Common use of Acquiror Conduct of Business Clause in Contracts

Acquiror Conduct of Business. (a) During the Interim Period, Acquiror shall, and shall cause Merger Sub to, except as expressly required or permitted by this Agreement or any Ancillary Agreement to which Acquiror or Merger Sub is a party (including as contemplated by the PIPE Investment and as necessary to effect the Domestication), as required by Law or as consented to by the Company in writing (which consent shall not be unreasonably withheld, conditioned or delayed), use reasonable best efforts to operate its business in the ordinary course and consistent with past practice. Without limiting the generality of the foregoing, Acquiror shall not, and shall cause Merger Sub not to, except (w) as otherwise expressly required or permitted by this Agreement or any Ancillary Agreement (including as contemplated by the PIPE Investment and as necessary to effect the Domestication), (x) as required by Law, (y) as consented to by the Company in writing (which consent with respect to clauses (iii), (v), (vi), (vii) and (viii) (to the extent relating to the foregoing items) of this Section 8.5(a) shall not be unreasonably withheld, conditioned or delayed) or (z) as set forth in Section 8.5(a) of the Acquiror Disclosure Letter:

Acquiror Conduct of Business. (a) During the Interim Period, Acquiror shall, and shall cause Merger Sub to, except as expressly required or permitted explicitly contemplated by this Agreement or any Ancillary Agreement to which Acquiror or Merger Sub is a party (including as contemplated by any of the Subscription Agreements or in connection with the PIPE Investment and as necessary to effect or Domestication) or the Domestication)Ancillary Agreements, as required by Law or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld, conditioned delayed or delayeddenied), use reasonable best efforts to operate its business in the ordinary course and consistent with past practicepractice (which shall include actions (or inactions) required to comply with any quarantine, “shelter in place,” “stay at home,” social distancing, shut down, closure, sequester or similar Law, order, directive or guidelines promulgated by any Governmental Authority in connection with or in response to COVID-19). Without limiting the generality of the foregoing, Acquiror shall not, and shall cause Merger Sub not to, except (w) as otherwise expressly required or permitted explicitly contemplated by this Agreement or any Ancillary Agreement (including as contemplated by any of the Subscription Agreements or in connection with the PIPE Investment and as necessary to effect or Domestication) or the Domestication)Ancillary Agreements, (x) as required by Law, (y) Law or as consented to by the Company in writing (which consent with respect to clauses (iii), (v), (vi), (vii) and (viii) (to the extent relating to the foregoing items) of this Section 8.5(a) shall not be unreasonably conditioned, withheld, conditioned delayed or delayed) or (z) as set forth in Section 8.5(a) of the denied), Acquiror Disclosure Lettershall not, and Acquiror shall cause Merger Sub not to:

Acquiror Conduct of Business. (a) During the Interim Period, except as set forth on Section 7.5(a) of the Acquiror Disclosure Letter, Acquiror shall, and shall cause Merger Sub to, except as expressly required or permitted by Law, as contemplated by this Agreement or any Ancillary Agreement to which Acquiror or Merger Sub is a party (including as contemplated by the Backstop Commitment, the Forward Purchase Commitment and any PIPE Investment and as necessary to effect or in connection with the Domestication), as required by Law in connection with the Domestication or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld, conditioned delayed or delayeddenied), use reasonable best efforts to operate its business in the ordinary course and consistent with past practice. Without limiting the generality of the foregoing, Acquiror shall not, and shall cause Merger Sub not to, except (w) as otherwise expressly required or permitted by this Agreement or any Ancillary Agreement (including as contemplated by the PIPE Investment and as necessary to effect the Domestication), (x) as required by Law, (y) as consented to by the Company in writing (which consent with respect to clauses (iii), (v), (vi), (vii) and (viii) (to the extent relating to the foregoing items) of this Section 8.5(a) shall not be unreasonably conditioned, withheld, conditioned delayed or delayeddenied), Acquiror shall not, and Acquiror shall cause Merger Sub not to, except as otherwise contemplated by this Agreement (including as contemplated by the Backstop Commitment, the Forward Purchase Commitment or any PIPE Investment or in connection with the Domestication) or (z) the Ancillary Agreements or as set forth in Section 8.5(a) of the Acquiror Disclosure Letterrequired by Law:

Acquiror Conduct of Business. (a) During the Interim Period, Acquiror shall, and shall cause Merger Sub to, except as expressly required or permitted contemplated by this Agreement or any the Ancillary Agreement to which Acquiror or Merger Sub is a party Agreements (including as contemplated by the PIPE Investment and as necessary to effect or in connection with the Domestication), as required by Law (including COVID-19 Measures), or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld, conditioned delayed or delayeddenied), use commercially reasonable best efforts to (x) operate its business in the ordinary course and consistent with past practice. Without limiting the generality of the foregoing, Acquiror shall not, and shall cause Merger Sub not to, except (w) as otherwise expressly required or permitted by this Agreement or any Ancillary Agreement (including as contemplated by the PIPE Investment and as necessary to effect the Domestication), (x) as required by Law, (y) preserve intact the Acquiror’s present business organization, retain Acquiror’s current officers, and preserve Acquiror’s relationships with its shareholders and other business relationships, provided, however, that no action or inaction by Acquiror or Merger Sub with respect to matters specifically addressed by Section 7.5(a)(i) through (ix) shall be deemed a breach of the foregoing unless such action or inaction would constitute a breach of such specific provision of Section 7.5(a)(i) through (ix). Except as consented to by the Company in writing (which consent with respect to clauses (iii), (v), (vi), (vii) and (viii) (to the extent relating to the foregoing items) of this Section 8.5(a) shall not be unreasonably conditioned, withheld, conditioned delayed or delayeddenied), Acquiror shall not, and Acquiror shall cause Merger Sub not to, except as otherwise contemplated by this Agreement (including as contemplated by the PIPE Investment or in connection with the Domestication) or the Ancillary Agreements or as required by Law (z) as set forth in Section 8.5(a) of the Acquiror Disclosure Letter:including COVID-19 Measures):

Acquiror Conduct of Business. (a) During the Interim Period, Acquiror shall, and shall cause its Subsidiaries, including Merger Sub Sub, to, except otherwise as expressly required or permitted contemplated by this Agreement or any Ancillary Agreement to which Acquiror or Merger Sub is a party (including as contemplated by Section 7.11, the PIPE Investment and as necessary to effect Investment, the Forward Purchase Transaction or in connection with the Domestication), as required by Law the Ancillary Agreements, or the Milk Equity Purchase Agreement and the transaction contemplated hereby and thereby or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld, conditioned delayed or delayeddenied), use reasonable best efforts to operate its business in the ordinary course and consistent with past practice. Without limiting the generality of the foregoing, Acquiror shall not, and shall cause Merger Sub not to, except (w) as otherwise expressly required or permitted by this Agreement or any Ancillary Agreement (including as contemplated by the PIPE Investment and as necessary to effect the Domestication), (x) as required by Law, (y) as consented to by the Company in writing (which consent with respect to clauses (iii), (v), (vi), (vii) and (viii) (to the extent relating to the foregoing items) of this Section 8.5(a) shall not be unreasonably conditioned, withheld, conditioned delayed or delayed) denied), Acquiror shall not, and Acquiror shall cause its Subsidiaries, including Merger Sub, not to, except as otherwise contemplated by this Agreement (including as contemplated by the PIPE Investment, the Forward Purchase Transaction or (z) in connection with the Domestication), the Ancillary Agreements, the Milk Equity Purchase Agreement and the transaction contemplated hereby and thereby or as set forth in Section 8.5(a) of the Acquiror Disclosure Letterrequired by Law:

Acquiror Conduct of Business. (a) During the Interim Period, except as set forth on Section 7.5(a) of the Acquiror Disclosure Letter or as reasonably necessary or advisable in connection with the Acquiror’s actions to resolve the Warrant Accounting Issue, Acquiror shall, and shall cause Merger Sub to, except as expressly required or permitted by Law, as contemplated by this Agreement or any Ancillary Agreement to which Acquiror or Merger Sub is a party (including as contemplated by the PIPE Investment and as necessary to effect the DomesticationInvestment), as required by Law in connection with the Domestication or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld, conditioned delayed or delayeddenied), use reasonable best efforts to operate its business in the ordinary course and consistent with past practice. Without limiting the generality of the foregoing, Acquiror shall not, and shall cause Merger Sub not to, except (w) as otherwise expressly required or permitted by this Agreement or any Ancillary Agreement (including as contemplated by the PIPE Investment and as necessary to effect the Domestication), (x) as required by Law, (y) as consented to by the Company in writing (which consent with respect to clauses (iii), (v), (vi), (vii) and (viii) (to the extent relating to the foregoing items) of this Section 8.5(a) shall not be unreasonably conditioned, withheld, conditioned delayed or delayeddenied), Acquiror shall not, and Acquiror shall cause Merger Sub not to, except as otherwise contemplated by this Agreement (including as contemplated by the PIPE Investment or in connection with the Domestication) or (z) the Ancillary Agreements or as set forth in Section 8.5(a) of the Acquiror Disclosure Letterrequired by Law:

Acquiror Conduct of Business. (a) During From and after the Interim Perioddate of this Agreement until the earlier of the Closing or the termination of this Agreement, Acquiror shall, and shall cause Merger Sub to, except as expressly required or permitted contemplated by this Agreement or any Ancillary Agreement to which Acquiror or Merger Sub is a party (including as contemplated by the PIPE Investment and as necessary to effect or in connection with the Domestication)) or the Ancillary Agreements, as required by Law applicable Law, as set forth on Section 7.5 of the Acquiror Disclosure Letter or as expressly consented to by the Company in writing (which consent shall not be unreasonably withheldconditioned, conditioned withheld or delayed), use reasonable best efforts to operate its business in the ordinary course and consistent with past practice. Without limiting the generality of the foregoing, except as set forth on Section 7.5 of the Acquiror shall not, and shall cause Merger Sub not to, except (w) as otherwise expressly required Disclosure Letter or permitted by this Agreement or any Ancillary Agreement (including as contemplated by the PIPE Investment and as necessary to effect the Domestication), (x) as required by Law, (y) as consented to by the Company in writing (which consent with respect to clauses (iii), (v), (vi), (vii) and (viii) (to the extent relating to the foregoing items) of this Section 8.5(a) shall not be unreasonably withheldconditioned, conditioned withheld or delayeddelayed if such matter is in furtherance of the transactions contemplated by this Agreement), Acquiror shall not, and Acquiror shall cause Merger Sub not to, except as otherwise contemplated by this Agreement (including as contemplated by the PIPE Investment or in connection with the Domestication) or (z) the Ancillary Agreements or as set forth in Section 8.5(a) of the Acquiror Disclosure Letterrequired by Law:

Acquiror Conduct of Business. (a) During the Interim Period, Acquiror shall, and shall cause Merger Sub its Subsidiaries, including the Purchasers to, except as expressly required or permitted otherwise contemplated by this Agreement or any Ancillary Agreement to which Acquiror or Merger Sub is a party (including as contemplated by the Section 7.9, PIPE Investment and as necessary to effect Investment, the Forward Purchase Transaction or in connection with the Domestication), as required by Law the Ancillary Agreements, or the Obagi Merger Agreement and the transaction contemplated hereby and thereby or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld, conditioned delayed or delayeddenied), use reasonable best efforts to operate its business in the ordinary course and consistent with past practice. Without limiting the generality of the foregoing, Acquiror shall not, and shall cause Merger Sub not to, except (w) as otherwise expressly required or permitted by this Agreement or any Ancillary Agreement (including as contemplated by the PIPE Investment and as necessary to effect the Domestication), (x) as required by Law, (y) as consented to by the Company in writing (which consent with respect to clauses (iii), (v), (vi), (vii) and (viii) (to the extent relating to the foregoing items) of this Section 8.5(a) shall not be unreasonably conditioned, withheld, conditioned delayed or delayed) denied), Acquiror shall not, and Acquiror shall cause the Purchasers not to, except as otherwise contemplated by this Agreement (including as contemplated by the PIPE Investment, the Forward Purchase Transaction or (z) in connection with the Domestication), the Ancillary Agreements, the Obagi Merger Agreement and the transaction contemplated hereby and thereby or as set forth in Section 8.5(a) of the Acquiror Disclosure Letterrequired by Law:

Acquiror Conduct of Business. (a) During From the Interim Perioddate of this Agreement through the earlier of the Closing or the termination of this Agreement in accordance with Article XII, Acquiror shall, and shall cause Merger Sub its Subsidiaries to, except as expressly required or permitted otherwise contemplated by this Agreement or any Ancillary Agreement to which Acquiror or Merger Sub is a party (including as contemplated by the PIPE Investment and as necessary to effect the Domestication)Agreement, as required by Law or as consented to by the Company Holder Representatives in writing (which consent shall not be unreasonably withheldconditioned, conditioned withheld or delayed)) or as required by applicable Law, use reasonable best efforts to operate its business in the ordinary course and consistent substantially in accordance with past practice. Without limiting the generality of the foregoing, Acquiror shall not, and shall cause Merger Sub not to, except (wx) as for actions taken in connection with the Acquiror Extension Approval that are expressly permitted or otherwise expressly required or permitted contemplated by this Agreement or any Ancillary Agreement (including as contemplated by the PIPE Investment and as necessary to effect the Domestication), (x) as required by Law, (y) as consented to by the Company Holder Representatives in writing (which consent with respect to clauses (iii), (v), (vi), (vii) and (viii) (to the extent relating to the foregoing items) of this Section 8.5(a) shall not be unreasonably withheldconditioned, conditioned withheld or delayed) or (z) as set forth in Section 8.5(a) ), from the date of this Agreement through the earlier of the Closing or the termination of this Agreement in accordance with Article XII, Acquiror Disclosure Lettershall not, and Acquiror shall cause its Subsidiaries not to, except as otherwise contemplated by this Agreement or as required by applicable Law: