Common use of Conduct of the Company Clause in Contracts

Conduct of the Company. During the period from the date hereof until the Effective Time, ((w) except as expressly contemplated by this Agreement, (x) with the prior written consent of Parent, (y) as may be required by Applicable Law or (z) as set forth in the applicable subsection of ‎Section 7.01 of the Company Disclosure Schedule) the Company shall, and shall cause each of its Subsidiaries to, conduct its business 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 necessary Permits, (iii) keep available the services of its directors, Officers and Key Employees on commercially reasonable terms (provided that neither the Company nor any Subsidiary shall be obligated to pay any director, officer or Key Employee compensation beyond compensation paid in the ordinary course of business to retain such individual) and (iv) maintain satisfactory relationships with its customers, lenders, suppliers and others having material business relationships with it. Without limiting the generality of the foregoing, except as required by Applicable Law, as expressly permitted by this Agreement or as set forth in the applicable subsection of ‎Section 7.01 of the Company Disclosure Schedule, during the period from the date hereof until the Effective Time, the Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Parent in each instance (other than with respect to clauses ‎(a), ‎(b), ‎(c) or (l) below, such consent not to be unreasonably withheld, conditioned or delayed):

Conduct of the Company. During the period from From the date hereof of this Agreement until the earlier of the Effective TimeTime or the termination of this Agreement in accordance with ARTICLE 10 (the “Pre-Closing Period”), ((w) except as expressly contemplated by this Agreement, (x) with the prior written consent of Parent, (y) as may be required by Applicable Law or (z) as set forth in the applicable subsection of ‎Section 7.01 Section 6.01 of the Company Disclosure Schedule) Letter, as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), or as required by applicable Law or Order, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice and and, to the extent consistent with the foregoing, use its commercially reasonable best efforts to (i) preserve intact its present business organization, goodwill and reputation, (ii) maintain preserve in effect all necessary Permits, (iii) keep available the services of material respects its directors, Officers and Key Employees on commercially reasonable terms (provided that neither the Company nor any Subsidiary shall be obligated to pay any director, officer or Key Employee compensation beyond compensation paid in the ordinary course of business to retain such individual) and (iv) maintain satisfactory relationships with its customers, lenders, suppliers suppliers, licensors, licensees, distributors and others having material business relationships with itit and with Governmental Authorities with jurisdiction over the Company’s operations and (iii) keep available its current officers and key employees. Without In addition, without limiting the generality of the foregoing, during the Pre-Closing Period, except as required by Applicable Law, as expressly permitted contemplated by this Agreement or Agreement, as set forth in the applicable subsection of ‎Section 7.01 Section 6.01 of the Company Disclosure ScheduleLetter, during the period from the date hereof until the Effective Timeas consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law or Order, the Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Parent in each instance (other than with respect to clauses ‎(a), ‎(b), ‎(c) or (l) below, such consent not to be unreasonably withheld, conditioned or delayed)::

Conduct of the Company. During the period from From the date hereof until the earlier of the Effective TimeTime or the termination of this Agreement in accordance with Article 9 (the “Pre-Closing Period”), ((w) except as expressly contemplated by this Agreement, (x) with the prior written consent of Parent, (y) as may be required by Applicable Law or (z) as set forth in the applicable subsection of ‎Section 7.01 Section 5.01 of the Company Disclosure Schedule) , as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), or as required by applicable Law or Order, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice and and, to the extent consistent with the foregoing, use its commercially reasonable efforts to (i) preserve intact its present business organization, goodwill and reputation, (ii) maintain preserve in effect all necessary Permits, (iii) keep available the services of material respects its directors, Officers and Key Employees on commercially reasonable terms (provided that neither the Company nor any Subsidiary shall be obligated to pay any director, officer or Key Employee compensation beyond compensation paid in the ordinary course of business to retain such individual) and (iv) maintain satisfactory relationships with its customers, lenders, suppliers suppliers, licensors, licensees, distributors and others having material business relationships with itit and with Governmental Authorities with jurisdiction over the Company’s operations and (iii) keep available its current officers and key employees. Without In addition, without limiting the generality of the foregoing, during the Pre-Closing Period, except as required by Applicable Law, as expressly permitted contemplated by this Agreement or Agreement, as set forth in the applicable subsection of ‎Section 7.01 Section 5.01 of the Company Disclosure Schedule, during the period from the date hereof until the Effective Timeas consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law or Order, the Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Parent in each instance (other than with respect to clauses ‎(a), ‎(b), ‎(c) or (l) below, such consent not to be unreasonably withheld, conditioned or delayed)::

Conduct of the Company. During the period from From the date hereof until the earlier of the Parent Merger Effective TimeTime or the termination of this Agreement in accordance with ARTICLE 10 (the “Pre-Closing Period”), ((w) except as expressly contemplated by this Agreement, (x) with the prior written consent of Parent, (y) as may be required by Applicable Law or (z) as set forth in the applicable subsection of ‎Section Section 7.01 of the Company Disclosure Schedule) , as consented to in writing by the Investors (such consent not to be unreasonably withheld, conditioned or delayed), or as required by applicable Law or Order, the Company shall, and shall cause each of its Subsidiaries Company Subsidiary, including, without limitation, Parent, to, conduct its business in the ordinary course consistent with past practice and and, to the extent consistent with the foregoing, use its commercially reasonable efforts to (i) preserve intact its present business organization, goodwill and reputation, (ii) maintain preserve in effect all necessary Permits, (iii) keep available the services of material respects its directors, Officers and Key Employees on commercially reasonable terms (provided that neither the Company nor any Subsidiary shall be obligated to pay any director, officer or Key Employee compensation beyond compensation paid in the ordinary course of business to retain such individual) and (iv) maintain satisfactory relationships with its customers, lenders, suppliers suppliers, licensors, licensees, distributors and others having material business relationships with itit and with Governmental Authorities with jurisdiction over the Company’s operations and (iii) keep available its current officers and key employees. Without In addition, without limiting the generality of the foregoing, during the Pre-Closing Period, except as required by Applicable Law, as expressly permitted contemplated by this Agreement or Agreement, as set forth in the applicable subsection of ‎Section Section 7.01 of the Company Disclosure Schedule, during as consented to in writing by the period from the date hereof until the Effective TimeInvestors (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law or Order, the Company shall not, nor shall it permit any of its Subsidiaries toCompany Subsidiary, including, without the prior written consent of Parent in each instance (other than with respect to clauses ‎(a)limitation, ‎(b)Parent, ‎(c) or (l) below, such consent not to be unreasonably withheld, conditioned or delayed):to:

Conduct of the Company. During the period from From the date hereof of this Agreement until the earlier of the Effective TimeTime or the termination of this Agreement in accordance with ARTICLE 9 (the “Pre-Closing Period”), ((w) except as expressly contemplated by this Agreement, (x) with the prior written consent of Parent, (y) as may be required by Applicable Law or (z) as set forth in the applicable subsection of ‎Section 7.01 Section 5.01 of the Company Disclosure Schedule) Letter, as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), or as required by applicable Law or Order, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice and and, to the extent consistent with the foregoing, use its commercially reasonable efforts to (i) preserve intact its present business organization, goodwill and reputation, (ii) maintain preserve in effect all necessary Permits, (iii) keep available the services of material respects its directors, Officers and Key Employees on commercially reasonable terms (provided that neither the Company nor any Subsidiary shall be obligated to pay any director, officer or Key Employee compensation beyond compensation paid in the ordinary course of business to retain such individual) and (iv) maintain satisfactory relationships with its customers, lenders, suppliers suppliers, licensors, licensees, distributors and others having material business relationships with itit and with Governmental Authorities with jurisdiction over the Company’s operations and (iii) keep available its current officers and key employees. Without In addition, without limiting the generality of the foregoing, during the Pre-Closing Period, except as required by Applicable Law, as expressly permitted contemplated by this Agreement or Agreement, as set forth in the applicable subsection of ‎Section 7.01 Section 5.01 of the Company Disclosure ScheduleLetter, during the period from the date hereof until the Effective Timeas consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law or Order, the Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Parent in each instance (other than with respect to clauses ‎(a), ‎(b), ‎(c) or (l) below, such consent not to be unreasonably withheld, conditioned or delayed)::

Conduct of the Company. During the period from From the date hereof until the Effective Timeearlier of the Scheme Implementation Date or the termination of this Agreement in accordance with Article 9 (the “Pre-Closing Period”), ((w) except as expressly contemplated by this Agreement, (x) with the prior written consent of Parent, (y) as may be required by Applicable Law or (z) as set forth in the applicable subsection of ‎Section 7.01 Section 5.01 of the Company Disclosure Schedule) , as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), or as required by applicable Law or Order, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice and and, to the extent consistent with the foregoing, use its commercially reasonable efforts to (i) preserve intact its present business organization, goodwill and reputation, (ii) maintain preserve in effect all necessary Permits, (iii) keep available the services of material respects its directors, Officers and Key Employees on commercially reasonable terms (provided that neither the Company nor any Subsidiary shall be obligated to pay any director, officer or Key Employee compensation beyond compensation paid in the ordinary course of business to retain such individual) and (iv) maintain satisfactory relationships with its customers, lenders, suppliers suppliers, licensors, licensees, distributors and others having material business relationships with itit and with Governmental Authorities with jurisdiction over the Company’s operations and (iii) keep available its current officers and key employees. Without In addition, without limiting the generality of the foregoing, during the Pre-Closing Period, except as required by Applicable Law, as expressly permitted contemplated by this Agreement or Agreement, as set forth in the applicable subsection of ‎Section 7.01 Section 5.01 of the Company Disclosure Schedule, during the period from the date hereof until the Effective Timeas consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law or Order, the Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Parent in each instance (other than with respect to clauses ‎(a), ‎(b), ‎(c) or (l) below, such consent not to be unreasonably withheld, conditioned or delayed)::

Conduct of the Company. During the period from From the date hereof of this Agreement until the Effective Time, ((w) except as expressly contemplated by this Agreement, (x) with the prior written consent of Parent, (y) as may be required by Applicable Law or (z) as set forth in the applicable subsection of ‎Section 7.01 Section 6.01 of the Company Disclosure Schedule) Letter, as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), or as required by applicable Law or Order, the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable efforts to conduct its business in the ordinary course consistent with past practice and use practice, including by using its commercially reasonable efforts to (i) preserve intact its present business organization, goodwill and reputation and (ii) maintain in effect all necessary Permits, (iii) keep available the services of generally its directors, Officers and Key Employees on commercially reasonable terms (provided that neither the Company nor any Subsidiary shall be obligated to pay any director, officer or Key Employee compensation beyond compensation paid in the ordinary course of business to retain such individual) and (iv) maintain satisfactory relationships with its customers, lenders, suppliers and others having material business relationships with itit and with Governmental Authorities with jurisdiction over the Company’s operations and (iii) maintain its existing insurance policies or enter into replacement policies reasonably comparable in amount and scope to the insurance now carried by the Company and its Subsidiaries. Without limiting the generality of the foregoing, from the date of this Agreement until the Effective Time, except as required by Applicable Law, as expressly permitted contemplated by this Agreement or Agreement, as set forth in the applicable subsection of ‎Section 7.01 Section 6.01 of the Company Disclosure ScheduleLetter, during the period from the date hereof until the Effective Timeas consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law or Order, the Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Parent in each instance (other than with respect to clauses ‎(a), ‎(b), ‎(c) or (l) below, such consent not to be unreasonably withheld, conditioned or delayed)::

Conduct of the Company. During (a) From and after the period from the date hereof Original Agreement Date until the earlier of the Effective TimeTime or the date, if any, on which this Agreement is terminated pursuant to Section 7.1 (the “Termination Date”), and except (i) as may be required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company or any of its Subsidiaries, ((w) except as expressly contemplated by this Agreement, (xii) with the prior written consent of Parent, Parent (y) as may be required by Applicable Law or (z) as set forth in the applicable subsection of ‎Section 7.01 of the Company Disclosure Schedule) the Company shall, and shall cause each of its Subsidiaries to, conduct its business 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 necessary Permits, (iii) keep available the services of its directors, Officers and Key Employees on commercially reasonable terms (provided that neither the Company nor any Subsidiary shall be obligated to pay any director, officer or Key Employee compensation beyond compensation paid in the ordinary course of business to retain such individual) and (iv) maintain satisfactory relationships with its customers, lenders, suppliers and others having material business relationships with it. Without limiting the generality of the foregoing, except as required by Applicable Law, as expressly permitted by this Agreement or as set forth in the applicable subsection of ‎Section 7.01 of the Company Disclosure Schedule, during the period from the date hereof until the Effective Time, the Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Parent in each instance (other than with respect to clauses ‎(a), ‎(b), ‎(c) or (l) below, such consent not to be unreasonably withheldconditioned, conditioned withheld or delayed):), (iii) as may be expressly contemplated or required by this Agreement, (iv) in connection with a Company COVID Action or (v) as set forth in Section 5.1 of the Company Disclosure Letter, the Company covenants and agrees that it shall use commercially reasonable efforts to conduct the business of the Company and its Subsidiaries in all material respects in the Ordinary Course of Business, and shall use commercially reasonable efforts to preserve intact their present lines of business, and to maintain their rights, franchises and Company Permits; provided that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision. Notwithstanding the foregoing, the Company and its Subsidiaries shall be permitted to take, and nothing in this Agreement shall prohibit the Company or its Subsidiaries from taking, any Company COVID Action. 40

Conduct of the Company. During the period from the date hereof until the Effective Time, ((w) except as expressly contemplated by this Agreement, (x) with the prior written consent of Parent, (y) as may be required by Applicable Law or (z) as set forth in the applicable subsection of ‎Section Section 7.01 of the Company Disclosure Schedule) the Company shall, and shall cause each of its Subsidiaries to, conduct its business 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 necessary Permits, (iii) keep available the services of its directors, Officers and Key Employees on commercially reasonable terms (provided that neither the Company nor any Subsidiary shall be obligated to pay any director, officer or Key Employee compensation beyond compensation paid in the ordinary course of business to retain such individual) and (iv) maintain satisfactory relationships with its customers, lenders, suppliers and others having material business relationships with it. Without limiting the generality of the foregoing, except as required by Applicable Law, as expressly permitted by this Agreement or as set forth in the applicable subsection of ‎Section Section 7.01 of the Company Disclosure Schedule, during the period from the date hereof until the Effective Time, the Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Parent in each instance (other than with respect to clauses ‎(a(a), ‎(b(b), ‎(c(c) or (l) below, such consent not to be unreasonably withheld, conditioned or delayed):