct its business in all material respects in the ordinary course of business consistent with past practice and in compliance in all material respects with all Applicable Laws and all Company Permits and use its commercially reasonable efforts to (i) preserve intact its business organizationorganization and relationships with customers, (ii) maintain in effect all suppliers, licensors, licensees, distributors and other Third Parties and keep available the services of its material foreignpresent officers and employees; provided, federalhowever, state and local licensesthat no action or failure to take action by the Company or any of its Subsidiaries with respect to matters specifically addressed by any provision of Section 6.01(a) through (p) shall constitute a breach under this paragraph unless such action or failure to take action would constitute a breach of such provision of Section 6.01(a) through (p), permits, consents, franchises, approvals and authorizations, and (iii) maintain its existing relationships with its material customers, lenders, suppliers and others having material business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operationsas applicable. Without limiting the generality of the foregoingforegoing and to the fullest extent permitted by Applicable Law, from the date hereof of this Agreement until the earlier of termination of this Agreement and the Effective Time, except as expressly contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Schedule, as consented to in writing by Parent Schedule or with Parent’s prior written consent (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such which consent shall not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan delayed (or, other than with respect to any initiative thereinSection 6.01(a), reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respectSection 6.01(c) or as required by Applicable LawSection 6.01(d))), the Company shall not, nor and shall it not permit any of its Subsidiaries to:

Conduct of the Company. From the date hereof of this Agreement until the earlier of the Effective TimeTime or the termination of this Agreement in accordance with ARTICLE X, except as expressly contemplated by this Agreement, as set forth in Section 6.01 7.01 of the Company Disclosure Schedule, as consented to in writing expressly required by Parentthis Agreement, as contemplated by or reasonably necessary to implement the Company 50 Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable LawLaw or otherwise with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, conduct the business of the Company and its business in all material respects Subsidiaries, taken as a whole, in the ordinary course consistent with past practice and and, to the extent consistent therewith, use its commercially (and cause each of its Subsidiaries to use its) reasonable best efforts to (i) preserve intact the present business organization of each of the Company and its business organizationSubsidiaries, (ii) maintain in effect all material Permits of each of the Company and its material foreignSubsidiaries, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) maintain keep available the services of present officers and key employees of each of the Company and its existing Subsidiaries and (iv) preserve intact the material relationships of each of the Company and its Subsidiaries with its material customers, lenderssuppliers, suppliers distributors and others having material business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operationsemployees. Without limiting the generality of the foregoing, from the date hereof of this Agreement until the earlier of the Effective TimeTime or the termination of this Agreement in accordance with ARTICLE X, except as expressly contemplated by this Agreement, as set forth in Section 6.01 7.01 of the Company Disclosure Schedule, as consented to in writing expressly required by this Agreement, as required by Applicable Law or otherwise with the prior written consent of Parent (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such which consent shall not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, the Company shall not, nor and shall it permit any cause each of its Subsidiaries not to:

Conduct of the Company. From During the period from the date hereof until the Effective Time, except (i) with the prior written consent of Parent in each instance (which consent shall not be unreasonably withheld, delayed or conditioned); provided, that Parent’s consent will be deemed obtained if Parent has not expressly denied its consent with respect to a given action within five (5) Business Days following the Company’s request for Parent’s consent, (ii) as required by Applicable Law, (iii) as otherwise expressly contemplated or permitted by this Agreement, Agreement or (iv) as set forth in Section 6.01 of the Company Disclosure Schedule, as consented to in writing by Parent, as contemplated by or reasonably necessary to implement the Company 50 Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respectA) or as required by Applicable Law, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in all material respects in the ordinary course consistent with past practice and use its commercially reasonable efforts to (i1) conduct its business in the ordinary course of business in all material respects, (2) preserve substantially intact its present business organization, (ii3) comply in all material respects with Applicable Laws and its Contracts, and maintain in effect all necessary material Permits, (4) keep available the services of its material foreigndirectors, federal, state officers and local licenses, permits, consents, franchises, approvals and authorizations, key employees on commercially reasonable terms (other than for terminations of employment services for cause) and (iii5) maintain its existing preserve satisfactory business relationships with its material customers, lenders, suppliers suppliers, lessors, lessees, working interest owners and others having material business relationships with it and with Governmental Authorities with jurisdiction over it; provided that no COVID-19 Response shall be deemed to be a breach of this Section 6.01(A) provided that, to the Company’s operations. Without limiting the generality of the foregoingextent reasonably practicable, from the date hereof until the Effective Timeprior to taking any COVID-19 Response, except as expressly contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Scheduleshall provide advance notice to and consult with Parent in good faith with respect thereto, as consented to in writing by Parent (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such consent not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respectB) or as required by Applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to:

Conduct of the Company. From The Company agrees that between the date hereof until of this Agreement and the Effective TimeTime or the date, if any, on which this Agreement is terminated pursuant to Section 8.01, except as expressly contemplated by this Agreement, (a) as set forth in Schedule 6.01, (b) as expressly required pursuant to or expressly permitted by this Agreement (including Section 6.01 of the Company Disclosure Schedule6.02 and Section 6.03), (c) as required by Applicable Law or (d) as consented to in writing in advance by Parent, as contemplated by or reasonably necessary to implement the Company 50 Operating Plan shall (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respecti) or as required by Applicable Law, the Company shall, and shall cause each of its Subsidiaries to, conduct its business businesses in all material respects in the ordinary course consistent with past practice and practice, (ii) use its commercially reasonable efforts to (i) preserve materially intact its current business organizationorganization and to preserve in all material respects the relationships of the Company and its Subsidiaries with Company Franchisees and the franchise system as a whole, employees, suppliers, licensors, licensees, distributors, wholesalers, lessors and others having business dealings with the Company or any of its Subsidiaries, (iiiii) use commercially reasonable efforts to keep and maintain the assets and properties of the Company and its Subsidiaries in effect all of its material foreignaccordance with past practice, federal, state normal wear and local licenses, permits, consents, franchises, approvals and authorizationstear excepted, and (iiiiv) maintain its existing relationships comply in all material respects with its material customers, lenders, suppliers and others having material business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operationsApplicable Law. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except as expressly contemplated by this Agreement, (a) as set forth in Schedule 6.01, (b) as expressly required pursuant to or expressly permitted by this Agreement (including Section 6.01 of the Company Disclosure Schedule, as consented to in writing by Parent (solely in the case of the following clauses (d6.02 and Section 6.03), (e), (f), (g), (h), (i), (jc) and (p), such consent not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, or (d) as consented to in writing in advance by Parent (which consent shall not be unreasonably withheld, delayed or conditioned with respect to clauses (e)(C), (k), (l), (m), (q) or (r) of this Section 6.01), the Company agrees that between the date of this Agreement and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.01, the Company shall not, nor and shall it not permit any of its Subsidiaries to:

Conduct of the Company. From Except (i) with the date hereof until prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned; provided that such consent will be deemed to have been given by Parent if (A) Parent’s response to the Effective TimeCompany’s written request for such consent is not provided within three calendar days of the Company’s written request (it being acknowledged and agreed that, except for purposes of this Section 6.01, an email sent to each of the Persons set forth on Section 6.01 of the Parent Disclosure Letter or their designees shall be considered a written request) and (B) the Company provides information reasonably requested by Parent with respect to matter for which consent is requested), (ii) as expressly contemplated by this Agreement, (iii) as set forth in Section 6.01 of the Company Disclosure ScheduleLetter, as consented to in writing by Parent, as contemplated by or reasonably necessary to implement the Company 50 Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respectiv) or as required by Applicable Law, from the date of this Agreement until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (x) conduct its business in all material respects in the ordinary course consistent with past practice practice, (y) conduct its business in material compliance with all Applicable Laws and (z) to the extent consistent with clauses (x) and (y) of this sentence, use its commercially reasonable efforts to (i) preserve intact its current business organization, (ii) maintain in effect all of organizations and to preserve its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) maintain its existing relationships with its material Third Parties (including customers, lenderssuppliers, suppliers lenders and others having material business relationships dealings with it the Company or any of its Subsidiaries) (provided, that neither the Company nor any of its Subsidiaries shall be obligated to make any payments or grant any concessions to such Third Parties other than payments in the ordinary course consistent with past practice) and with Governmental Authorities with jurisdiction over keep available the Company’s operationsservices of its directors, officers and key employees (provided that neither the Company nor any of its Subsidiaries shall be obligated to increase the compensation of, or make any other payments or grant any concessions to, such directors, officers and employees). Without limiting the generality of the foregoing, from except (i) with the date hereof until the Effective Timeprior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned, except in the case of Sections 6.01(a), 6.01(b), 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g), 6.01(i), 6.01(k), 6.01(m), 6.01(p), 6.01(r) or 6.01(t), and provided that such consent will be deemed to have been given by Parent if (A) Parent’s response to the Company’s written request for such consent is not provided within three calendar days of the Company’s written request (it being acknowledged and agreed that, for purposes of this Section 6.01, an email sent to each of the Persons set forth on Section 6.01 of the Parent Disclosure Letter or their designees shall be considered a written request) and (B) the Company provides information reasonably requested by Parent with respect to matter for which consent is requested), (ii) as expressly contemplated by this Agreement, (iii) as set forth in Section 6.01 of the Company Disclosure ScheduleLetter, as consented to in writing by Parent or (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (jiv) and (p), such consent not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to:

Conduct of the Company. From the date hereof until the Effective Time, except as expressly contemplated or permitted by this Agreement, except as set forth in Section 6.01 of the Company Disclosure Schedule, Letter or as consented to in writing by ParentParent (such consent not to be unreasonably withheld, as contemplated by conditioned or reasonably necessary to implement the Company 50 Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respectdelayed) or except as required by Applicable Law, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in all material respects in the ordinary course consistent with past practice and use its commercially reasonable efforts to (i) preserve intact its present business organization, (ii) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, (iii) keep available the services of its directors, officers and key employees, (iv) maintain all material Leases and all material personal property used by the Company and its Subsidiaries and necessary to conduct its business in the ordinary course of business consistent with past practice (but with no obligation to renew or extend any Lease or to otherwise exercise any rights or options it may have under any Lease, including but not limited to rights to purchase or increase or decrease its current properties) and (iiiv) maintain its existing relationships with its material customers, lenders, suppliers and others having material business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operationsoil and gas-related matters. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except as expressly contemplated or permitted by this Agreement, except as set forth in Section 6.01 of the Company Disclosure Schedule, Letter or as consented to in writing by Parent (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such consent not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or except as required by Applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to:

Conduct of the Company. From Except (i) with the date hereof until the Effective Timeprior written consent of Parent (which consent shall not be unreasonably withheld, except conditioned or delayed), (ii) as expressly contemplated permitted or required by this Agreement, (iii) as set forth in Section 6.01 of the Company Disclosure Schedule, as consented to in writing by Parent, as contemplated by Schedule or reasonably necessary to implement the Company 50 Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respectiv) or as required by Applicable LawLaw from the date hereof until the Effective Time or the termination of this Agreement in accordance with its terms, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in all material respects in the ordinary course consistent with past practice practice, and, to the extent consistent therewith and permitted hereby, use its commercially reasonable efforts to (ia) maintain its properties and assets in good operating condition and repair, subject to normal wear and tear and natural obsolescence, (b) preserve intact its current business organizationorganization and relationships with customers, suppliers and other Persons with whom the Company or its Subsidiaries have material business relationships, (iic) maintain in effect all keep available the services of its material foreign, federal, state present officers and local licenses, permits, consents, franchises, approvals and authorizationskey employees, and (iiid) maintain its existing relationships with its material customers, lenders, suppliers an average of month-end Cash and others having material business relationships with it and with Governmental Authorities with jurisdiction over Cash Equivalents for the Company’s operationsthree month period prior to the Closing Date in excess of US$424,000,000. Without limiting the generality of the foregoing, from except (i) with the date hereof until the Effective Timeprior written consent of Parent (which consent shall not be unreasonably withheld, except conditioned or delayed), (ii) as expressly contemplated permitted or required by this Agreement, (iii) as set forth in Section 6.01 of the Company Disclosure Schedule, as consented to in writing by Parent Schedule or (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (jiv) and (p), such consent not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, from the date hereof until the Effective Time or the termination of this Agreement in accordance with its terms, the Company shall not, nor shall it permit any of its Subsidiaries to:

Conduct of the Company. From the date hereof of this Agreement until the Effective TimeClosing or the earlier valid termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”), except as (i) expressly required or expressly contemplated by this Agreement, as (ii) set forth in Section 6.01 5.01 of the Company Disclosure ScheduleLetter, as consented to in writing by Parent, as contemplated by or reasonably necessary to implement the Company 50 Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in all material respects in the ordinary course consistent with past practice and use its commercially reasonable efforts to (i) preserve intact its business organization, (ii) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) maintain its existing relationships with its material customers, lenders, suppliers and others having material business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operations. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except as expressly contemplated required by this Agreement, as set forth in Section 6.01 of the Company Disclosure Schedule, as applicable Law or (iv) requested or consented to in writing by Parent in advance (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such consent not to be unreasonably withheld, conditioned or delayed), the Company will, and will cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practice (or the Business Collaboration) and (B) use its commercially reasonable efforts to preserve intact its business organization; provided, however, that no action expressly permitted to be taken by the Company or any of its Subsidiaries in clauses (a) through (z) of this Section 5.01 shall be deemed a breach of the preceding sentence unless such action would constitute a breach of such specific provision. In addition to and without limiting the generality of the foregoing, during the Pre-Closing Period, except as (w) expressly required or expressly contemplated by or reasonably necessary to implement this Agreement, (x) set forth in Section 5.01 of the Company Operating Plan Letter, (ory) required by applicable Law or (z) requested or consented to in advance by Parent in writing (such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that Parent shall be deemed to have consented if Parent does not object in writing within three (3) Business Days after a written request for consent regarding any of matters described in clause (e)(i), (f), (h), (n) (but only with respect to any initiative thereinitems (i), reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect(iv) and (vii)), (p), (q) or as required (w) is delivered to Purchaser by Applicable Lawthe Company) which request for consent shall, notwithstanding Section 9.01, be delivered via email to each of the persons listed on Schedule 5.01, any of whom shall be authorized to provide such consent in writing, the Company shall not, nor and shall it permit any of cause its Subsidiaries not to:

Conduct of the Company. From The Company covenants and agrees that, between the date hereof until of this Agreement and the Effective Time, unless the Buyer shall have consented in writing (such consent not to be unreasonably withheld) or this Agreement expressly contemplates or permits, the businesses of the Company and the Company Subsidiaries shall, in all material respects, be conducted, and the Company and the Company Subsidiaries shall not take any material action except, in the ordinary course of business, and the Company shall use commercially reasonable efforts to preserve substantially intact its business organization, to keep available the services of its and the Company Subsidiaries’ current officers, employees and consultants and to preserve its and the Company Subsidiaries’ relationships with customers, suppliers, distributors, creditors, lessors, licensors, licensees, agents, employees, business associates and other persons with which it or any of its subsidiaries has significant business relations. The Company and the Company Subsidiaries shall use commercially reasonable efforts to maintain and keep their properties and assets in such condition as is required for use in the business and maintain in effect all material governmental permits pursuant to which the Company or any of the Company Subsidiaries currently operates. By way of amplification and not limitation, except (i) as expressly contemplated or permitted by this Agreement, Agreement or (ii) as set forth in Section SECTION 6.01 of the Company Disclosure Schedule, as consented to in writing by Parent, as contemplated by or reasonably necessary to implement neither the Company 50 Operating Plan (or, with respect to nor any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to of the Company in any material respect) or as required by Applicable Law, the Company Subsidiaries shall, and shall cause each of its Subsidiaries to, conduct its business in all material respects in the ordinary course consistent with past practice and use its commercially reasonable efforts to (i) preserve intact its business organization, (ii) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) maintain its existing relationships with its material customers, lenders, suppliers and others having material business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operations. Without limiting the generality of the foregoing, from between the date hereof until of this Agreement and the Effective Time, except as expressly contemplated by this Agreementdirectly or indirectly do, as set forth in Section 6.01 of the Company Disclosure Scheduleor propose or agree to do, as consented to in writing by Parent (solely in the case any of the following clauses without the prior written consent of the Buyer (d), (e), (f), (g), (h), (i), (j) and (p), such consent not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to:):

Conduct of the Company. From the date hereof until the Effective Time, except as expressly contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Schedule, as consented to in writing by ParentXxxxxx, as contemplated by or reasonably necessary to implement the Company 50 Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in all material respects in the ordinary course consistent with past practice and use its commercially reasonable efforts to (i) preserve intact its business organization, (ii) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) maintain its existing relationships with its material customers, lenders, suppliers and others having material business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operations. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except as expressly contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Schedule, as consented to in writing by Parent Xxxxxx (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such consent not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to:

Conduct of the Company. (a) From the date hereof of this Agreement until the Effective Time, except as expressly contemplated by required or expressly permitted pursuant to this Agreement, as set forth in Section 6.01 of the Company Disclosure ScheduleLetter, as consented to in writing by ParentParent (such consent not to be unreasonably withheld, as contemplated by conditioned or reasonably necessary to implement the Company 50 Operating Plan (ordelayed), with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Lawapplicable Law or Order, the Company shall, and shall cause each of its Subsidiaries to, use reasonable best efforts (i) to conduct its business in all material respects in the ordinary course consistent with past practice and use its commercially reasonable efforts practice, (ii) to (i) the extent consistent with the foregoing, to preserve intact its business organizationoperations, (ii) maintain in effect all of its material foreignorganization and ongoing businesses and relationships with Third Parties, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) maintain to obtain the renewal and prevent the termination or non-renewal of any Advisory Contract, if applicable (except for an automatic termination of an Advisory Contract with a Public Fund that occurs under the Investment Company Act as a result of the Closing, if applicable) and (iv) not to take any action, or fail to take any action, that would reasonably be expected to cause any Managed REIT to fail to qualify as a REIT; provided, that (A) no action by the Company or its existing relationships Subsidiaries with its material customers, lenders, suppliers respect to matters expressly permitted in the subclauses of the next sentence shall be deemed a breach of this sentence unless such action would constitute a breach of such subclauses and others having material business relationships with it (B) the failure to obtain the renewal of an Advisory Contract shall not in and with Governmental Authorities with jurisdiction over the Company’s operationsof itself be deemed to be a violation of this Section 6.01. Without limiting the generality of the foregoing, from the date hereof of this Agreement until the Effective Time, except as expressly contemplated by required or expressly permitted pursuant to this Agreement, as set forth in Section 6.01 of the Company Disclosure ScheduleLetter, as consented to in writing by Parent (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such consent not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Lawapplicable Law or Order, the Company shall not, nor shall it permit any of its Subsidiaries to:

Conduct of the Company. From the date hereof until the Effective Time, except the Company and its Subsidiaries shall conduct their business in the ordinary course and in substantially the same manner as expressly contemplated by this Agreementheretofore conducted and shall use their reasonable best efforts to preserve intact their business organizations and relationships with third parties and to keep available the services of their present officers and employees. Without limiting the generality of the foregoing, other than (i) as set forth in Section 6.01 Schedule 5.1 of the Company Disclosure Schedule, (ii) as consented to in writing by Parent, as specifically contemplated by this Agreement or reasonably necessary to implement (iii) with the Company 50 Operating Plan (orwritten consent of Buyer, with respect to any initiative therein, reallocations among line items within such initiative that are not in from the aggregate more burdensome to date of hereof until the Company in any material respect) or as required by Applicable LawEffective Time, the Company shall, and shall cause each of its Subsidiaries to: (a) confer on a regular basis with one or more representatives of Reckson and Crescent to report operational matters of materiality and any proposals to engage in material transactions; (b) promptly notify Reckson and Crescent after becoming aware of any material change in the condition (financial or otherwise), conduct business, properties, assets, liabilities or the normal course of its business in all material respects or in the ordinary course consistent with past practice and use its commercially reasonable efforts to (i) preserve intact its business organization, (ii) maintain in effect all operation of its properties, or of any material foreigngovernmental complaints, investigations or hearings (or communications indicating that the same may be contemplated); (c) promptly deliver to Reckson and Crescent true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (d) duly and timely file all reports, tax returns and other documents required to be filed with federal, state state, local and local licensesother authorities, permitssubject to extensions permitted by law, consents, franchises, approvals provided the Company notifies Reckson and authorizations, Crescent that it is availing itself of such extensions and (iii) maintain its existing relationships with its material customers, lenders, suppliers and others having material business relationships with it and with Governmental Authorities with jurisdiction over provided such extensions do not adversely affect the Company’s operations. Without limiting 's status as a qualified REIT under the generality Code; (e) not make or rescind any express or deemed election relative to Taxes (unless required by law or necessary to preserve the Company's status as a REIT or the status of the foregoing, from the date hereof until the Effective Time, except as expressly contemplated by this Agreement, as set forth in Section 6.01 any noncorporate Subsidiary of the Company Disclosure Scheduleas a partnership for federal income Tax purposes or as a Qualified REIT Subsidiary under section 856(i) of the Code, as consented to in writing by Parent (solely in the case of the following clauses (dmay be), (e), (f), (g), (h), (i), (j) and (p), such consent not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to:;

Conduct of the Company. From During the date hereof until Pre-Closing Period, and subject to the Effective Time, except as expressly contemplated by this Agreement, as set forth exceptions in Section 6.01 of the Company Disclosure Schedule, as consented to in writing by Parent, as contemplated by or reasonably necessary to implement the Company 50 Operating Plan clauses (or, with respect to any initiative therein, reallocations among line items within such initiative that are not w) through and including (z) in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Lawthird sentence of this Section 7.01, the Company shall, and shall cause each of its Subsidiaries to, conduct the business of the Company and its business in all material respects Subsidiaries in the ordinary course consistent with past practice in all material respects. Without limiting the generality of the foregoing, the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable efforts to (i) preserve intact in all material respects the present business organization and assets of the Company and its business organizationSubsidiaries, (ii) maintain in effect all the Permits of the Company and its material foreignSubsidiaries, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) keep available the services of the directors, officers, key employees and key consultants of the Company and its Subsidiaries and (iv) maintain its existing in all material respects satisfactory relationships with its material the customers, lenders, suppliers suppliers, vendors and others having material significant business relationships with it the Company and its Subsidiaries and with Governmental Authorities with jurisdiction over the Company’s operationsAuthorities. Without limiting the generality of the foregoing, from the date hereof until the Effective TimeClosing, except except, subject to Section 12.06, (w) as expressly contemplated or required by this AgreementAgreement or as required by Applicable Law, (x) as set forth in the Table of Contents corresponding subsection of Section 6.01 7.01 of the Company Disclosure Schedule, as consented (y) with respect to in writing by actions taken or omitted by, or at the specific direction of, any Designated Individual or (z) with the prior written consent of Parent (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such consent not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, the Company shall not, nor and shall it permit any cause each of its Subsidiaries not to:

Conduct of the Company. From the date hereof of this Agreement until the earlier of the First Merger Effective Time, except as expressly contemplated by Time or the termination of this Agreement, except (x) as prohibited or required by Applicable Law, (y) as set forth in Section 6.01 of the Company Disclosure Schedule, or (z) as consented to in writing by Parent, as otherwise required or expressly contemplated by this Agreement, unless Parent shall otherwise consent (which consent shall not be unreasonably withheld, conditioned or reasonably necessary to implement the Company 50 Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Lawdelayed), the Company shall, and shall cause each of its Subsidiaries to, conduct its business in all material respects in the ordinary course of business consistent with past practice and in compliance in all material respects with all Applicable Laws and use its commercially reasonable efforts to (i) preserve intact its business organizationorganization and relationships with customers, (ii) maintain in effect all members, suppliers, Providers, licensors, licensees and other Third Parties and keep available the services of its material foreignpresent officers and employees; provided that no action or failure to take action by the Company or any of its Subsidiaries with respect to matters specifically addressed by any provision of Section 6.01(a) through (s) shall constitute a breach under this sentence unless such action or failure to take action would constitute a breach of such provision of Section 6.01(a) through (s), federal, state and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) maintain its existing relationships with its material customers, lenders, suppliers and others having material business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operationsas applicable. Without limiting the generality of the foregoing, from the date hereof until the Effective Timeexcept (x) as prohibited or required by Applicable Law, except as expressly contemplated by this Agreement, (y) as set forth in Section 6.01 of the Company Disclosure Schedule, or (z) as consented to in writing otherwise required or expressly contemplated by Parent this Agreement, without Parent’s prior written consent (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such which consent shall not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan delayed (or, other than with respect to any initiative thereinSection 6.01(a), reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respectSection 6.01(c) or as required by Applicable LawSection 6.01(d)), the Company shall not, nor and shall it permit any cause each of its Subsidiaries not to:

Conduct of the Company. From During the period from the date hereof of this Agreement until the earlier of the Effective TimeTime and the valid termination of this Agreement pursuant to Section 10.01, except as expressly contemplated by this Agreement, as (i) for matters set forth in Section 6.01 of the Company Disclosure ScheduleLetter, as consented to in writing by Parent, as contemplated by or reasonably necessary to implement the Company 50 Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respectii) or as required by Applicable the express terms of this Agreement and the other Transaction Documents (including, for the avoidance of doubt, the Redemptions set forth in Section 2.02(b)), (iii) as required by Law, (iv) for actions taken in good faith as COVID-19 Actions, unless otherwise prohibited by Section 6.01(a), Section 6.01(b), Section 6.01(e), Section 6.01(k) or Section 6.01(s), (v) for actions taken in connection with the issuance of shares of Class A Common Stock in exchange for, or redemption of, OpCo Units and Class B Common Stock pursuant to the terms of the OpCo LLC Agreement, (vi) for actions taken in connection with the discontinuation of the Discontinued Businesses; provided, however, that notwithstanding anything to the contrary herein, the Company shall not, directly or indirectly, take any action or cause any action to be taken that would result in the costs and expenses incurred in connection with the discontinuation of the Discontinued Businesses (inclusive of any costs and expenses incurred prior to the date hereof) exceeding, in the aggregate, the dollar amount set forth in Section 6.01 of the Company Disclosure Letter without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (vii) for actions taken to effect the Pre-Closing Contribution, (viii) for payment of “Tax Distributions” under the OpCo LLC Agreement, (ix) for payments made under the Tax Receivable Agreement prior to the termination of the Tax Receivable Agreement at the Effective Time and (x) for actions taken with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (x) the Company shall, and shall cause each of its Subsidiaries to, use reasonable best efforts to conduct its business in all material respects in the ordinary course consistent with past practice and use its commercially reasonable efforts to (i) preserve intact its business organization, (ii) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, and (iiiy) maintain its existing relationships with its material customers, lenders, suppliers and others having material business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operations. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except as expressly contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Schedule, as consented to in writing by Parent (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such consent not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to:

Conduct of the Company. (a) From the date hereof until and prior to the Effective Timeearlier to occur of the Closing Date and the date that this Agreement is terminated in accordance with Article X (the “Interim Period”), except (i) as otherwise expressly contemplated by this Agreement, Agreement (including as set forth in described on Section 6.01 6.1 of the Company Seller Disclosure Schedule, as consented to in writing by Parent, as Schedule and the other matters contemplated by the other Schedules and Exhibits hereto) or reasonably necessary to implement any of the Company 50 Operating Plan (orother Transaction Documents, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable applicable Law, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in all material respects in the ordinary course consistent with past practice and use its commercially reasonable efforts to (i) preserve intact its business organization, (ii) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) maintain its existing relationships with its material customers, lenders, suppliers and others having material business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operations. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except as expressly contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Schedule, as otherwise consented to in advance in writing by Parent Buyer (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such which consent shall not to be unreasonably withheld, conditioned or delayed) (provided that, if Seller requests consent from Buyer by delivering a written notice to Xxxxx describing in reasonable detail the matter for which consent is requested (the “Matter Description”) and Xxxxx does not respond to such request within ten (10) Business Days after receipt by Buyer of the request and the Matter Description and after response to Buyer’s commercially reasonable questions relating to such consent, Buyer shall be deemed to have consented to such request), as contemplated by or reasonably necessary to implement Seller shall cause the Company Operating Plan Entities to (or, with respect to any initiative therein, reallocations among line items within such initiative that are not x) conduct their respective businesses in the aggregate more burdensome ordinary course of business consistent with past practice (including ordinary course development activities, including the Development Projects), (y) subject to the Company Pre-Closing Reorganization, use reasonable best efforts to preserve intact in any all material respect) or as required by Applicable Law, respects the current business organization and goodwill of the Company Entities and the present relationships of the Company Entities with customers, employees, suppliers and others having business dealings with the Company Entities provided that such efforts shall notnot include any requirement or obligation to make any payment or assume any Liability not otherwise required to be paid or assumed by the terms of an existing Contract or offer or grant any financial accommodation or other benefit not otherwise required to be made by the terms of an existing Contract, nor shall it permit any and (z) use reasonable best efforts to maintain and keep in good repair (ordinary wear and tear excepted) the properties and assets of its Subsidiaries to:the Company Entities.

Conduct of the Company. From the date hereof until the Effective Time, except as expressly contemplated by this Agreement, as Except for matters set forth in Section 6.01 of the Company Disclosure ScheduleLetter, for any actions taken to ensure compliance by the Company and its Subsidiaries and their respective directors, officers, employees, consultants and customers with any COVID-19 Measures, as consented to in writing permitted by Parentthis Agreement, as contemplated by or reasonably necessary to implement the Company 50 Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable LawLaw or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), from and after the date of this Agreement until the Effective Time (or the earlier valid termination of this Agreement in accordance with Article 10 hereof), the Company shall, and shall cause each of its Subsidiaries to, conduct its business in all material respects in the ordinary course of business consistent with past practice and use its commercially reasonable best efforts to (ix) preserve intact its present business organization, (iiy) maintain in effect all keep available the services of its material foreigndirectors, federal, state officers and local licenses, permits, consents, franchises, approvals and authorizations, key employees and (iiiz) maintain its existing preserve the goodwill of and relationships with its material customers, lenders, suppliers and others having material business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operationsit. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except as expressly contemplated by this Agreement, as for matters set forth in Section 6.01 of the Company Disclosure ScheduleLetter, as consented actions taken to in writing ensure compliance by the Company and its Subsidiaries and their respective directors, officers, employees, consultants and customers with any COVID-19 Measures, required by Applicable Law or with the prior written consent of Parent (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such which consent shall not to be unreasonably withheld, conditioned or delayed), as contemplated by from and after the date of this Agreement until the Effective Time (or reasonably necessary to implement the Company Operating Plan (or, earlier valid termination of this Agreement in accordance with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable LawArticle 10 hereof), the Company shall not, nor shall it permit any of its Subsidiaries to:

Conduct of the Company. From (a) The Company agrees that, from the date hereof of this Agreement until the earlier of the Effective TimeTime or the termination of this Agreement in accordance with Section 9.01, except as expressly contemplated by this Agreement, as set forth in Section 6.01 6.01(a) of the Company Disclosure Schedule, as consented to in writing by Parent, as contemplated by or reasonably necessary to implement the Company 50 Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) Letter or as required by Applicable Law, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in all material respects in the ordinary course consistent with past practice and use its commercially reasonable efforts to (i) preserve intact its business organization, (ii) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) maintain its existing relationships with its material customers, lenders, suppliers and others having material business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operations. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except as Law or expressly contemplated by this Agreement, as set forth in Section 6.01 Agreement or otherwise with the prior written consent of the Company Disclosure Schedule, as consented to in writing by Parent (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such consent which shall not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan will, and will cause each of its Subsidiaries to, except as otherwise expressly provided herein, (orx) conduct its operations, with respect to any initiative thereinin all material respects, reallocations among line items within such initiative that are not in the aggregate more burdensome ordinary course of business and in a manner consistent with past practice, and (y) use its commercially reasonable efforts to keep available the services of the current officers and key employees of the Acquired Companies and to preserve the assets and business organization of the Acquired Companies intact and maintain the goodwill and current relationships of the Acquired Companies with customers, suppliers, Governmental Authorities and other Persons with which the Company or any of its Subsidiaries has significant or material business relations. Without limiting the foregoing, and as an extension thereof, except as set forth in any material respectSection 6.01(a) of the Company Disclosure Letter or as required by Applicable LawLaw or expressly contemplated by this Agreement, or otherwise with the prior written consent of Parent (such shall not be unreasonably withheld, conditioned or delayed, except with respect to the actions described in clause (i), clause (ii), clause (iii), clause (iv) and clause (vii) below, which shall be in Parent's or Merger Sub's sole discretion), the Company shall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 9.01:

Conduct of the Company. From the date hereof of this Agreement until the earlier to occur of the Effective Time, Time and the termination of this Agreement in accordance with Article IX except as otherwise expressly permitted or expressly contemplated by this Agreement, as set forth in Section 6.01 5.1 of the Company Disclosure ScheduleLetter, as consented to in writing by ParentParent (such consent not to be unreasonably withheld, as contemplated by conditioned or delayed), for any actions taken reasonably necessary and in good faith to implement respond to COVID-19 Measures, provided that the Company 50 Operating Plan (orshall, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) extent reasonably practicable, provide reasonable advance notice of such actions and consult with Parent prior to taking such actions or as required by Applicable applicable Law, the Company shall, and shall cause each of its Subsidiaries to, (i) conduct its business in all material respects in the ordinary course of business consistent with past practice and (ii) use its commercially reasonable efforts to (i) preserve substantially intact its current business organization, (ii) organization and maintain in effect all of its material foreign, federal, state existing relations and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) maintain its existing relationships goodwill with its material customers, lenderssuppliers, suppliers distributors, creditors, lessors, employees and others having other material business relationships with it relations and with Governmental Authorities with jurisdiction over keep available the services of the Company’s operationsand its Subsidiaries’ present key employees; provided that (x) no action by the Company or any of its Subsidiaries permitted by an exception to any of Section 5.1(a) through (q) will be a breach of this sentence and (y) the Company’s or any of its Subsidiaries’ failure to take any action prohibited by any of Section 5.1(a) through (q) will not be a breach of this sentence. Without limiting the generality of the foregoing, from the date hereof of this Agreement until the earlier to occur of the Effective TimeTime and the termination of this Agreement in accordance with Article IX, except as otherwise expressly permitted or expressly contemplated by this Agreement, as set forth in Section 6.01 5.1 of the Company Disclosure ScheduleLetter, as consented to in writing by Parent (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such consent not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to:

Conduct of the Company. From Except (i) with the date hereof until prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned; provided that such consent will be deemed to have been given by Parent if (A) Parent's response to the Effective TimeCompany's written request for such consent is not provided within three calendar days of the Company's written request (it being acknowledged and agreed that, except for purposes of this Section 6.01, an email sent to each of the Persons set forth on Section 6.01 of the Parent Disclosure Letter or their designees shall be considered a written request) and (B) the Company provides information reasonably requested by Parent with respect to matter for which consent is requested), (ii) as expressly contemplated by this Agreement, (iii) as set forth in Section 6.01 of the Company Disclosure ScheduleLetter, as consented to in writing by Parent, as contemplated by or reasonably necessary to implement the Company 50 Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respectiv) or as required by Applicable Law, from the date of this Agreement until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (x) conduct its business in all material respects in the ordinary course consistent with past practice practice, (y) conduct its business in material compliance with all Applicable Laws and (z) to the extent consistent with clauses (x) and (y) of this sentence, use its commercially reasonable efforts to (i) preserve intact its current business organization, (ii) maintain in effect all of organizations and to preserve its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) maintain its existing relationships with its material Third Parties (including customers, lenderssuppliers, suppliers lenders and others having material business relationships dealings with it the Company or any of its Subsidiaries) (provided, that neither the Company nor any of its Subsidiaries shall be obligated to make any payments or grant any concessions to such Third Parties other than payments in the ordinary course consistent with past practice) and with Governmental Authorities with jurisdiction over keep available the Company’s operationsservices of its directors, officers and key employees (provided that neither the Company nor any of its Subsidiaries shall be obligated to increase the compensation of, or make any other payments or grant any concessions to, such directors, officers and employees). Without limiting the generality of the foregoing, from except (i) with the date hereof until the Effective Timeprior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned, except in the case of Sections 6.01(a), 6.01(b), 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g), 6.01(i), 6.01(k), 6.01(m), 6.01(p), 6.01(r) or 6.01(t), and provided that such consent will be deemed to have been given by Parent if (A) Parent's response to the Company's written request for such consent is not provided within three calendar days of the Company's written request (it being acknowledged and agreed that, for purposes of this Section 6.01, an email sent to each of the Persons set forth on Section 6.01 of the Parent Disclosure Letter or their designees shall be considered a written request) and (B) the Company provides information reasonably requested by Parent with respect to matter for which consent is requested), (ii) as expressly contemplated by this Agreement, (iii) as set forth in Section 6.01 of the Company Disclosure ScheduleLetter, as consented to in writing by Parent or (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (jiv) and (p), such consent not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to:

Conduct of the Company. From Except for matters (i) expressly permitted by this Agreement, (ii) set forth on Schedule 6.01, (iii) required by Applicable Law or the rules or regulations of Nasdaq or (iv) undertaken with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), from the date hereof until the Effective Time, except as expressly contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Schedule, as consented to in writing by Parent, as contemplated by or reasonably necessary to implement the Company 50 Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in all material respects in the ordinary course course, consistent with past practice practice, and use its commercially reasonable efforts to (iw) preserve intact its business organizationorganization and material tangible and intangible assets, (iix) keep available the services of its officers and employees who are integral to the operations of their businesses as presently conducted, (y) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizationsGovernmental Authorizations, and (iiiz) maintain its existing satisfactory relationships with its material customers, lenders, suppliers suppliers, licensors, licensees, distributors and others having others, in each case who have a material business relationships relationship with it and with Governmental Authorities with jurisdiction over the Company’s operationsCompany or any of its Subsidiaries. Without limiting the generality of the foregoing, except for matters expressly permitted or contemplated by this Agreement or as set forth on Schedule 6.01, as required by Applicable Law or the rules or regulations of Nasdaq or as required by the Bridge Facility (or any security issued thereunder), from the date hereof until the Effective Time, except as expressly contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Schedule, as consented to in writing by Parent (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such consent not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to:, do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):

Conduct of the Company. From the date hereof until the Effective Time, except Except (i) as expressly permitted or contemplated by this AgreementAgreement or the Spin-Off Agreements (including matters relating to the consummation of the Spin-Off), (ii) as set forth in on Section 6.01 of the Company Disclosure Schedule, as consented to in writing by Parent, as contemplated by or reasonably necessary to implement the Company 50 Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respectiii) or as required by Applicable LawLaw or (iv) to the extent that Parent shall otherwise consent in writing, from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in all material respects in the ordinary course course, consistent with past practice practice, and use its commercially reasonable efforts to (ia) preserve intact its Intellectual Property, business organizationorganization and material assets, (iib) keep available the services of its directors, officers and employees, (c) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, Governmental Authorizations and (iiid) maintain its existing satisfactory relationships with its material customers, lenders, suppliers suppliers, licensors, licensees, distributors and others having material business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operations, provided, that, notwithstanding the foregoing, the provisions of this Section 6.01 shall not apply to the Spin-Off Subsidiary, any Subsidiary of the Spin-Off Subsidiary, the Pageflex Business or the Bolt Business to the extent that any actions or omissions specified in this Section 6.01 are required in order for the Company to comply with its obligations under the Spin-Off Agreements. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except (A) as expressly permitted or contemplated by this AgreementAgreement or the Spin-Off Agreements (including matters relating to the consummation of the Spin-Off), (B) as set forth in on Section 6.01 of the Company Disclosure Schedule, as consented to in writing by Parent or (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (jC) and (p), such consent not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, the Company shall not, nor shall it permit any of its Subsidiaries to, do any of the following without the prior written consent of Parent:

Conduct of the Company. From Except with the date hereof until the Effective Timeprior written consent of Parent (which consent shall not be unreasonably withheld, except conditioned or delayed), or as expressly contemplated by this Agreement, or as set forth in Section 6.01 of the Company Disclosure Schedule, as consented to in writing by Parent, as contemplated by or reasonably necessary to implement the Company 50 Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) Schedule or as required by Applicable Law, from the date hereof until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in all material respects in the ordinary course consistent with past practice (including, without limitation, the implementation of its cost-cutting program as in effect on the date hereof) and use its commercially reasonable efforts to (i) preserve intact its business organization, (ii) maintain in effect all of its material foreign, federal, state organizations and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) maintain its existing relationships with its material customersThird Parties, lenders, suppliers and others having material business relationships with it and with including Governmental Authorities with jurisdiction over the Company’s operations, customers, suppliers, licensors, licensees and other Third Parties and to keep available the services of its present officers and key employees. Without limiting the generality of the foregoing, from except with the date hereof until the Effective Timeprior written consent of Parent (which consent shall not be unreasonably withheld, except conditioned or delayed) or as expressly contemplated by this Agreement, Agreement or as set forth in Section 6.01 of the Company Disclosure Schedule, as consented to in writing by Parent (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such consent not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) Schedule or as required by Applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to:: (a) amend or publicly propose any amendment to its certificate of incorporation, bylaws or other similar organizational documents in any respect; (b) (i) split, combine or reclassify any shares of its capital stock, (ii) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, except for (A) dividends by any of its wholly owned Subsidiaries and (B) two regular quarterly cash dividends by the Company (including one declared as of the date hereof) in an amount consistent with the Company’s past practice with customary record and payment dates on the shares of Company Stock, or (iii) redeem, repurchase or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any Company Securities or any Company Subsidiary Securities except pursuant to the Company ESPP or Company ICP in accordance with the terms of any awards thereunder, and consistent with the Company’s obligations in Section 2.05(c) hereof; 39 #92864921v30

Conduct of the Company. From the date hereof until the Effective Time, except the Company and its Subsidiaries shall conduct their business in the ordinary course and in substantially the same manner as expressly contemplated by this Agreementheretofore conducted and shall use their reasonable best efforts to preserve intact their business organizations and relationships with third parties and to keep available the services of their present officers and employees. Without limiting the generality of the foregoing, other than (i) as set forth in Section 6.01 Schedule 5.1 of the Company Disclosure Schedule, (ii) as consented to in writing by Parent, as specifically contemplated by this Agreement or reasonably necessary to implement (iii) with the Company 50 Operating Plan (orwritten consent of Buyer, with respect to any initiative therein, reallocations among line items within such initiative that are not in from the aggregate more burdensome to date of hereof until the Company in any material respect) or as required by Applicable LawEffective Time, the Company shall, and shall cause each of its Subsidiaries to: (a) confer on a regular basis with one or more representatives of Reckson and Crescent to report operational matters of materiality and any proposals to engage in material transactions; (b) promptly notify Reckson and Crescent after becoming aware of any material change in the condition (financial or otherwise), conduct business, properties, assets, liabilities or the normal course of its business or in the operation of its properties, or of any material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated); (c) promptly deliver to Reckson and Crescent true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (d) duly and timely file all reports, tax returns and other documents required to be filed with federal, state, local and other authorities, subject to extensions permitted by law, provided the Company notifies Reckson and Crescent that it is availing itself of such extensions and provided such extensions do not adversely affect the Company's status as a qualified REIT under the Code; (e) not make or rescind any express or deemed election relative to Taxes (unless required by law or necessary to preserve the Company's status as a REIT or the status of any noncorporate Subsidiary of the Company as a partnership for federal income Tax purposes or as a Qualified REIT Subsidiary under section 856(i) of the Code, as the case may be); (f) not declare, set aside or pay any dividend (other than regular quarterly dividends, the Company Special Dividend or regular distributions pursuant to the Company Operating Partnership Agreement (or as necessary to maintain REIT status)) or other distribution with respect to any shares of capital stock of the Company or Company OP Units, or any repurchase, redemption or other acquisition by the Company or any Subsidiary of the Company of any outstanding shares of capital stock or other equity securities of, or other ownership interests in, the Company; (g) not issue or sell shares of Company Common Stock or any securities convertible into or exchangeable or exercisable for, or any rights, warrants or options to acquire any such shares of Company Common Stock except for the issuance of (i) shares of Company Common Stock issued pursuant to Company stock-based benefits and options plans in accordance with their terms as of the date of this Agreement and (ii) shares of capital stock upon the exercise, exchange or conversion of securities, rights, warrants and options outstanding on the date of this Agreement or referred to in clause (i) above; (h) not amend any material respects term of any outstanding security issued by the Company or any Subsidiary of the Company; (i) make all capital expenditures, and expenditures relating to leasing, in accordance with the budget of the Company approved by Reckson and Crescent and attached hereto as Section 5.1(i) of the Company Disclosure Schedule and shall not acquire, enter into any option to acquire, or exercise an option or other right or election or enter into any Commitment, including any lease or amendment thereto, for the acquisition of, any real property or other transaction (other than Commitments referred to in the budget attached as Schedule 5.1(i) of the Company Disclosure Schedule) involving payments to or by the Company in excess of $75,000 or which is not included in such budget, encumber assets or commence construction of, or enter into any Commitment to develop or construct, other real estate projects; (j) not amend the Articles of Incorporation, or the Company By- Laws, or the articles or certificate of incorporation, bylaws, code of regulations, partnership agreement, operating agreement or joint venture agreement or comparable charter or organization document of any Active Subsidiary of the Company; (k) grant no options or other right or commitment relating to any Company Securities, or any other security the value of which is measured by shares of Company Common Stock, or any security subordinated to the claim of its general creditors; (l) not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, or contemplated by, the most recent consolidated financial statements (or the notes thereto) of the Company included in the Company SEC Documents; (m) not settle any tax certiorari proceeding with respect to the Company without the written consent of Reckson, Crescent and use its commercially reasonable efforts Buyer (which consent shall not be unreasonably withheld); (n) except (1) in order to pay dividends permitted pursuant to this Agreement and to pay transaction expenses related to the Transactions or (i2) preserve intact its business organizationto finance an acquisition permitted by clause (r) below (which is in accordance with the budget attached hereto as Schedule 5.1(i) of the Company Disclosure Schedule), not incur, assume or guarantee by the Company or any Subsidiary of the Company any indebtedness for borrowed money; (iio) maintain except in effect all connection with a transaction that is permitted by the budget attached as Schedule 5.1(i) to the Company Disclosure Schedule, not create or assume by the Company or any Subsidiary of its material foreignthe Company any Lien on any asset other than Company Permitted Liens and Liens which, federalin the aggregate, state do not have and local licenses, permits, consents, franchises, approvals and authorizations, and could not reasonably be expected to have a Material Adverse Effect; (iiip) maintain its existing relationships books and records in accordance with its material customers, lenders, suppliers GAAP consistently applied and others having material business relationships with it and with Governmental Authorities with jurisdiction over not change any method of accounting or accounting practice by the Company or any Subsidiary of the Company’s operations. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except as expressly contemplated for any such change required by this Agreement, reason of a change in GAAP; (q) except as set forth in Section 6.01 Schedule 5.1(q) of the Company Disclosure Schedule, as consented not (i) grant any severance or termination pay to in writing by Parent (solely in the case any director, officer or employee of the following clauses Company or any Subsidiary of the Company, (dii) enter into any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary of the Company, (iii) increase the benefits payable under any existing severance or termination pay policies or employment agreement, (iv) increase the compensation, bonus or other benefits payable to any director, officer or employee of the Company or any Subsidiary of the Company or (v) adopt any new plan, program or arrangement that would constitute a Plan under Section 3.12 hereof; (r) except as permitted by Section 5.4 hereof, not consummate (or enter into any agreement or agreement in principle with respect to or take any steps to facilitate) any acquisition of stock or assets or operations of another entity, other than any acquisition by the Company in respect of which the cash consideration paid by the Company is less than $100,000 individually and for all such transactions taken together, the aggregate cash consideration paid by the Company is less than $1,000,000; (s) not sell, lease (or amend any existing lease), (e)mortgage, (f)subject to Lien or otherwise dispose of any Company Real Property, (g), (h), (i), (j) and (p), such consent not to be unreasonably withheld, conditioned or delayed), except in connection with transactions as contemplated by or reasonably necessary to implement the budget that is attached as Schedule 5.1(i) of the Company Operating Plan Disclosure Schedule or that does not involve any sale, lease, mortgage, Lien or disposition in excess of 7,500 square feet; (ort) not make any loans, with respect advances or capital contributions to, or investments in, any other Person, other than loans, advances and capital contributions to Subsidiaries of the Company in existence on the date hereof; (u) not acquire or enter into any initiative thereinoption or agreement to acquire, reallocations among line items within such initiative that are any real property or other transaction involving in excess of $100,000 which is not included in the aggregate more burdensome budget that is attached as Schedule 5.1(i) of the Company Disclosure Schedule; or (v) authorize any of, or commit or agree to take any of, the foregoing actions except as otherwise permitted by this Agreement; provided that as soon as reasonably practicable, the Buying Entities shall appoint an individual as the representative of the Buying Entities for all purposes of this Section 5.1; provided further that the Buying Entities shall be entitled to change the identity of such representative upon notice to the Company in any material respect) or as required by Applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to:such change. SECTION 5.2

Conduct of the Company. From the date hereof until the Effective Time, except as expressly contemplated by this Agreement, as set forth in Section 6.01 earlier of the Company Disclosure Schedule, as consented Effective Time and the termination of this Agreement pursuant to in writing by Parent, as contemplated by or reasonably necessary to implement the Company 50 Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable LawArticle 10, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in all material respects in the ordinary course consistent with past practice (with any action taken in response to a COVID-19 Measure and taken prior to the date of this Agreement being deemed to be in the ordinary course of business consistent with past practice when determining whether actions taken after the date of this Agreement are in the ordinary course of business consistent with past practice) and in all material respects with Applicable Laws, Company Permits and Significant Contracts, and use its commercially reasonable efforts to (i) preserve intact its present business organization, (ii) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) keep available the services of its current directors, officers and key employees and (iv) maintain its existing satisfactory relationships with its material customers, lenders, suppliers suppliers, licensors, licensees, distributors and others having material business relationships with it ; provided that during any period of full or partial suspension of operations in response to a COVID-19 Measure, the Company may take actions outside of the ordinary course of business to the extent both (i) reasonably necessary to protect the health and with Governmental Authorities with jurisdiction over safety of the Company’s operationsor its Subsidiaries’ employees and (ii) in response to a COVID-19 Measure, in each case, after written notice to and, to the extent practicable under the circumstances, consultation with, Parent; provided, further that neither the Company nor any of its Subsidiaries shall take any action in accordance with the foregoing that would materially breach any of Section 6.01(a) through Section 6.01(q). Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except (x) as expressly otherwise contemplated by this Agreement, as (y) set forth in Section 6.01 of the Company Disclosure Schedule, Schedule or (z) as consented to Parent may approve in writing by Parent (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such consent approval not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to:

Conduct of the Company. From the date hereof of this Agreement and to the fullest extent permitted by Applicable Law or Order until the Effective Time, except as expressly contemplated by this Agreement, as Agreement or set forth in Section 6.01 5.01 of the Company Disclosure Schedule, as consented to in writing by Parent, as contemplated by or reasonably necessary to implement the Company 50 Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, the Company shall, and shall cause each of its Subsidiaries to, (i) conduct its business in all material respects in the ordinary course consistent with past practice and in compliance with all material Applicable Law and all material authorizations from Governmental Authorities, (ii) use its commercially reasonable efforts to (i) preserve intact in all material respects its present business organizationorganization in a manner consistent with past practice, (ii) maintain in effect all material Company Permits, keep available the services of its material foreigndirectors, federal, state officers and local licenses, permits, consents, franchises, approvals key employees in a manner consistent with past practice and authorizations, and (iii) maintain its existing satisfactory relationships with its material customers, lenders, suppliers and others having material business relationships with it and (iii) (a) prepare and file on or before the due date therefore all material Tax Returns required to be filed by the Company or any Subsidiary (except for any Tax Return for which an extension has been granted) on or before the Closing Date, and (b) pay all material Taxes (including estimated Taxes) due on such Tax Returns (or due with Governmental Authorities with jurisdiction over respect to Tax Returns for which an extension has been granted) or which are otherwise required to be paid at any time prior to the Company’s operationsClosing Date. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except (A) as otherwise expressly contemplated by this Agreement, (B) as set forth in Section 6.01 5.01 of the Company Disclosure Schedule, as consented to in writing by Parent Schedule or (solely in the case of the following clauses C) with Parent’s prior written consent (d), (e), (f), (g), (h), (i), (j) and (p), such which consent shall not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (or, delayed with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome clauses (a)(but only with respect to the Company in any material respectCompany’s bylaws), (j), (k), (l), (q), (r), (s) or as required by Applicable Lawany agreement, resolution or commitment to undertake any such aforementioned actions), the Company shall not, nor and shall it not permit any of its Subsidiaries to:

Conduct of the Company. From the date hereof until the Effective Time, except as expressly contemplated by this Agreement, as Except for matters set forth in Section 6.01 of the Company Disclosure ScheduleLetter, for any COVID-19 Response (the “COVID-19 Company Exception”), as consented to in writing by Parent, as expressly contemplated by or reasonably necessary to implement the Company 50 Operating Plan this Agreement (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome including pursuant to the Company in TRA Amendment, the Blueapple Sale Agreement, or any material respect) or Voting and Support Agreement), as required by Applicable LawLaw (including any COVID-19 Measures) or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), from and after the date of this Agreement and prior to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in all material respects in the ordinary course consistent with past practice in all material respects and use its commercially reasonable best efforts to (ia) preserve intact its present business organizationorganization in all material respects, (iib) maintain in effect all keep available the services of its material foreigndirectors, federal, state officers and local licenses, permits, consents, franchises, approvals key service providers (including employees and authorizationscontractors), and (iiic) maintain its existing satisfactory relationships with its material customers, lenders, suppliers suppliers, bank sponsors, Card Schemes, Governmental Authorities and others having material business relationships with it and it; provided that no action by the Company or any of its Subsidiaries with Governmental Authorities with jurisdiction over respect to matters specifically permitted by the Company’s operationsfollowing subsections of Section 6.01 shall be deemed to be a breach of this sentence of Section 6.01 unless such action would constitute a breach of such subsections. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except as expressly contemplated by this Agreement, as for matters set forth in Section 6.01 of the Company Disclosure ScheduleLetter, as consented expressly contemplated by this Agreement (including pursuant to in writing the TRA Amendment, the Blueapple Sale Agreement, or any Voting and Support Agreement), as required by Applicable Law (including COVID-19 Measures) or with the prior written consent of Parent (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such which consent shall not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement between the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in date of this Agreement and the aggregate more burdensome to the Company in any material respect) or as required by Applicable LawEffective Time, the Company shall not, nor shall it permit any of its Subsidiaries to:

Conduct of the Company. From During the period from the date hereof until the Effective Time, ((w) except as expressly contemplated by this AgreementAgreement (including (1) payment of fees and expenses of counsel, the Company Financial Advisor and other advisors and representatives in connection with the transactions contemplated by this Agreement and (2) any actions taken pursuant to Section 7.03), (x) with the prior written consent of Parent, (y) as may be required by Applicable Law or (z) as set forth in the corresponding subsection of Section 6.01 7.01 of the Company Disclosure Schedule, as consented to in writing by Parent, as contemplated by or reasonably necessary to implement the Company 50 Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in all material respects in the ordinary course consistent with past practice and and, to the extent consistent therewith, use its commercially reasonable efforts to (i) preserve intact its present business organization, (ii) maintain in effect all of its material foreignnecessary Permits, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) keep available the services of its directors, Officers and Key Employees on commercially reasonable terms, (iv) maintain its existing relationships relations and goodwill with Governmental Authorities, its material customers, material suppliers, lenders, suppliers vendors, agents, contractors, and others having material business relationships with it and (v) comply with any quarantine, shut down or similar law promulgated by any Governmental Authorities with jurisdiction over Authority and directly applicable to specified areas and types of business operations of the Company’s operations, in each case, in connection with or response to the COVID-19 pandemic. Without limiting the generality of the foregoing, except as required by Applicable Law or as set forth in Section 7.01 of the Company Disclosure Schedule, during the period from the date hereof until the Effective Time, except as expressly contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Schedule, as consented to in writing by Parent (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such consent not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) 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 in each instance (which, other than with respect to clauses (e), (f) (as far as such clause (f) is related to any acquisition other than a merger, consolidation or business combination with any other Person), (k), (l), (m) and (o) below, may be withheld by Parent in its sole discretion):

Conduct of the Company. From the date hereof until the Effective Time, Time and except as expressly contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Schedule, as consented to in writing by Parent, as contemplated by or reasonably necessary to implement the Company 50 Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) Schedule or as required by Applicable Law, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in all material respects in the ordinary course consistent with past practice and use its commercially reasonable efforts to (i) preserve intact its present business organization, (ii) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) keep available the services of its directors, officers and key employees, (iv) maintain its existing satisfactory relationships with its material customers, lenders, suppliers and others having material business relationships with it it, including by using its commercially reasonable efforts to maintain compliance with the requirements of all Material Contracts. The Company shall promptly notify Parent of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with any of the transactions contemplated by this Agreement and with Governmental Authorities with jurisdiction over (ii) any Proceeding commenced, or, to the Company’s operationsKnowledge threatened, relating to or involving or otherwise affecting the Company or any of its Subsidiaries that relates to the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except as expressly contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Schedule, as consented to in writing by Parent (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such consent not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) Schedule or as required by Applicable Law, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall not, nor shall it permit any of its Subsidiaries to:

Conduct of the Company. From Except (A) for matters set forth in Section 6.01-1 of the date hereof until the Effective TimeCompany Disclosure Letter, except (B) as expressly contemplated required or as expressly permitted by this Agreement, as set forth in Section 6.01 of the Company Disclosure Schedule, as consented to in writing by Parent, as contemplated by or reasonably necessary to implement the Company 50 Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respectC) or as required by Applicable Law, (D) as required by the terms of any Company Material Contract disclosed in Section 4.22(a) of the Company Disclosure Letter, or (E) with the prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of Parent, from and after the date hereof and prior to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (i) use its reasonable best efforts to conduct its business in the ordinary course of business and (ii) use reasonable best efforts to (x) preserve intact in all material respects in the ordinary course consistent with past practice and use its commercially reasonable efforts to (i) preserve intact its present business organization, (iiy) keep available the services of its directors, officers and key employees and (z) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) maintain its existing satisfactory relationships with its material customers, lenders, suppliers suppliers, Governmental Authorities and others having material business relationships with it it; provided that for the avoidance of doubt, the Company shall not be obligated to take any action that would not be permitted by the following sentence of this Section 6.01 and with Governmental Authorities with jurisdiction over any action permitted by the Company’s operationsfollowing sentence of this Section 6.01 shall not be deemed a breach of this sentence of this Section 6.01. Without limiting the generality of the foregoing, from except (I) for matters set forth in Section 6.01-2 of the date hereof until the Effective TimeCompany Disclosure Letter, except (II) as expressly contemplated required by this Agreement, (III) as set forth required by Applicable Law, (IV) as required by the terms of any Company Material Contract disclosed in Section 6.01 4.22(a) of the Company Disclosure ScheduleLetter, as consented to in writing by or (V) with the prior written consent of Parent (solely in the case of the following clauses (d)which consent shall not be unreasonably withheld, (e), (fconditioned or delayed with respect to Section 6.01(d), (g), (h), (i), (j) and (p), such consent not to be unreasonably withheld, conditioned or delayed(k), as contemplated by (q) or reasonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Lawextent applicable to such sections, (s)), from and after the date hereof and prior to the Effective Time, the Company shall not, nor and shall it permit any of cause its Subsidiaries not to:

Conduct of the Company. From (a) The Company agrees that, from the date hereof of this Agreement until the earlier of the Effective TimeTime or the termination of this Agreement in accordance with Section 9.01, except as expressly contemplated by this Agreement, as set forth in Section 6.01 6.01(a) of the Company Disclosure Schedule, as consented to in writing by Parent, as contemplated by or reasonably necessary to implement the Company 50 Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) Letter or as required by Applicable Law, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in all material respects in the ordinary course consistent with past practice and use its commercially reasonable efforts to (i) preserve intact its business organization, (ii) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) maintain its existing relationships with its material customers, lenders, suppliers and others having material business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operations. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except as Law or expressly contemplated by this Agreement, as set forth in Section 6.01 Agreement or otherwise with the prior written consent of the Company Disclosure Schedule, as consented to in writing by Parent (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such consent which shall not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan will, and will cause each of its Subsidiaries to, (orx) conduct its operations, with respect to any initiative thereinin all material respects, reallocations among line items within such initiative that are not in the aggregate more burdensome ordinary course of business, (y) use its commercially reasonable efforts to preserve intact its business organization, satisfactory relationships with its employees, and the goodwill and current relationships of the Company and its Subsidiaries with customers, suppliers and other Persons with which the Company or any of its Subsidiaries has business relations, subject, in each case, to modifications to the Company’s business which were publicly announced or otherwise disclosed to Parent prior to the date hereof and (z) use its commercially reasonable efforts to conduct its operations in accordance with the cash forecast set forth on Section 6.01(a)(z) of the Company Disclosure Letter; provided, however, that no action by the Company or its Subsidiaries specifically permitted by any provision of the following sentence shall be deemed a breach of the covenants contained in any material respectthis sentence unless such action would constitute a breach of such specific provision in the following sentence. Without limiting the foregoing, and as an extension thereof, except as set forth in Section 6.01(a) of the Company Disclosure Letter or as required by Applicable LawLaw or expressly contemplated by this Agreement, or otherwise with the prior written consent of Parent (such shall not be unreasonably withheld, conditioned or delayed), the Company shall not, nor and shall it not permit any of its Subsidiaries to, from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 9.01:

Conduct of the Company. From (a) The Company agrees that, during the period from the date hereof until through the Effective Time, except as expressly contemplated by earlier of the Acceptance Time or the date of termination of this Agreement, except for matters (i) undertaken with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed and shall be deemed given if Parent provides no written response within five (5) Business Days after a written request by the Company for such consent), (ii) as set forth in Section 6.01 6.1 of the Company Disclosure Schedule, as consented to in writing by Parent, as contemplated by or reasonably necessary to implement the Company 50 Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respectiii) or as required by Applicable this Agreement, (iv) as required to consummate the Transactions, (v) as required to comply with any Law, Order or Contract, or (vi) as required by the rules or regulations of Nasdaq, the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its business in the ordinary course in all material respects; provided that the parties agree that the Acquired Companies may continue any changes in their respective business practices adopted prior to the date hereof to address and adapt to COVID-19 and any COVID-19 Measures, and the Company may take such further actions as it deems advisable or necessary to address and adapt to COVID-19 and any COVID-19 Measures; and provided, further, that the Acquired Companies’ preclinical and clinical development activities, commercial activities and regulatory activities as planned and disclosed to Parent prior to the date hereof shall be deemed to be in compliance with the provisions of this Section 6.1 unless and to the extent such activities are not conducted in the manner planned and disclosed to Parent in all material respects in the ordinary course consistent with past practice and use its commercially reasonable efforts to (i) preserve intact its business organization, (ii) maintain in effect all such inconsistency would otherwise contravene a provision of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) maintain its existing relationships with its material customers, lenders, suppliers and others having material business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operations. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except as expressly contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Schedule, as consented to in writing by Parent (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such consent not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to:6.1.

Conduct of the Company. From Except for matters (i) permitted or contemplated by this Agreement, (ii) set forth on Schedule 6.01, (iii) required by Applicable Law or the rules or regulations of Nasdaq, or (iv) undertaken with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), from the date hereof until the Effective Time, except as expressly contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Schedule, as consented to in writing by Parent, as contemplated by or reasonably necessary to implement the Company 50 Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in all material respects in the ordinary course course, consistent with past practice practice, and use its commercially reasonable efforts to (iw) preserve intact its business organizationorganization and material tangible and intangible assets, (iix) keep available the services of its officers and employees who are integral to the operations of their businesses as presently conducted, (y) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizationsGovernmental Authorizations, and (iiiz) maintain its existing satisfactory relationships with its material customers, lenders, suppliers suppliers, licensors, licensees, distributors and others having others, in each case who have a material business relationships relationship with it and with Governmental Authorities with jurisdiction over the Company’s operationsCompany or any of its Subsidiaries. Without limiting the generality of the foregoing, except for matters expressly permitted or contemplated by this Agreement or as set forth on Schedule 6.01, or as required by Applicable Law or the rules or regulations of Nasdaq, from the date hereof until the Effective Time, except as expressly contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Schedule, as consented to in writing by Parent (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such consent not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to:, do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed): amend the Company’s certificate of incorporation, bylaws or other comparable charter or organizational documents of the Company’s Subsidiaries (whether by merger, consolidation or otherwise); (i) establish a record date for, declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock, property or otherwise) in respect of, or enter into any Contract with respect to the voting of, any capital stock of the Company or any capital stock or other Equity Interests of its Subsidiaries, other than dividends and distributions by a direct or indirect wholly owned Subsidiary of the Company to the Company or any of the Company’s other wholly owned Subsidiaries (except for dividends or distributions resulting from the vesting, settlement, exercise or terms of Company Equity Awards), (ii) split, combine, subdivide or reclassify any Company Securities or any capital stock or other Equity Interests, or securities convertible, exchangeable or exercisable for capital stock or other Equity Interests, of its Subsidiaries, (iii) except as otherwise provided in Section 6.01(c), issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, any Company Securities or any shares of capital stock or other Equity Interests, or securities convertible, exchangeable or exercisable for capital stock or other Equity Interests, of its Subsidiaries, (iv) purchase, redeem or otherwise acquire any Company Securities, except for acquisitions of shares of Company Common Stock by the Company in accordance with the terms of Company Equity Awards in effect as of the date hereof or Company Equity Awards issued, granted or awarded as permitted by Section 6.01(c), or

Conduct of the Company. From the date hereof until the Effective Time, except as expressly contemplated by this Agreement, as Except for matters set forth in Section 6.01 of the Company Disclosure Schedule, as consented to in writing by ParentLetter, as contemplated by or reasonably necessary to implement the Company 50 Operating Plan (orthis Agreement, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable LawLaw or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), from and after the date hereof and until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice (including, but not limited to, the payment of all material respects outstanding accounts payable of the Company and its Subsidiaries in the ordinary course consistent with past practice practice, utilizing any early payment discounts made available under the applicable invoices and corresponding Contracts in the ordinary course consistent with past practice, and the collection of all outstanding accounts receivable of the Company and its Subsidiaries in the ordinary course consistent with past practice), and to the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable best efforts to (i) preserve substantially intact its and its Subsidiaries’ business organization, (ii) maintain in effect all to keep available the services of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals its Subsidiaries’ current officers and authorizationsemployees, and (iii) maintain to preserve its existing and its Subsidiaries’ present relationships with its material customers, lenderssuppliers, suppliers distributors, licensors, licensees, and others other Persons having material business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operationsit. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except as expressly contemplated by this Agreement, as for matters set forth in Section 6.01 of the Company Disclosure ScheduleLetter, as consented to in writing contemplated by this Agreement, as required by Applicable Law or with the prior written consent of Parent (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such which consent shall not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement from and after the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in date hereof and until the aggregate more burdensome to the Company in any material respect) or as required by Applicable LawEffective Time, the Company shall not, nor shall it permit any of its Subsidiaries to:

Conduct of the Company. From the date hereof of this Agreement until the earlier of the Effective Time, except as expressly contemplated by Time and the valid termination of this Agreement, except (x) as required by Applicable Law, (y) as set forth in Section 6.01 ‎6.01 of the Company Disclosure Schedule, or (z) as consented to otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent in writing by Parent(e-mail being sufficient) (which consent shall not be unreasonably withheld, as contemplated by conditioned or reasonably necessary to implement the Company 50 Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Lawdelayed), the Company shall, and shall cause each of its Subsidiaries to, conduct its business in all material respects in the ordinary course of business consistent with past practice and use its commercially reasonable efforts to (iA) preserve intact its business organization, (ii) maintain in effect all of its material foreign, federal, state organization and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) maintain its existing relationships with its material customers, members, suppliers, lenders, suppliers and others having material business relationships with it and with licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operationsoperations and other Third Parties having material business relationships with the Company and its Subsidiaries, (B) maintain in effect all material Company Permits and (C) maintain and preserve the goodwill associated with its business, affairs and properties, its reputation and its brand value; provided that neither the Company nor any of its Subsidiaries shall take any action to comply with the foregoing that would breach any of Section ‎6.01(a) through (r). Without limiting the generality of the foregoing, from the date hereof of this Agreement until the earlier of the Effective Time, except as expressly contemplated by Time and the valid termination of this Agreement, except (x) as required by Applicable Law, (y) as set forth in Section 6.01 ‎6.01 of the Company Disclosure Schedule, or (z) as consented to in writing otherwise required or expressly permitted by Parent this Agreement, without Parent’s prior written consent (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such which consent shall not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan delayed (or, other than with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect‎Section 6.01(c) or as required by Applicable Law‎Section 6.01(d)), the Company shall not, nor and shall it permit any cause each of its Subsidiaries not to:

Conduct of the Company. From The Company agrees that between the date hereof until of this Agreement and the Effective TimeTime or the date, if any, on which this Agreement is terminated pursuant to Section 8.01, except as expressly contemplated by this Agreement, (a) as set forth in Schedule 6.01, (b) as expressly required pursuant to or expressly permitted by this Agreement (including Section 6.01 of the Company Disclosure Schedule6.02 and Section 6.03), (c) as required by Applicable Law or (d) as consented to in writing in advance by Parent, as contemplated by or reasonably necessary to implement the Company 50 Operating Plan shall (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respecti) or as required by Applicable Law, the Company shall, and shall cause each of its Subsidiaries to, conduct its business businesses in all material respects in the ordinary course consistent with past practice and practice, (ii) use its commercially reasonable efforts to (i) preserve materially intact its current business organizationorganization and to preserve in all material respects the relationships of the Company and its Subsidiaries with Company Franchisees and the franchise system as a whole, employees, suppliers, licensors, licensees, distributors, wholesalers, lessors and others having business dealings with the Company or any of its Subsidiaries, (iiiii) use commercially reasonable efforts to keep and maintain the assets and properties of the Company and its Subsidiaries in effect all of its material foreignaccordance with past practice, federal, state normal wear and local licenses, permits, consents, franchises, approvals and authorizationstear excepted, and (iiiiv) maintain its existing relationships comply in all material respects with its material customers, lenders, suppliers and others having material business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operationsApplicable Law. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except as expressly contemplated by this Agreement, (a) as set forth in Schedule 6.01, (b) as expressly required pursuant to or expressly permitted by this Agreement (including Section 6.01 of the Company Disclosure Schedule, as consented to in writing by Parent (solely in the case of the following clauses (d6.02 and Section 6.03), (e), (f), (g), (h), (i), (jc) and (p), such consent not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, or (d) as consented to in writing in advance by Parent (which consent shall not be unreasonably withheld, delayed or conditioned with respect to clauses (e)(C), (k), (l), (m), (q) or (r) of this Section 6.01), the Company agrees that between the date of this Agreement and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.01, the Company shall not, nor and shall it not permit any of its Subsidiaries to:: (a) amend the Company’s Governing Documents or other comparable charter or organizational documents of the Company’s Subsidiaries (whether by merger, consolidation or otherwise); (b) (i) establish a record date for, declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or other equity, property or otherwise, including any combination thereof) in respect of, or enter into any Contract with respect to the voting of, any capital stock of the Company or any capital stock or other Equity Interests of its Subsidiaries, other than (x) regular quarterly cash dividends consistent with past practice and (y) dividends and distributions by a direct or indirect wholly owned Subsidiary of the Company to the Company or any of the Company’s other wholly owned Subsidiaries, (ii) adjust, recapitalize, combine, split, combine, subdivide or reclassify any Company Securities or any capital stock or other Equity Interests, or securities convertible, exchangeable or exercisable for capital stock or other Equity Interests, of its Subsidiaries,

Conduct of the Company. From the date hereof of this Agreement until the Effective TimeClosing Date, except (a) as otherwise expressly contemplated by this Agreement, (b) required by any Applicable Law or as required by any Governmental Authority, (c) as set forth in Section 6.01 5.01 of the Company Disclosure Schedule, as consented to in writing by Parent, as contemplated by Schedule or reasonably necessary to implement (d) with the Company 50 Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, the Company shall, and shall cause each written consent of its Subsidiaries to, conduct its business in all material respects in the ordinary course consistent with past practice and use its commercially reasonable efforts to (i) preserve intact its business organization, (ii) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) maintain its existing relationships with its material customers, lenders, suppliers and others having material business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operations. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except as expressly contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Schedule, as consented to in writing by Parent (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such consent which shall not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan and its Subsidiaries: (orx) shall conduct their businesses in the Ordinary Course in all material respects and shall use their commercially reasonable efforts to (A) preserve their business organization intact in all material respects, (B) keep available the services of their key employees (other than any key employees whose employment ceases in the Ordinary Course) , (C) preserve their present relationships with Governmental Authorities and other Persons having significant business relationships with the Company and its Subsidiaries (other than any changes in such relationships in the Ordinary Course) and (D) comply with and maintain their Franchises and other material Permits which are necessary for the operation of their business (provided that (i) no action (or inaction) with respect to any initiative thereinof the matters expressly permitted by an exception to a subclause of Section 5.01(y) will be deemed a breach of Section 5.01(x) and (ii) any failure to take any action prohibited by any subclause of this Section 5.01(y) will not be a breach of this Section 5.01(x)); provided further that the Company and its Subsidiaries may, reallocations among line items within such initiative that are not unless prohibited by a subclause of Section 5.01(y), take commercially reasonable actions in the aggregate more burdensome good faith to respond to the Company in actual or anticipated effects of COVID-19 or any material respectCOVID-19 Measures subject to prior consultation with Parent) or as required by Applicable Lawand (y) without limiting the generality of the foregoing, the Company shall not, nor shall it permit any of and its Subsidiaries to:shall not (except, in each case, as expressly contemplated by an exception to any other subclause):

Conduct of the Company. From the date hereof until the Effective Time(a) Sellers covenant and agree that, except (i) with respect to the Retained Assets and Retained Liabilities (in each case, subject to Section 6.1(b)(ii)), (ii) as otherwise expressly contemplated by this Agreement, Agreement (including as set forth in described on Section 6.01 6.1 of the Company Sellers Disclosure ScheduleSchedule and the other matters contemplated by the other Schedules and Exhibits hereto) and the other Transaction Documents, (iii) for the effect of the announcement and consummation of the transactions contemplated hereby or (iv) as consented to otherwise approved in writing by Parent, as contemplated by or reasonably necessary to implement the Company 50 Operating Plan Buyers (or, with respect to any initiative therein, reallocations among line items within such initiative that are which approval shall not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in all material respects in the ordinary course consistent with past practice and use its commercially reasonable efforts to (i) preserve intact its business organization, (ii) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) maintain its existing relationships with its material customers, lenders, suppliers and others having material business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operations. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except as expressly contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Schedule, as consented to in writing by Parent (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such consent not to be unreasonably withheld, conditioned or delayed), during the period commencing on the date hereof and ending on the Closing Date, Sellers shall cause the Company Entities to be operated in the ordinary course of business consistent with past practice, and shall use commercially reasonable efforts to preserve, maintain and protect the assets and properties of the Company Entities and the Business; provided, that such efforts shall not include any requirement or obligation to make any payment or assume any Liability not otherwise required to be paid or assumed by the terms of an existing Contract or offer or grant any financial accommodation or other benefit not otherwise required to be made by the terms of an existing Contract. Until the Closing, except (A) with respect to the Retained Assets and Retained Liabilities (in each case, subject to Section 6.1(b)(ii)), (B) as otherwise contemplated by this Agreement (including as described on Section 6.1 of the Sellers Disclosure Schedule and the other matters contemplated by the other Schedules and Exhibits hereto) and the other Transaction Documents, (C) as required by applicable Law, or reasonably necessary to implement the Company Operating Plan (orD) as otherwise approved in writing by Buyers (which approval shall not be unreasonably withheld, conditioned or delayed), Sellers shall not, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) Entities or as required by Applicable Lawthe Business, and shall cause the Company shall notEntities not to, nor shall it permit take any of its Subsidiaries tothe following actions:

Conduct of the Company. From The Company agrees that between the date hereof until of this Agreement and the Effective TimeTime or, if earlier, the date, if any, on which this Agreement is terminated pursuant to Section 8.01, except as expressly contemplated by this Agreement, (a) as set forth in Schedule 6.01, (b) as required pursuant to or permitted by this Agreement (including Section 6.01 of the Company Disclosure Schedule6.02 and Section 6.03), (c) as may be required by Applicable Law or any Governmental Authority, or (d) as consented to in writing by ParentParent (which consent shall not be unreasonably withheld, as contemplated by conditioned or reasonably necessary to implement the Company 50 Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Lawdelayed), the Company shall, and shall cause each of its the Company Subsidiaries to, (i) use commercially reasonable efforts to conduct its business businesses in all material respects in the ordinary course consistent with past practice and practice, (ii) use its commercially reasonable efforts to (i) preserve materially intact its current business organizationorganization and to preserve in all material respects the relationships of the Company and the Company Subsidiaries with its employees, suppliers, licensors, licensees, lessors, customers and others having business dealings with the Company or any of the Company Subsidiaries, (iiiii) use commercially reasonable efforts to keep and maintain the assets and properties of the Company and the Company Subsidiaries in effect all of its material foreignaccordance with past practice, federal, state normal wear and local licenses, permits, consents, franchises, approvals and authorizationstear excepted, and (iiiiv) maintain its existing relationships use commercially reasonable efforts to comply in all material respects with its material customers, lenders, suppliers and others having material business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operationsApplicable Law. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except as expressly contemplated by this Agreement, (i) as set forth in Schedule 6.01, (ii) as required pursuant to or permitted by this Agreement (including Section 6.01 of the Company Disclosure Schedule6.02 and Section 6.03), (iii) as may be required by Applicable Law or (iv) as consented to in writing by Parent (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such which consent shall not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (agrees that between the date of this Agreement and the Effective Time or, with respect if earlier, the date, if any, on which this Agreement is terminated pursuant to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable LawSection 8.01, the Company shall not, nor and shall it not permit any of its the Company Subsidiaries to:

Conduct of the Company. From The Company covenants and agrees that, between the date hereof of this Agreement and continuing until the earlier to occur of the Effective Time or the election of the Buyer's designees representing a majority of the members of the Board in accordance with Section 1.03, unless Buyer shall have consented in writing, the businesses of the Company and the Company Subsidiaries shall be conducted in, and the Company and the Company Subsidiaries shall not take any action except in the ordinary course of business, consistent with past practice, and the Company shall, and shall cause the Company Subsidiaries to, use their respective reasonable best efforts to preserve substantially intact their respective business organizations, to keep available the services of their respective current officers, employees and consultants and to preserve their respective relationships with customers, suppliers, licensors, licensees, distributors and other persons with which it or any of the Company Subsidiaries has significant business relations as well as with officials and employees of government agencies and other entities which regulate the Company, the Company Subsidiaries and their business to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time; provided, that notwithstanding the foregoing or the following provisions, the Company may take all actions necessary and desirable to consummate the Transactions and incur and pay the fees and expenses in connection therewith disclosed in Section 4.18. By way of amplification and not limitation, except (i) as expressly contemplated by this Agreement, or (ii) as set forth in on Section 6.01 of the Company Disclosure Schedule, as consented to in writing by Parent, as contemplated by or reasonably necessary to implement neither the Company 50 Operating Plan (or, with respect to nor any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to of the Company in any material respect) or as required by Applicable Law, the Company Subsidiaries shall, and shall cause each of its Subsidiaries to, conduct its business in all material respects in the ordinary course consistent with past practice and use its commercially reasonable efforts to (i) preserve intact its business organization, (ii) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) maintain its existing relationships with its material customers, lenders, suppliers and others having material business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operations. Without limiting the generality of the foregoing, from between the date hereof until of this Agreement and the Effective Time, except as expressly contemplated by this Agreementdirectly or indirectly do, as set forth in Section 6.01 of the Company Disclosure Scheduleor propose or agree to do, as consented to in writing by Parent (solely in the case any of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such without the prior written consent not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries toBuyer:

Conduct of the Company. From The Company agrees that between the date hereof until of this Agreement and the Effective TimeTime or, if earlier, the date, if any, on which this Agreement is validly terminated pursuant to Section 8.01, except as expressly contemplated by this Agreement, (a) as set forth in Section 6.01 of the Company Disclosure Schedule, (b) as required pursuant to or permitted by this Agreement (including Section 6.02 and Section 6.03), (c) as may be required by Applicable Law or any Governmental Authority, or (d) as consented to in writing by ParentParent (which consent shall not be unreasonably withheld, as contemplated by conditioned or reasonably necessary to implement the Company 50 Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Lawdelayed), the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its business and its Subsidiaries’ businesses in all material respects in the ordinary course (except to the extent prohibited by this Section 6.01) and to the extent consistent with past practice and the foregoing, the Company shall use its commercially reasonable efforts to (ix) preserve in the ordinary course of business the Company’s and its Subsidiaries’ material business organizations, material assets and material properties intact and in good working order and condition, ordinary wear and tear excepted, and in the ordinary course of business maintain in all material respects existing or satisfactory relations with its business organizationand their material commercial relationships with third parties (including with Governmental Authorities and material customers, suppliers, service providers, creditors, partners and lessors) and (iiy) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) maintain its existing relationships with its material customers, lenders, suppliers and others having material business relationships Company Permits and material insurance policies (subject to the right to replace such insurance policies with it comparable coverage) necessary for the conduct of the business of the Company and with Governmental Authorities with jurisdiction over its Subsidiaries as conducted on the Company’s operationsdate of this Agreement. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except as expressly contemplated by this Agreement, (i) as set forth in Section 6.01 of the Company Disclosure Schedule, (ii) as required pursuant to or permitted by this Agreement (including Section 6.02 and Section 6.03), (iii) as may be required by Applicable Law or (iv) as consented to in writing by Parent (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such which consent shall not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (agrees that between the date of this Agreement and the Effective Time or, with respect if earlier, the date, if any, on which this Agreement is validly terminated pursuant to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable LawSection 8.01, the Company shall not, nor and shall it not permit any of its Subsidiaries to: