Common use of Conduct of Business by Company Clause in Contracts

Conduct of Business by Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company shall, except to the extent that Parent shall otherwise consent in writing, carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable Legal Requirements, pay its debts and Taxes when due subject to good faith disputes over such debts or Taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees, and (iii) preserve its relationships with customers, suppliers, licensors, licensees, and others with which it has business dealings. In addition, Company will promptly notify Parent of any event that would reasonably be expected to have a Material Adverse Effect on Company. In addition, without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or provided in Part 4.1 of the Company Disclosure Letter, without the prior written consent of Parent, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company shall not do any of the following and shall not permit any Company Subsidiaries to do any of the following:

Conduct of Business by Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company and each of its subsidiaries shall, except to the extent that Parent shall otherwise consent in writing, carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable Legal Requirements, pay its debts and Taxes when due subject to good faith disputes over such debts or Taxes, pay or perform other material obligations when due, and use its commercially all reasonable efforts consistent with past practices and policies to (i) preserve keep intact its present business organization, (ii) keep available the services of its present officers and employees, employees and (iii) preserve maintain its relationships with customers, suppliers, licensors, licensees, and others with which it has business dealings. In addition, Company will promptly notify Parent of any material event that would reasonably be expected to have a Material Adverse Effect on Companyinvolving its business, operations or financial condition. In addition, without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or provided as set forth in Part 4.1 of the Company Disclosure Letter, without the prior written consent of Parent, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, without the prior written consent of Parent, Company shall not do any of the following and shall not permit any Company Subsidiaries its subsidiaries to do any of the following:

Conduct of Business by Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, except as expressly contemplated by this Agreement or except as set forth in Part 4.1 of the Company shall, Disclosure Letter or except to the extent that Parent shall otherwise consent in writingwriting (which consent shall not be unreasonably withheld, delayed or conditioned), Company shall and shall cause each of its Material Subsidiaries to carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted consistent with past practice and in compliance in all material respects with all applicable Legal Requirements, pay its debts and Taxes when due subject to good faith disputes over such debts or Taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees, employees and (iii) preserve its relationships with customers, suppliers, licensors, licensees, and others with which it has business dealings. In addition, Company will promptly notify Parent of any event that would reasonably be expected to have a Material Adverse Effect on Company. In addition, without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or provided in Part 4.1 of the Company Disclosure Letter, without the prior written consent of Parent, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, except as expressly contemplated by this Agreement or except as set forth in Part 4.1 of the Company Disclosure Letter or except to the extent that Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) Company shall not do any of the following and shall not permit any Company Subsidiaries its subsidiaries to do any of the following:

Conduct of Business by Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company and each of its subsidiaries shall, except to the extent that Parent shall otherwise consent in writing, carry on its business business, in all material respects, in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable Legal Requirementslaws and regulations, pay its debts and Taxes taxes when due subject to good faith disputes over such debts or Taxestaxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees, employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has business dealings. In addition, Company will promptly notify Parent of any material event that would reasonably be expected to have a Material Adverse Effect on Companyinvolving its business or operations. In addition, without limiting the generality of the foregoing, except as expressly contemplated permitted by the terms of this Agreement or Agreement, and except as provided in Part 4.1 Article 4 of the Company Disclosure LetterSchedules, without the prior written consent of Parent, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company shall not do any of the following and shall not permit any Company Subsidiaries its subsidiaries to do any of the following:

Conduct of Business by Company. During the period from the date ------------------------------ of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company and each of its subsidiaries shall, except to the extent that Parent shall otherwise consent in writing, carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable Legal Requirementslaws and regulations, pay its debts and Taxes when due subject to good faith disputes over such debts or Taxes, pay or perform other material obligations when due, and use its commercially all reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees, and (iii) preserve its relationships with customers, suppliers, licensors, licensees, and others with which it has business dealings, except as contemplated by the Company Interim Plan and except in each case where the failure to do so would not have a Material Adverse Effect with respect to Company. In addition, during that period Company will promptly notify Parent of any material event that would reasonably be expected to have a Material Adverse Effect on Companyinvolving its business or operations consistent with the agreements contained herein. In addition, without limiting the generality of the foregoing, except as expressly permitted by the terms of this Agreement, and except as contemplated by this Agreement or provided in Part 4.1 of the Company Disclosure Letter, without the prior written consent of ParentParent (which shall not be unreasonably withheld or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company shall not do any of the following and shall not permit any Company Subsidiaries its subsidiaries to do any of the following:

Conduct of Business by Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company and each of its subsidiaries shall, except to the extent that Parent shall otherwise consent in writing, carry on its business business, in all material respects, in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable Legal Requirementslaws and regulations, pay its debts and Taxes taxes when due subject to good faith disputes over such debts or Taxestaxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees, employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has business dealings. In addition, Company will promptly notify Parent of any material event that would reasonably be expected to have a Material Adverse Effect on Companyinvolving its business or operations. In addition, without limiting the generality of the foregoing, except as expressly contemplated permitted by the terms of this Agreement or Agreement, and except as provided in Part 4.1 Article 4 of the Company Disclosure LetterSchedules, without the prior written consent of Parent, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company shall not do any of the following and shall not permit any Company Subsidiaries its subsidiaries to do any of the following:

Conduct of Business by Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company and each of its subsidiaries shall, except (i) as permitted by the terms of this Agreement or except as provided in Section 4.1 of the Company Schedule, or (ii) to the extent that Parent shall otherwise consent in writingwriting (which consent, or refusal thereof, shall not be unreasonably delayed), carry on its business in the usual, regular and ordinary course, course in substantially the same manner as heretofore conducted and in substantial compliance in all material respects with all applicable Legal Requirementslaws and regulations, pay its debts and Taxes taxes when due subject to good faith disputes over such debts or Taxestaxes, pay or perform other material obligations when duedue subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees, and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, licensees and others with which it has significant business dealings. In addition, Company will promptly notify Parent of any material event that would reasonably be expected to have a Material Adverse Effect on Companyinvolving its business or operations occurring outside the ordinary course of business. In addition, without limiting the generality of the foregoing, except as expressly contemplated permitted by the terms of this Agreement or and except as provided in Part Section 4.1 of the Company Disclosure LetterSchedule, without the prior written consent of ParentParent (which consent, or refusal thereof, shall not be unreasonably delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company shall not do any of the following and shall not permit any Company Subsidiaries its subsidiaries to do any of the following:

Conduct of Business by Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company and each of its subsidiaries shall, except (i) as set forth in Section 4.1 of the Company Schedule, (ii) in connection with specific actions that Company is explicitly required to take pursuant to this Agreement or (iii) to the extent that Parent shall otherwise consent in writingwriting (which consent shall not be unreasonably delayed), carry on its business business, in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable Legal Requirementslaws and regulations, pay its debts and Taxes taxes when due subject to good faith disputes over such debts or Taxestaxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees, employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has business dealings. In addition, except (i) in connection with specific actions that Company will promptly notify Parent of any event that would reasonably be expected is explicitly required to have a Material Adverse Effect on Company. In additiontake pursuant to this Agreement, without limiting the generality of the foregoing, except (ii) as expressly contemplated by this Agreement or provided set forth in Part Section 4.1 of the Company Disclosure Letter, without Schedule or (iii) to the prior written extent that Parent shall otherwise consent of Parentin writing (which consent shall not be unreasonably delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company shall not do any of the following and shall not permit any Company Subsidiaries its subsidiaries to do any of the following:

Conduct of Business by Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Appointment Time, Company and each of its subsidiaries shall, except to the extent that Parent shall otherwise consent in writingwriting (which consent, or refusal to grant consent, shall not unreasonably be delayed), carry on its business in the usual, regular and ordinary course, course in substantially the same manner as heretofore conducted and in substantial compliance in all material respects with all applicable Legal Requirementslaws and regulations, pay its debts and Taxes taxes when due subject to good faith disputes over such debts or Taxestaxes, pay or perform other material obligations when duedue subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees, and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, licensees and others with which it has significant business dealings. In addition, Company will promptly notify Parent of any material event that would reasonably be expected to have a Material Adverse Effect on Companyinvolving its business or operations occurring outside the ordinary course of business. In addition, without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or provided in Part 4.1 of the Company Disclosure Letter, without the prior written consent of ParentParent (which consent, or refusal to grant consent, shall not unreasonably be delayed), except as permitted or required by this Agreement and except as provided in Section 4.01 of the Company Schedule, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Appointment Time, Company shall not do any of the following and shall not permit any Company Subsidiaries its subsidiaries to do any of the following:

Conduct of Business by Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company shall, except to the extent that Parent shall otherwise consent in writing, carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable Legal Requirements, pay its debts and Taxes when due subject to good faith disputes over such debts or Taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees, and (iii) preserve its relationships with customers, suppliers, licensors, licensees, and others with which it has business dealings. In addition, Company will promptly notify Parent of any material event that would reasonably be expected to have a Material Adverse Effect on Companyinvolving its business, operations or financial condition. In addition, without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or provided in Part 4.1 of the Company Disclosure Letter, without the prior written consent of Parent, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company shall not do any of the following and shall not permit any Company Subsidiaries to do any of the following:

Conduct of Business by Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company and each of its subsidiaries shall, except to the extent that Parent shall otherwise consent in writing, carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable Legal Requirementslaws and regulations, pay its debts and Taxes when due subject to good faith disputes over such debts or Taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees, employees and (iii) preserve its relationships with customers, suppliers, licensors, licensees, and others with which it has business dealings. In addition, Company will promptly notify Parent of any material adverse event that would reasonably be expected to have a Material Adverse Effect on Companyinvolving its business or operations. In addition, without limiting the generality of the foregoing, except as expressly contemplated permitted by the terms of this Agreement or Agreement, and except as provided in Part Schedule 4.1 of the Company Disclosure Letter, without the prior written consent of Parent, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company shall not do any of the following and shall not permit any Company Subsidiaries its subsidiaries to do any of the following:

Conduct of Business by Company. During the period from ------------------------------ the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Appointment Time, Company and each of its subsidiaries shall, except to the extent that Parent shall otherwise consent in writingwriting and except as provided in Part 5.1 of Parent Disclosure Letter, carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted course and in compliance in all material respects with all applicable Legal Requirementslaws and regulations, pay its debts and Taxes when due subject to good faith disputes over such debts or Taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees, employees and (iii) preserve its relationships with customers, suppliers, licensors, licensees, licensees and others with which it has business dealings. In addition, during that period Company will promptly notify Parent of any material event that would reasonably be expected to have a Material Adverse Effect on Companyinvolving its business or operations consistent with the agreements contained herein. In addition, without limiting the generality of the foregoing, except as expressly permitted by the terms of this Agreement, and except as contemplated by this Agreement or provided in Part 4.1 Schedule 5.1 of the Company Disclosure Letter, without the prior written consent of Parent, Parent during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Appointment Time, Company shall not do any of the following and shall not permit any Company Subsidiaries its subsidiaries to do any of the following:: (a) Waive any stock repurchase rights, accelerate, amend or change the period of exercisability of options or restricted stock, reprice options granted under any employee, consultant, director or other stock plans or authorize cash payments in exchange for any options granted under any of such plans;

Conduct of Business by Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company shall, except to the extent that Parent shall otherwise consent in writing, carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable Legal Requirements, pay its debts and Taxes when due subject to good faith disputes over such debts or Taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees, and (iii) preserve its relationships with customers, suppliers, licensors, licensees, and others with which it has business dealings. In addition, Company will promptly notify Parent of any material event that would reasonably be expected to have a Material Adverse Effect on Companyinvolving its business, operations or financial condition. In addition, without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or provided in Part 4.1 of the Company Disclosure Letter, without the prior written consent of Parent, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company shall not do any of the following and shall not permit any Company Subsidiaries its subsidiaries to do any of the following:

Conduct of Business by Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company and each of its subsidiaries shall, except to the extent that Parent shall otherwise consent in writing, carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable Legal Requirementslaws and regulations, pay its debts and Taxes when due subject to good faith disputes over such debts or Taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees, employees and (iii) preserve its relationships with customers, suppliers, licensors, licensees, and others with which it has business dealings. In addition, during that period Company will promptly notify Parent of any material event that would reasonably be expected to have a Material Adverse Effect on Companyinvolving its business or operations consistent with the agreements contained herein. In addition, without limiting the generality of the foregoing, except as expressly permitted by the terms of this Agreement, and except as contemplated by this Agreement or provided in Part Schedule 4.1 of the Company Disclosure Letter, without the prior written consent of Parent, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company shall not do any of the following and shall not permit any Company Subsidiaries its subsidiaries to do any of the following:

Conduct of Business by Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company and each of its subsidiaries shall, except to the extent that Parent shall otherwise consent in writing, carry on its business business, in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable Legal Requirementslaws and regulations, pay its debts and Taxes taxes when due subject to good faith disputes over such debts or Taxestaxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees, employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. In addition, Company will promptly notify in writing Parent of any material adverse event that would reasonably be expected to have a Material Adverse Effect on Companyinvolving its business or operations. In addition, without limiting the generality of the foregoing, except as expressly contemplated permitted by the terms of this Agreement or Agreement, and except as provided in Part Section 4.1 of the Company Disclosure LetterSchedule and as contemplated by Section 5.8(d) of the Parent Schedule, without the prior written consent of Parent, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company shall not do any of the following and shall not permit any Company Subsidiaries its subsidiaries to do any of the following:

Conduct of Business by Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company and each of its subsidiaries shall, except to the extent that Parent shall otherwise consent in writingwriting (which consent shall not be unreasonably withheld), carry on its business in the usual, regular and ordinary course, course in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable Legal Requirements, pay its debts Liabilities (including the costs and expenses associated with this Agreement and the Transactions) and Taxes when due (subject to good faith disputes over such debts Liabilities or Taxes), pay or perform its other material obligations when due, maintain insurance in amounts and against risks and losses consistent with insurance maintained as by the Company and its subsidiaries as of the date of this Agreement, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees, and (iii) preserve its relationships with customers, suppliers, distributors, consultants, licensors, licensees, licensees and others with which it has significant business dealings. In addition, the Company will shall promptly notify Parent of any material event that would reasonably be expected to have involving its business or operations occurring outside the ordinary course of business, including but not limited to, prompt written notice of a Material Adverse Effect on Companypotential or proposed Special IP Transaction (as defined below) or any negotiation by the Company relating thereto. In addition, without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or provided in Part 4.1 of the Company Disclosure Letter, without the prior written consent of Parent, except as specifically permitted or required by this Agreement and except as provided in SECTION 4.1 of the Company Schedule, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company shall not do any of the following not, and shall not permit any Company Subsidiaries to its subsidiaries to, do any of the following:

Conduct of Business by Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Appointment Time, Company and each of its subsidiaries shall, except to the extent that Parent shall otherwise consent in writingwriting and except as provided in Part 5.1 of Parent Disclosure Letter, carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted course and in compliance in all material respects with all applicable Legal Requirementslaws and regulations, pay its debts and Taxes when due subject to good faith disputes over such debts or Taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees, employees and (iii) preserve its relationships with customers, suppliers, licensors, licensees, licensees and others with which it has business dealings. In addition, during that period Company will promptly notify Parent of any material event that would reasonably be expected to have a Material Adverse Effect on Companyinvolving its business or operations consistent with the agreements contained herein. In addition, without limiting the generality of the foregoing, except as expressly permitted by the terms of this Agreement, and except as contemplated by this Agreement or provided in Part 4.1 Schedule 5.1 of the Company Disclosure Letter, without the prior written consent of Parent, Parent during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Appointment Time, Company shall not do any of the following and shall not permit any Company Subsidiaries its subsidiaries to do any of the following:

Conduct of Business by Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company shall, except to the extent that Parent Purchaser shall otherwise consent in writing, carry on its business business, in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable Legal Requirementslaws and regulations, pay its debts and Taxes taxes when due subject to good faith disputes over such debts or Taxestaxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees, employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. In addition, Company will promptly notify Parent of any event that would reasonably be expected to have a Material Adverse Effect on Company. In addition, without limiting the generality of the foregoing, except as expressly permitted by the terms of this Agreement, and the transactions contemplated by this Agreement or hereby, and except as provided in Part 4.1 of the Company Disclosure LetterSECTION 5.1 OF THE DISCLOSURE SCHEDULE, without the prior written consent of ParentPurchaser, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company shall not, and with respect to Section (a) below, Parent shall not do permit the Company or any of the following and shall not permit any Company Subsidiaries to Company's subsidiaries to, do any of the following:

Conduct of Business by Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company and each of its subsidiaries shall, except to the extent that Parent shall otherwise consent in writing, carry on its business in the usual, regular and ordinary course, course in substantially the same manner as heretofore conducted and in substantial compliance in all material respects with all applicable Legal Requirementslaws and regulations, pay its debts and Taxes taxes when due subject to good faith disputes over such debts or Taxestaxes, pay or perform other material obligations when duedue subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees, and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, licensees and others with which it has significant business dealings. In addition, Company will promptly notify Parent of any material event that would reasonably be expected to have a Material Adverse Effect on Companyinvolving its business or operations occurring outside the ordinary course of business. In addition, without limiting the generality of the foregoing, except as expressly contemplated permitted by the terms of this Agreement or provided in Part 4.1 of the Company Disclosure LetterAgreement, without the prior written consent of Parent, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company shall not do any of the following and shall not permit any Company Subsidiaries its subsidiaries to do any of the following: