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 with all applicable laws 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 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 involving its business or operations. In addition, except as permitted by the terms of this Agreement, and except as provided in Section 4.1 of the Company 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:

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 with all applicable laws 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 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 involving its business or operations. In addition, except as expressly permitted by the terms of this Agreement, Agreement and except as provided in set forth on Section 4.1 of the Company ScheduleSchedule(1), without the prior written consent of Parent, during ----------- 1 Will include parameters of agreed upon stay bonus program. 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 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 Closing Time, the Company shall, except to the extent that Parent and each of its Subsidiaries shall otherwise consent in writing, carry on its business, business in the usual, regular and ordinary course, course in substantially the same manner as heretofore conducted and in material compliance with all applicable laws 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 and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, licensees and others with which it has significant business dealings. In addition, the Company will promptly notify Parent the Buyer of any material event involving its business or operationsoperations occurring outside the ordinary course of business. In addition, except as permitted by the terms of this Agreement, and except as provided disclosed in Section 4.1 5.1 of the Company ScheduleDisclosure Letter, without the prior written consent of Parentthe Buyer, 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 Closing Time, the Company shall not do any of the following and shall not permit 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 Closing Time, the Company shall, except to the extent that Parent and each of its Subsidiaries shall otherwise consent in writing, carry on its business, business in the usual, regular and 31 ordinary course, course in substantially the same manner as heretofore conducted and in material compliance with all applicable laws 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 and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, licensees and others with which it has significant business dealings. In addition, the Company will promptly notify Parent the Buyer of any material event involving its business or operationsoperations occurring outside the ordinary course of business. In addition, except as permitted by the terms of this Agreement, and except as provided disclosed in Section 4.1 5.1 of the Company ScheduleDisclosure Letter, without the prior written consent of Parentthe Buyer, 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 Closing Time, the Company shall not do any of the following and shall not permit its Subsidiaries to do any of the following: