Common use of Conduct of Business by Parent Pending the Closing Clause in Contracts

Conduct of Business by Parent Pending the Closing. Parent agrees that, between the date of this Agreement and the Effective Time, except (i) as set forth in Section 6.02 of the Parent Disclosure Schedule, (ii) for any actions taken by Parent relating to any other acquisitions or business combinations (including, without limitation, the Nectarine Merger) or (iii) as expressly contemplated by any other provision of this Agreement, unless the Company shall otherwise agree in writing, (x) the respective businesses of Parent and the Parent Subsidiaries shall be conducted only in, and Parent and the Parent Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice and (y) Parent shall use all reasonable efforts to keep available the services of such of the current officers, significant employees and consultants of Parent and the Parent Subsidiaries and to preserve the current relationships of Parent and the Parent Subsidiaries with such of the corporate partners, customers, suppliers and other persons with which Parent or any Parent Subsidiary has significant business relations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except (i) as set forth in Section 6.02 of the Parent Disclosure Schedule, (ii) for any actions taken by Parent relating to any other acquisitions or business combinations (including, without limitation, the Nectarine Merger) or (iii) as expressly contemplated by any other provision of this Agreement, neither Parent nor any Parent Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, any of the following without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed:

Conduct of Business by Parent Pending the Closing. Parent agrees that, between the date of this Agreement and the Effective Time, except (i) as set forth in Section 6.02 of the Parent Disclosure Schedule, (ii) for any actions taken by Parent relating to any other acquisitions or business combinations (including, without limitation, the Nectarine RCA Merger) or (iii) as expressly contemplated by any other provision of this Agreement, unless the Company shall otherwise agree in writing, (x) the respective businesses of Parent and the Parent Subsidiaries shall be conducted only in, and Parent and the Parent Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice and (y) Parent shall use all reasonable efforts to keep available the services of such of the current officers, significant employees and consultants of Parent and the Parent Subsidiaries and to preserve the current relationships of Parent and the Parent Subsidiaries with such of the corporate partners, customers, suppliers and other persons with which Parent or any Parent Subsidiary has significant business relations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except (i) as set forth in Section 6.02 of the Parent Disclosure Schedule, (ii) for any actions taken by Parent relating to any other acquisitions or business combinations (including, without limitation, the Nectarine RCA Merger) or (iii) as expressly contemplated by any other provision of this Agreement, neither Parent nor any Parent Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, any of the following without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed:

Conduct of Business by Parent Pending the Closing. Parent agrees that, that between the date of this Agreement and the First Merger Effective TimeTime or the date, if any, on which this Agreement is terminated in accordance with Article VIII, except (ia) as set forth in Section 6.02 5.2 of the Parent Disclosure ScheduleLetter, (ii) for any actions taken by Parent relating to any other acquisitions or business combinations (including, without limitation, the Nectarine Merger) or (iiib) as expressly contemplated by any other provision of required or permitted pursuant to this Agreement, unless (c) to the extent otherwise required by Law or (d) as consented to in writing by the Company (which consent shall otherwise agree in writingnot be unreasonably withheld, delayed or conditioned), Parent (x) the respective businesses of Parent shall and shall cause the Parent Subsidiaries shall be conducted only into, and Parent and the Parent Subsidiaries shall not take any action except in, conduct its business in all material respects in the ordinary course of business and in a manner consistent with past practice and (y) Parent shall use all its commercially reasonable efforts to keep available (A) preserve intact in all material respects its current business organization, goodwill, ongoing businesses and significant relationships with third parties, and (B) maintain the services qualification of such Parent as a REIT. Without limiting the generality of the current officersforegoing, significant employees and consultants of Parent and the Parent Subsidiaries and to preserve the current relationships of Parent and the Parent Subsidiaries with such of the corporate partners, customers, suppliers and other persons with which Parent or any Parent Subsidiary has significant business relations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except (i) as set forth in Section 6.02 of the Parent Disclosure Schedule, (ii) for any actions taken by Parent relating to any other acquisitions or business combinations (including, without limitation, the Nectarine Merger) or (iii) as expressly contemplated by any other provision of this Agreement, neither Parent nor any Parent Subsidiary shall, agrees that between the date of this Agreement and the First Merger Effective TimeTime or the date, directly or indirectlyif any, doon which this Agreement is terminated in accordance with Article VIII, or agree to do, any except (a) as set forth in Section 5.2 of the following without Parent Disclosure Letter, (b) as expressly required or permitted pursuant to this Agreement, (c) to the prior written consent of extent otherwise required by Law or (d) as consented to in writing by the Company, Company (which consent shall not be unreasonably withheld withheld, conditioned or delayed) Parent shall not, and shall not permit any Parent Subsidiary to:

Conduct of Business by Parent Pending the Closing. Parent agrees that, between Between the date of this Agreement and the earlier of the Effective TimeTime and the termination of this Agreement in accordance with Article 7, except (i) as set forth in Section 6.02 of the Parent Disclosure Schedule, (ii1) for any actions taken by Parent relating to any other acquisitions or business combinations Permitted Action, (including, without limitation, the Nectarine Merger) or (iii2) as required by Law or Order, (3) for any action taken to comply with any COVID-19 Measures, (4) as otherwise expressly contemplated by any other provision of this Agreement, unless or (5) with the prior written consent of the Company shall otherwise agree in writing(not to be unreasonably withheld, (x) the respective businesses of conditioned or delayed), Parent and the Parent Subsidiaries shall be conducted only inwill, and Parent and the Parent will cause each of its Subsidiaries shall not take any action except in, (i) to conduct its operations in all material respects in the ordinary course of business consistent with past practice business, and (yii) Parent shall to use all commercially reasonable efforts to keep available the services of such of the current officers, significant employees and consultants of Parent and the Parent each of its Subsidiaries and to preserve the goodwill and current relationships of Parent and the Parent each of its Subsidiaries with such of the corporate partners, customers, suppliers and other persons Persons with which Parent or any Parent Subsidiary of its Subsidiaries has significant business relations in order to preserve substantially intact its business organizationrelations. By way of amplification and not limitationWithout limiting the foregoing, except (i) as set forth in Section 6.02 of the Parent Disclosure Schedule, (iiw) for any actions Permitted Action, (x) as required by Law or Order, (y) for any action taken by Parent relating to comply with any other acquisitions or business combinations (including, without limitation, the Nectarine Merger) COVID-19 Measures or (iiiz) as otherwise expressly contemplated by any other provision of this Agreement, neither Parent nor shall not, and shall not permit any Parent Subsidiary shallof its Subsidiaries to, between the date of this Agreement and the earlier of the Effective TimeTime and the termination of this Agreement in accordance with Article 7, directly or indirectly, do, or agree to do, take any of the following actions without the prior written consent of the Company, which consent shall Company (not to be unreasonably withheld withheld, conditioned or delayed:):

Conduct of Business by Parent Pending the Closing. Parent agrees that, between the date of this Agreement and the earlier of the Effective TimeTime or the termination of this Agreement, except (i) as set forth in Section 6.02 7.1 of the Parent Confidential Disclosure Schedule, (ii) for any actions taken Schedule or as specifically required or permitted by Parent relating to any other acquisitions this Agreement or business combinations (including, without limitation, the Nectarine Merger) or (iii) as expressly contemplated required by any other provision of this AgreementLaw, unless the Company shall otherwise agree consent thereto in writing, writing (x) the respective businesses of Parent which consent shall not be unreasonably withheld or delayed and the Parent Subsidiaries shall be conducted only indeemed to have been given by the Company if it does not refuse its consent within three (3) Business Days of its receipt of a request therefore from Parent), Parent shall, and Parent and the Parent shall cause each of its Subsidiaries shall not take any action except into, conduct its operations only in the ordinary and usual course of business consistent with past practice and and, to the extent consistent therewith, shall use its reasonable best efforts to (y) Parent shall use all reasonable efforts to keep available preserve its and each of its Subsidiaries’ business organization and its rights, authorizations, franchises and other authorizations issued by Governmental Entities intact and (z) preserve the services of such goodwill of the current officers, significant employees and consultants customers of Parent and the Parent Subsidiaries and to preserve the current relationships each of Parent and the Parent its Subsidiaries with such of the corporate partners, customers, suppliers and other persons with which Parent or any Parent Subsidiary has significant whom business relations in order to preserve substantially intact its business organizationrelationships exist. By way of amplification and not limitation, except (i) as set forth in Section 6.02 7.1 of the Parent Confidential Disclosure Schedule, (ii) for any actions taken by Parent relating to any other acquisitions Schedule or business combinations (including, without limitation, the Nectarine Merger) as specifically required or (iii) as expressly contemplated permitted by any other provision of this Agreement, neither Parent nor any Parent Subsidiary shallAgreement or required by Law, between the date of this Agreement and the earlier of the Effective TimeTime or the termination of this Agreement, Parent shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, do, or agree to do, any of the following without the prior written consent of the Company, Company (which consent shall not be unreasonably withheld or delayed:delayed and which shall be deemed to have been given by the Company if it does not refuse its consent within three (3) Business Days of its receipt of a request therefor from Parent):

Conduct of Business by Parent Pending the Closing. Parent covenants and agrees that, between the date of this Agreement and the Effective Time, except (i) as set forth in Section 6.02 5.2 of the Parent Disclosure Schedule, (ii) for any actions taken by Parent relating to any other acquisitions Schedules or business combinations (including, without limitation, the Nectarine Merger) or (iii) as expressly contemplated by any other provision of this AgreementAgreement or as required by applicable Law (provided, that if Parent or any member of the Parent Group is required by applicable Law to take an action in conflict with this Section 5.2, Parent will, to the extent permitted by Law, provide the Company with written notice in advance of taking such action), unless the Company shall otherwise agree in writingprovides prior written consent (which consent will not be unreasonably withheld, (x) the respective businesses delayed or conditioned), Parent will conduct and cause each member of Parent and the Parent Subsidiaries shall be conducted only in, and Parent and the Parent Subsidiaries shall not take any action except in, Group to conduct its operations in the ordinary course of business consistent with past practice and (y) Parent shall use all commercially reasonable efforts to keep available the services of such of the current officers, significant employees and consultants of Parent and the Parent Subsidiaries and to preserve the current relationships of Parent and the Parent Subsidiaries with such of the corporate partners, customers, suppliers and other persons with which Parent or any Parent Subsidiary has significant business relations in order to (i) preserve substantially intact its business organization, (ii) keep available the services of its executive officers and key employees on commercially reasonable terms, (iii) maintain in effect all Parent Permits, (iv) remain in compliance in all material respects with the Parent Treasury Restrictions and (v) maintain satisfactory relationships of the Parent Group with any persons with which the Parent Group has material business relations and with Governmental Entities that have jurisdiction over its business and operations. By way of amplification Without limiting the foregoing, and not limitationas an extension thereof, except (i) as set forth in Section 6.02 5.2 of the Parent Disclosure Schedule, (ii) for any actions taken by Parent relating to any other acquisitions Schedule or business combinations (including, without limitation, the Nectarine Merger) or (iii) as expressly contemplated by any other provision of this AgreementAgreement or as required by applicable Law (provided, neither that if Parent nor or any other member of the Parent Subsidiary shallGroup is required by applicable Law to take an action in conflict with this Section 5.2, Parent will, to the extent permitted by Law, provide the Company with written notice in advance of taking such action), Parent will not, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, or permit any other member of the Parent Group to do, or agree to do, any of the following without the prior written consent of the Company, Company (which consent shall will not be unreasonably withheld, delayed or conditioned, except with respect to Section 5.2(a), (b), (d), (e) and (h), which may be granted or withheld or delayed:in the Company’s sole discretion):

Conduct of Business by Parent Pending the Closing. Parent agrees that, between from the date of this Agreement and to the Effective Time, except (i) as set forth in Section 6.02 of the Parent Disclosure Schedulespecifically permitted, (ii) for any actions taken by Parent relating to any other acquisitions required or business combinations (including, without limitation, the Nectarine Merger) or (iii) as expressly contemplated by any other provision of this AgreementAgreement (exclusive of the schedules hereto), unless as specifically set forth in a closing condition in Article VII or with the Company shall otherwise agree in writingCompany's prior written consent (such consent not to be unreasonably withheld), (x) the respective businesses of Parent and the Parent Subsidiaries shall be conducted only inshall, and shall cause each Parent Subsidiary to: (i) conduct its operations only in the Ordinary Course of Business, and the Parent Subsidiaries shall not to take any action except ininconsistent therewith or with this Agreement, the ordinary course of business consistent with past practice and (yii) Parent shall use all its reasonable best efforts to keep available the services of such of the current officers, significant employees and consultants of Parent and the each Parent Subsidiaries Subsidiary (subject to terminations for cause or performance reasons) and to preserve the current relationships of Parent and the each Parent Subsidiaries Subsidiary with such of the corporate partners, their respective customers, suppliers suppliers, distributors, business partners and other persons Persons with which Parent or any Parent Subsidiary has significant business relations in order to preserve substantially intact its business organization. By way of amplification and not limitationrelations, except (i) as set forth in Section 6.02 of the Parent Disclosure Schedule, (ii) for any actions taken by Parent relating to any other acquisitions or business combinations (including, without limitation, the Nectarine Merger) or (iii) use its Best Efforts to have in effect and maintain at all times insurance of the kinds, in the amounts and with the insurers as expressly is in effect as of the date of this Agreement, (iv) keep in working condition and good order and repair all of its assets and other properties, normal wear and tear excepted, and (v) protect Parent's Intellectual Property. Without limiting the foregoing, and as an extension thereof, except as specifically permitted, required or contemplated by any other provision of this AgreementAgreement (exclusive of the schedules hereto), neither Parent nor shall not, and shall not permit any Parent Subsidiary shallto, between from the date of this Agreement and to the Effective Time, directly or indirectly, do, or agree to do, any of the following without the Company's prior written consent of the Company, which (such consent shall not to be unreasonably withheld or delayed:withheld):