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

Conduct of Business by the Company Pending the Closing. The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, unless Parent shall otherwise agree in writing, (x) the respective businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice and (y) the Company shall use all reasonable efforts to keep available the services of such of the current officers, significant employees and consultants of the Company and the Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with such of the corporate partners, customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, neither the Company nor any Company 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 Parent, which consent shall not be unreasonably withheld or delayed:

Conduct of Business by the Company Pending the Closing. The Company covenants and agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 5.1 of the Company Disclosure Schedule or Schedule, as expressly contemplated permitted by any other provision of this AgreementAgreement or as required by applicable Law, unless Parent shall will otherwise agree in writingwriting (which agreement will not be unreasonably withheld, (x) the respective businesses of delayed or conditioned), the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, will (a) conduct its operations in the ordinary course of business consistent with past practice and (yb) the Company shall use all commercially reasonable efforts to keep available the services of such of the current officers, significant employees and consultants of the Company and the Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with such of the corporate partners, customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations in order to (i) preserve substantially intact its business organization, (ii) keep available the services of the current executive officers and key employees of the Company, (iii) maintain in effect all of the Company Permits, and (iv) maintain and preserve, in all material respects, its material business relationships with licensors, suppliers, joint venture partners, strategic alliance partners and others having significant business relationships with the Company. By way of amplification Without limiting the foregoing, and not limitationas an extension thereof, except as set forth in Section 6.01 5.1 of the Company Disclosure Schedule or Schedule, as expressly contemplated permitted by any other provision of this AgreementAgreement or as required by applicable Law, neither the Company nor any Company Subsidiary shallwill not (unless required by applicable Law), 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 Parent, Parent (which consent shall will not be unreasonably withheld withheld, delayed or delayed:conditioned):

Conduct of Business by the Company Pending the Closing. The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 5.1 of the Company Disclosure Schedule or as expressly contemplated specifically permitted by any other provision of this Agreement, unless Parent shall otherwise agree in writing: the Company will, and will cause each Company Subsidiary to, (xA) the respective businesses of the Company and the Company Subsidiaries shall be conducted conduct its operations only in, and the Company and the Company Subsidiaries shall not take any action except in, in the ordinary and usual course of business consistent with past practice and (yB) the Company shall use all its reasonable best efforts to keep available the services of such of the current officers, significant key employees and consultants of the Company and the each Company Subsidiaries Subsidiary and to preserve the current relationships of the Company and the each Company Subsidiaries Subsidiary with such of the corporate partners, customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations in order as is reasonably necessary to preserve substantially intact its business organization. By way of amplification Without limiting the foregoing, and not limitationas an extension thereof, except as set forth in Section 6.01 5.1 of the Company Disclosure Schedule or as expressly contemplated specifically permitted by any other provision of this Agreement, neither the Company nor shall not (unless required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company), and shall not permit any Company Subsidiary shallto, 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 Parent, which consent shall not be unreasonably withheld or delayed:

Conduct of Business by the Company Pending the Closing. The Company covenants and agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 5.1 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this AgreementAgreement or as required by applicable Law (provided, that if the Company is required by applicable Law to take an action in conflict with this Section 5.1, it will, to the extent permitted by Law, provide Parent with written notice in advance of taking such action), unless Parent shall otherwise agree in writingprovides prior written consent (which consent will not be unreasonably withheld, (x) the respective businesses of delayed or conditioned), the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, will conduct its operations in the ordinary course of business consistent with past practice and (y) the Company shall use all commercially reasonable efforts to keep available the services of such of the current officers, significant employees and consultants of the Company and the Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with such of the corporate partners, customers, suppliers and other persons with which the Company or any Company 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, (iii) maintain in effect all Company Permits, (iv) remain in compliance in all material respects with the Company Treasury Restrictions and (v) maintain satisfactory relationships of the Company with any persons with which the Company 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 as set forth in Section 6.01 5.1 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this AgreementAgreement or as required by applicable Law (provided, neither that if the Company nor or any other member of the Company Subsidiary shallGroup is required by applicable Law to take an action in conflict with this Section 5.1, it will, to the extent permitted by Law, provide Parent with written notice in advance of taking such action), the Company 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 Company Group to do, any of the following without the prior written consent of Parent, Parent (which consent shall will not be unreasonably withheld withheld, delayed or delayed:conditioned):

Conduct of Business by the Company Pending the Closing. The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 of the Company Disclosure Schedule 5.1 or as expressly contemplated required by any other provision of this Agreement, or unless Parent shall otherwise agree in writing, which agreement shall not be unreasonably withheld or delayed, the Company shall, and shall cause each Company Subsidiary and use commercially reasonable efforts to cause each Company JV to, (x) maintain its existence in good standing under applicable Law, (y) subject to the respective businesses of the Company and the Company Subsidiaries shall be conducted restrictions set forth in this Section 5.1, conduct its operations only in, and the Company and the Company Subsidiaries shall not take any action except in, in the ordinary and usual course of business consistent with past practice and (yz) the Company shall use all its commercially reasonable efforts to keep available the services of such of the current officers, significant employees key employees, and consultants of the Company, each Company Subsidiary and each Company JV, but shall not be required or permitted to make expenditures in excess of those set forth in the Company Subsidiaries Retention Plan to do so, and to preserve the current relationships of the Company, each Company Subsidiary and the each Company Subsidiaries JV with such of the corporate partners, customers, suppliers and other persons with which the Company, any Company Subsidiary or any Company Subsidiary JV has significant business relations in order as is reasonably necessary to preserve substantially intact its business organization. By way of amplification and not limitationIn addition, without limiting the foregoing, except as set forth in Section 6.01 of the Company Disclosure Schedule 5.1 or as expressly contemplated required by any other provision of this Agreement, neither to the extent not prohibited by applicable Law, the Company nor shall not and shall not permit any of the Company Subsidiary shallSubsidiaries to and shall use commercially reasonable efforts not to permit any of the Company JVs to, 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 Parent, which consent shall Parent (not to be unreasonably withheld or delayed:):

Conduct of Business by the Company Pending the Closing. The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 5.1 of the Company Disclosure Schedule or as expressly contemplated permitted by any other provision of this Agreement, unless Parent shall otherwise agree in writingwriting (which agreement shall not be unreasonably withheld, delayed or conditioned), the Company will, and will cause each Company Subsidiary to, (xi) the respective businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, conduct its operations in the ordinary course of business consistent with past practice and business, (yii) the Company shall use all commercially reasonable efforts to keep available preserve substantially intact the services of such of the current officers, significant employees goodwill and consultants of the Company and the Company Subsidiaries and to preserve the current relationships of the Company and the each Company Subsidiaries Subsidiary with such of the corporate partners, significant customers, significant suppliers and other persons Persons with which the Company or any Company Subsidiary has significant business relations in order and (iii) use commercially reasonable efforts to preserve substantially intact its business organization. By way of amplification Without limiting the foregoing, and not limitationas an extension thereof, except as set forth in Section 6.01 5.1 of the Company Disclosure Schedule or as expressly contemplated permitted by any other provision of this Agreement, neither the Company nor shall not (unless required by applicable Law), and shall not permit any Company Subsidiary shallto, 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 Parent, Parent (which consent shall not be unreasonably withheld withheld, delayed or delayed:conditioned):

Conduct of Business by the Company Pending the Closing. (a) The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 5.1(a) of the Company Disclosure Schedule or as expressly contemplated specifically required by any other provision of this Agreement, unless Parent shall otherwise agree in writingwriting (which agreement will not be unreasonably withheld or delayed), the Company will, and will cause each Company Subsidiary to, (xi) the respective businesses of the Company and the Company Subsidiaries shall be conducted conduct its operations only in, and the Company and the Company Subsidiaries shall not take any action except in, in the ordinary and usual course of business consistent with the Company’s budgets, plans and past practice and practice, (yii) the Company shall use all its commercially reasonable efforts to keep available the services of such of the current officers, significant key employees and consultants of the Company and the each Company Subsidiaries Subsidiary and to preserve the goodwill and current relationships of the Company and the each Company Subsidiaries Subsidiary with such of the corporate partners, customers, suppliers and other persons Persons with which whom the Company or any Company Subsidiary has significant business relations in order relations, (iii) use commercially reasonable efforts to preserve substantially intact its business organization, (iv) comply in all material respects with all applicable Laws and Orders and (v) use commercially reasonable efforts to protect the Company Intellectual Property. By way of amplification Without limiting the foregoing, and not limitationas an extension thereof, except as set forth in Section 6.01 5.1(a) of the Company Disclosure Schedule or as expressly contemplated specifically required by any other provision of this Agreement, neither the Company nor shall not (unless required by applicable Law), and shall not permit any Company Subsidiary shallto (unless required by applicable Law), 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 Parent, which consent shall Parent (not to be unreasonably withheld or delayed:):

Conduct of Business by the Company Pending the Closing. The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 5.1 of the Company Disclosure Schedule or as expressly contemplated specifically permitted by any other provision of this Agreement, unless Parent the Purchaser shall otherwise agree in writing: the Company will, and will cause each Company Subsidiary to, (xA) the respective businesses of the Company and the Company Subsidiaries shall be conducted conduct its operations only in, and the Company and the Company Subsidiaries shall not take any action except in, in the ordinary and usual course of business consistent with past practice and (yB) the Company shall use all its reasonable best efforts to keep available the services of such of the current officers, significant key employees and consultants of the Company and the each Company Subsidiaries Subsidiary and to preserve the current relationships of the Company and the each Company Subsidiaries Subsidiary with such of the corporate partners, customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations in order as is reasonably necessary to preserve substantially intact its business organization. By way of amplification Without limiting the foregoing, and not limitationas an extension thereof, except as set forth in Section 6.01 5.1 of the Company Disclosure Schedule or as expressly contemplated specifically permitted by any other provision of this Agreement, neither the Company nor shall not (unless required by applicable Law or the regulations or requirements of any stock exchange or other regulatory organization applicable to the Company), and shall not permit any Company Subsidiary shallto, 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 Parent, which consent shall not be unreasonably withheld or delayedthe Purchaser:

Conduct of Business by the Company Pending the Closing. The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 5.1(a) of the Company Disclosure Schedule or Schedule, as expressly contemplated required by any other provision applicable Law or this Agreement or otherwise with the prior written consent of this AgreementParent (which consent shall not be unreasonably withheld, unless Parent shall otherwise agree in writingconditioned or delayed), the Company will, and will cause each Company Subsidiary to, (xi) the respective businesses of the Company and the Company Subsidiaries shall be conducted conduct its business only in, and the Company and the Company Subsidiaries shall not take any action except in, in the ordinary course of business consistent with past practice and practice, (yii) the Company shall use all its commercially reasonable efforts to keep available the services of such of the current officers, significant employees and consultants of the Company and the each Company Subsidiaries Subsidiary and to preserve the goodwill and current relationships of the Company and the each Company Subsidiaries Subsidiary with such of the corporate partners, customers, suppliers and other persons Persons with which the Company or any Company Subsidiary has significant business relations in order and (iii) use its commercially reasonable efforts to preserve substantially intact its business organization. By way of amplification Without limiting the foregoing, and not limitationas an extension thereof, except as set forth in Section 6.01 5.1 of the Company Disclosure Schedule or Schedule, as expressly contemplated required by any other provision of applicable Law or this Agreement, neither or otherwise with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company nor shall not, and shall not permit any Company Subsidiary shallto, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, do any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayedfollowing:

Conduct of Business by the Company Pending the Closing. (a) The Company agrees that, between the date of this Agreement and the earlier to occur of the termination of this Agreement pursuant to Section 9.1 or Section 9.2 hereof or the Effective Time, except as expressly set forth in Section 6.01 7.1(a) of the Company Disclosure Schedule Schedule, as otherwise permitted or as expressly contemplated by any other provision of this Agreement, unless as required by applicable Law or as consented to in writing by Parent shall otherwise agree in writing(such consent not to be unreasonably withheld, (x) the respective businesses of conditioned or delayed), the Company and the Company Subsidiaries shall be conducted only inwill, and the will cause each Company and the Company Subsidiaries shall not take any action except in, Subsidiary to (i) conduct its business in the ordinary course of business consistent with past practice and (yii) the Company shall use all its commercially reasonable efforts to keep available the services of such of the current officers, significant officers and key employees and consultants of the Company and the each Company Subsidiaries Subsidiary and to preserve the current relationships of the Company and the each Company Subsidiaries Subsidiary with such each of the corporate partners, customers, suppliers and other persons Persons with which whom the Company or any Company Subsidiary has significant material business relations in order to preserve substantially intact its business organizationrelations. By way of amplification Without limiting the foregoing, and not limitationas an extension thereof, except as set forth in Section 6.01 of the Company Disclosure Schedule or Schedule, as expressly otherwise contemplated by any other provision of this Agreement, neither as required by applicable Law or as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company nor shall not, and shall not permit any Company Subsidiary shallto, between the date of this Agreement and the earlier to occur of the termination of this Agreement pursuant to Section 9.1 or Section 9.2 hereof or the Effective Time, directly or indirectly, do, or agree to do, take any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayedactions:

Conduct of Business by the Company Pending the Closing. The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 Schedule 5.1 of the Company Disclosure Schedule or as expressly contemplated specifically permitted by any other provision of this Agreement, unless Parent shall otherwise agree in writing, (x) the respective businesses of the Company and the Company Subsidiaries shall be conducted only inwill, and the Company and the Company will cause each of its Subsidiaries shall not take any action except into, (A) conduct its operations only in the ordinary and usual course of business consistent with past practice and (yB) the Company shall use all its reasonable best efforts to keep available the services of such of the current officers, significant employees officers and consultants Key Employees of the Company and the Company each of its Subsidiaries and to preserve the current relationships of the Company and the Company each of its Subsidiaries with such of the corporate partners, customers, suppliers and other persons with which the Company or any Company Subsidiary of its Subsidiaries has significant business relations in order as is reasonably necessary to preserve substantially intact its business organization. By way of amplification Without limiting the foregoing, and not limitationas an extension thereof, except as set forth in Section 6.01 Schedule 5.1 of the Company Disclosure Schedule or as expressly contemplated specifically permitted by any other provision of this Agreement, neither the Company nor shall not (unless required by applicable Law or the regulations or requirements of NASDAQ), and shall not permit any Subsidiary of the Company Subsidiary shallto, 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 Parent, which consent shall not be unreasonably withheld or delayed:

Conduct of Business by the Company Pending the Closing. The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 Sections 6.1(b), (f), (k) and (p) of the Company Disclosure Schedule Schedule, as otherwise 33 permitted or as expressly contemplated by any other provision of this Agreement, unless as required by applicable Law or as consented to in writing by Parent (such consent not to be unreasonably withheld or delayed), the Company will, and will cause each Company Subsidiary to, in all material respects (it being understood that in no event shall otherwise agree the Company’s participation in writingthe negotiation (including activities related to due diligence), execution, delivery or public announcement (in accordance with this Agreement) or the pendency of this Agreement or the transactions contemplated hereby, be considered a breach of any of the provisions of this Section 6.1), (xi) the respective businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, conduct its business in the ordinary course of business consistent with past practice practices, and (yii) the Company shall use all its reasonable best efforts to keep available the services of such of the current officers, significant key employees and consultants of the Company and the each Company Subsidiaries Subsidiary and to preserve the current relationships of the Company and the each Company Subsidiaries Subsidiary with such each of the corporate partners, customers, suppliers and other persons Persons with which whom the Company or any Company Subsidiary has significant business relations in order as is reasonably necessary to preserve substantially intact its business organization. By way of amplification Without limiting the foregoing, and not limitationas an extension thereof, except as set forth in Section 6.01 of the Company Disclosure Schedule or Schedule, as expressly otherwise contemplated by any other provision of this Agreement, neither as required by applicable Law or as consented to in writing by Parent (such consent not to be unreasonably withheld or delayed), the Company nor shall not, and shall not permit any Company Subsidiary shallto, 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 Parent, which consent shall not be unreasonably withheld or delayedfollowing:

Conduct of Business by the Company Pending the Closing. (a) The Company agrees that, between the date execution and delivery of this Agreement and the Effective Time, except as set forth in Section 6.01 6.1(a) of the Company Disclosure Schedule Letter, as otherwise required or as expressly contemplated by any other provision of this Agreement, unless Parent as required by applicable Law or as consented to in writing by Parent, which consent shall otherwise agree in writingnot be unreasonably withheld, conditioned or delayed, the Company will, and will cause each Company Subsidiary to, (xi) the respective businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, conduct its business in the ordinary course of business consistent with past practice and (yii) the Company shall use all its commercially reasonable efforts to keep available the services of such of the current officers, significant officers and key employees and consultants of the Company and the each Company Subsidiaries Subsidiary and to preserve the current relationships of the Company and the each Company Subsidiaries Subsidiary with such each of the corporate partners, customers, suppliers suppliers, distributors and other persons Persons with which whom the Company or any Company Subsidiary has significant material business relations in order to preserve substantially intact its business organizationrelations. By way of amplification Without limiting the foregoing, and not limitationas an extension thereof, except as set forth in Section 6.01 6.1(a) of the Company Disclosure Schedule or Letter, as otherwise expressly contemplated by any other provision of this Agreement, neither as required by applicable Law or as consented to in writing by Parent, which consent shall not be unreasonably withheld, conditioned or delayed, the Company nor shall not, and shall not permit any Company Subsidiary shallto, between the date execution and delivery of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, take any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayedactions:

Conduct of Business by the Company Pending the Closing. The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated specifically permitted by any other provision of this Agreement, unless required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company or unless Parent shall otherwise agree in writing, (x) the respective businesses of the Company and the Company Subsidiaries shall be conducted only inshall, and the shall cause each Company and the Company Subsidiaries shall not take any action except inSubsidiary to, (i) maintain its existence in good standing under all applicable Laws, (ii) conduct its operations only in the ordinary and usual course of business consistent with past practice practice, (iii) use its commercially reasonable efforts to protect the Owned Intellectual Property and Licensed Intellectual Property to the end that the Company’s and the Company Subsidiaries’ goodwill and ongoing businesses shall not be impaired in any material respects, and (yiv) the Company shall use all its commercially reasonable efforts to keep available the services of such of the current officers, significant employees and consultants of the Company and the each Company Subsidiaries Subsidiary and to preserve the current relationships of the Company and the Company Subsidiaries with such of the corporate partnerstheir employees, customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations as is reasonably necessary in order to preserve substantially intact its business organization. By way of amplification Without limiting the foregoing, and not limitationas an extension thereof, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated specifically permitted by any other provision of this Agreement, neither the Company nor shall not (unless required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company), and shall not permit any Company Subsidiary shallto, 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 Parent, which consent shall not be unreasonably withheld or delayed:

Conduct of Business by the Company Pending the Closing. The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 5.1 of the Company Disclosure Schedule or as specifically permitted or expressly contemplated by any other provision of this Agreement, unless Parent shall otherwise agree in writing: the Company will, and will cause each Company Subsidiary to, (xA) the respective businesses of the Company and the Company Subsidiaries shall be conducted conduct its operations only in, and the Company and the Company Subsidiaries shall not take any action except in, in the ordinary and usual course of business consistent with past practice and (yB) the Company shall use all its reasonable best efforts to keep available the services of such of the current officers, significant key employees and key consultants of the Company and the each Company Subsidiaries Subsidiary and to preserve the current relationships of the Company and the each Company Subsidiaries Subsidiary with such of the corporate partners, customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations in order as is reasonably necessary to preserve substantially intact its business organization. By way of amplification Without limiting the foregoing, and not limitationas an extension thereof, except as set forth in Section 6.01 5.1 of the Company Disclosure Schedule or as specifically permitted or expressly contemplated by any other provision of this Agreement, neither the Company nor shall not (unless required by applicable Law or the regulations or requirements of the Exchange or any regulatory organization applicable to the Company), and shall not permit any Company Subsidiary shallto, 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 Parent, which consent shall not be unreasonably withheld or delayed:

Conduct of Business by the Company Pending the Closing. (a) The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 of the Company Disclosure Schedule or as otherwise expressly contemplated permitted by any other provision of this Agreement, unless as required by applicable Law or as consented to in writing by Parent (which consent shall otherwise agree in writingnot be unreasonably withheld, (x) the respective businesses of conditioned or delayed), the Company and the Company Subsidiaries shall be conducted only inwill, and the will cause each Company and the Company Subsidiaries shall not take any action except in, Subsidiary to (i) conduct its business in the ordinary course of business consistent with past practice practice, and (yii) the Company shall use all its commercially reasonable best efforts to keep available the services of such of the current officers, significant key employees and consultants of the Company and the each Company Subsidiaries Subsidiary and to preserve the current relationships its business organization, and maintain its existing relations and goodwill of the Company and the each Company Subsidiaries Subsidiary with such each of the corporate partners, customers, suppliers and other persons Persons with which whom the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its business organizationrelations. By way of amplification Without limiting the foregoing, and not limitationas an extension thereof, except as set forth in Section 6.01 6.1(a) of the Company Disclosure Schedule or Schedule, as otherwise expressly contemplated permitted by any other provision of this Agreement, neither as required by applicable Law, as deemed necessary by the Company nor in good faith (after prior consultation with Parent) to preserve the viability of the business directly in response to pandemic conditions related to the coronavirus disease (COVID-19) or as consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not, and shall not permit any Company Subsidiary shallto, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, take any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayedactions:

Conduct of Business by the Company Pending the Closing. The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 5.1 of the Company Disclosure Schedule or and as expressly permitted or contemplated by any other provision of this AgreementAgreement or as required by applicable Law or the regulations or requirements of Nasdaq, unless Parent shall otherwise agree in writingwriting (which agreement shall not be unreasonably withheld, delayed or conditioned), the Company shall, and shall cause each Company Subsidiary to, (xA) the respective businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, conduct its operations in the ordinary course of business substantially consistent with past practice (including with respect to underwriting matters), (B) use its commercially reasonable efforts to maintain its relationships with officers, key employees, Producers and customers and to renew policies with current insureds substantially consistent with past practice and (yC) the Company shall use all its commercially reasonable efforts to keep available the services of such of the current officers, significant employees and consultants of the Company and the Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with such of the corporate partners, customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its business organizationorganization and goodwill. By way of amplification and not limitationWithout limiting the foregoing, except as set forth in Section 6.01 5.1 of the Company Disclosure Schedule or Schedule, as expressly permitted or contemplated by any other provision of this AgreementAgreement or as required by applicable Law or the regulations or requirements of Nasdaq, neither the Company nor shall not, and shall not permit any Company Subsidiary shallto, 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 Parent, Parent (which consent shall not be unreasonably withheld withheld, delayed or delayed:conditioned):

Conduct of Business by the Company Pending the Closing. (a) The Company agrees that, between the date of this Agreement and the Effective Time, except as expressly set forth in Section 6.01 6.1(a) of the Company Disclosure Schedule Schedule, as otherwise permitted or as expressly contemplated by any other provision of this Agreement, unless as required by applicable Law or as consented to in writing by Parent shall otherwise agree in writing(such consent not to be unreasonably withheld, conditioned or delayed), the Company will, and will cause each Company Subsidiary to (x) the respective businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, conduct its business in the ordinary course of business consistent with past practice and (y) the Company shall use all its commercially reasonable efforts to keep available the services of such of the current officers, significant officers and key employees and consultants of the Company and the each Company Subsidiaries Subsidiary and to preserve the current relationships of the Company and the each Company Subsidiaries Subsidiary with such each of the corporate partners, customers, suppliers and other persons Persons with which whom the Company or any Company Subsidiary has significant material business relations in order to preserve substantially intact its business organizationrelations. By way of amplification Without limiting the foregoing, and not limitationas an extension thereof, except as set forth in Section 6.01 of the Company Disclosure Schedule or Schedule, as expressly otherwise contemplated by any other provision of this Agreement, neither as required by applicable Law or as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company nor shall not, and shall not permit any Company Subsidiary shallto, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, take any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayedactions:

Conduct of Business by the Company Pending the Closing. The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 5.1 of the Company Disclosure Schedule or Schedule, as expressly permitted or contemplated by any other provision of this AgreementAgreement or as required by applicable Law or the regulations or requirements of the NYSE, unless Parent shall otherwise agree in writingwriting (which agreement shall not be unreasonably withheld or delayed), the Company will, and will cause each Company Subsidiary to, (xA) conduct its operations in the respective businesses ordinary course of business substantially consistent with past practice (including with respect to underwriting matters, except that the Company and the Company Subsidiaries shall be conducted only inmay make changes in underwriting matters or reduce prices in response to competitive activities by Parent or the Parent Subsidiaries or otherwise arising from announcement of the transactions contemplated hereby), and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice and (yB) the Company shall use all its commercially reasonable efforts to keep available the services of such of the current maintain its relationships with officers, significant key employees and consultants of the Company and the Company Subsidiaries customers and to preserve the renew policies with current relationships of the Company insureds and the Company Subsidiaries with such of the corporate partners, customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations in order (C) use its commercially reasonable efforts to preserve substantially intact its business organizationorganization and goodwill. By way of amplification and not limitationWithout limiting the foregoing, except as set forth in Section 6.01 5.1 of the Company Disclosure Schedule or Schedule, as expressly permitted or contemplated by any other provision of this AgreementAgreement or as required by applicable Law or the regulations or requirements of the NYSE, neither the Company nor shall not, and shall not permit any Company Subsidiary shallto, 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 Parent, Parent (which consent shall not be unreasonably withheld or delayed:):

Conduct of Business by the Company Pending the Closing. The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 5.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, unless Parent shall otherwise agree consent in writing, which consent shall not be unreasonably withheld or delayed, (x1) the respective businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice and (y2) the Company shall use all its reasonable best efforts to keep available the services of such of the current officers, significant employees and consultants of the Company and the Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with such of the corporate partners, customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except as set forth in Section 6.01 5.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, neither the Company shall not, and shall neither cause nor permit any Company Subsidiary shallSubsidiaries or any of the Company's affiliates (over which it exercises control), or any of its or their officers, directors, employees and agents (in each case, in their capacities as such) to, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, any of the following following, without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed:

Conduct of Business by the Company Pending the Closing. (a) The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 of the Company Disclosure Schedule or as otherwise expressly contemplated permitted by any other provision of this Agreement, unless as required by applicable Law or as consented to in writing by Parent (which consent shall otherwise agree in writingnot be unreasonably withheld, (x) the respective businesses of conditioned or delayed), the Company and the Company Subsidiaries shall be conducted only inwill, and the will cause each Company and the Company Subsidiaries shall not take any action except in, Subsidiary to (i) conduct its business in the ordinary course of business consistent with past practice practice, and (yii) the Company shall use all its reasonable best efforts to keep available the services of such of the current officers, significant key employees and consultants of the Company and the each Company Subsidiaries Subsidiary and to preserve the current relationships of the Company and the each Company Subsidiaries Subsidiary with such each of the corporate partners, customers, suppliers and other persons Persons with which whom the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its business organizationrelations. By way of amplification Without limiting the foregoing, and not limitationas an extension thereof, except as set forth in Section 6.01 6.1(a) of the Company Disclosure Schedule or Schedule, as otherwise expressly contemplated permitted by any other provision of this Agreement, neither as required by applicable Law, as deemed necessary by the Company nor in good faith (after prior consultation with Parent) to preserve the viability of the business directly in response to pandemic conditions related to the coronavirus disease (COVID-19) or as consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not, and shall not permit any Company Subsidiary shallto, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, take any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayedactions:

Conduct of Business by the Company Pending the Closing. The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 5.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, unless Parent shall otherwise agree consent in writing, (x1) the respective businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice and (y2) the Company shall use all its reasonable best efforts to keep available the services of such of the current officers, significant employees and consultants of the Company and the Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with such of the corporate partners, customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except as set forth in Section 6.01 5.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, neither the Company shall not, and shall neither cause nor permit any Company Subsidiary shallSubsidiaries or any of the Company's affiliates (over which it exercises control), or any of its or their officers, directors, employees and agents (in each case, in their capacities as such) to, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, any of the following following, without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed:

Conduct of Business by the Company Pending the Closing. The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 6.1 of the Company Disclosure Schedule or Schedule, as expressly contemplated required by any other provision of this Agreement, unless as required by applicable Law or as consented to in writing by Parent shall otherwise agree in writing(such consent not to be unreasonably withheld or delayed), the Company will, and will cause each Company Subsidiary to, (xi) the respective businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, conduct its business in the ordinary course of business consistent with past practice and (yii) the Company shall use all reasonable efforts endeavor to keep available the services of such of the current officers, significant key employees and consultants of the Company and the each Company Subsidiaries Subsidiary and to preserve the current relationships of the Company and the each Company Subsidiaries Subsidiary with such each of the corporate partners, customers, suppliers and other persons Persons with which whom the Company or any Company Subsidiary has significant business relations in order as is reasonably necessary to preserve substantially intact its business organization. By way of amplification Without limiting the foregoing, and not limitationas an extension thereof, except as set forth in Section 6.01 6.1 of the Company Disclosure Schedule Schedule, as otherwise permitted or as expressly contemplated by any other provision of this Agreement, neither as required by applicable Law or as consented to in writing by Parent (such consent not to be unreasonably withheld or delayed), the Company nor shall not, and shall not permit any Company Subsidiary shallto, 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 Parent, which consent shall not be unreasonably withheld or delayedfollowing:

Conduct of Business by the Company Pending the Closing. The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated permitted by any other provision of this AgreementAgreement (and Section 5.1 of the Company Disclosure Letter) or as required to comply with applicable Law, unless Parent shall otherwise agree in writingwriting (which shall not be unreasonably withheld), the Company will, and will cause each Company Subsidiary to, (xa) the respective businesses of the Company and the Company Subsidiaries shall be conducted conduct its operations only in, and the Company and the Company Subsidiaries shall not take any action except in, in the ordinary and usual course of business consistent with past practice and practice, (yb) the Company shall use all commercially reasonable efforts to keep available the services of such of the current officers, significant employees and consultants of the Company and the each Company Subsidiaries Subsidiary and to preserve the goodwill and current relationships of the Company and the each Company Subsidiaries Subsidiary with such of the corporate partners, customers, suppliers and other persons Persons with which the Company or any Company Subsidiary has significant business relations in order to relations, (c) preserve substantially intact its business organization, and (d) comply in all material respects with all applicable Laws. By way of amplification Without limiting the foregoing, and not limitationas an extension thereof, except as set forth in Section 6.01 5.1 of the Company Disclosure Schedule Letter or as expressly contemplated permitted by any other provision of this Agreement, neither the Company nor shall not (unless required by applicable Law), and shall not permit any Company Subsidiary shallto, 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 Parent, which consent shall not be unreasonably withheld or delayed:

Conduct of Business by the Company Pending the Closing. The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 5.1 of the Company Disclosure Schedule or Schedule, as expressly permitted or contemplated by any other provision of this AgreementAgreement or as required by applicable Law or the regulations or requirements of the Nasdaq, unless Parent shall otherwise agree in writingwriting (which agreement shall not be unreasonably withheld or delayed), the Company will, and will cause each Company Subsidiary to, (xA) the respective businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, conduct its operations in the ordinary course of business substantially consistent with past practice and (yincluding with respect to underwriting matters), (B) the Company shall use all its commercially reasonable efforts to keep available the services of such of the current maintain its relationships with officers, significant key employees and consultants of the Company and the Company Subsidiaries customers and to preserve the renew policies with current relationships of the Company insureds and the Company Subsidiaries with such of the corporate partners, customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations in order (C) use its commercially reasonable efforts to preserve substantially intact its business organizationorganization and goodwill. By way of amplification and not limitationWithout limiting the foregoing, except as set forth in Section 6.01 5.1 of the Company Disclosure Schedule or Schedule, as expressly permitted or contemplated by any other provision of this AgreementAgreement or as required by applicable Law or the regulations or requirements of the Nasdaq, neither the Company nor shall not, and shall not permit any Company Subsidiary shallto, 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 Parent, Parent (which consent shall not be unreasonably withheld or delayed:):

Conduct of Business by the Company Pending the Closing. The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 6.1 of the Company Disclosure Schedule Schedule, as required by Section 6.13 of this Agreement or as expressly contemplated specifically permitted by any other provision of this Agreement, unless Parent shall otherwise agree in writing, (x) the respective businesses of the Company and the Company Subsidiaries shall be conducted only inwill, and the will cause each Company and the Company Subsidiaries shall not take any action except inSubsidiary to, (A) conduct its operations only in the ordinary course of business consistent with past practice practice, and shall not take any action inconsistent therewith or with this Agreement, (yB) the Company shall use all reasonable best efforts to keep available the services of such of the current officers, significant key employees and consultants of the Company and the each Company Subsidiaries Subsidiary and to preserve the current relationships of the Company and the each Company Subsidiaries Subsidiary with such of the corporate partners, customers, suppliers suppliers, distributors, business partners and other persons with which the Company or any Company Subsidiary has significant business relations relations, (C) have in effect and maintain at all times insurance of the kinds, in the amounts and with the insurers as is presently in effect, (D) keep in working condition and good order and repair all of its material assets and properties, normal wear and tear excepted and (E) take reasonable and customary action to preserve substantially intact its protect the Company’s Intellectual Property to the end that the Company’s and each Company Subsidiary’s goodwill and ongoing business organizationshall not be impaired in any material respects as of the Closing Date. By way of amplification Without limiting the foregoing, and not limitationas an extension thereof, except as set forth in Section 6.01 6.1 of the Company Disclosure Schedule or as expressly contemplated specifically permitted by any other provision of this Agreement, neither the Company nor shall not (unless required by applicable Law or the regulations or requirements of Nasdaq), and shall not permit any Company Subsidiary shallto, 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 Parent, which consent shall not be unreasonably withheld or delayed:Parent (as described above):

Conduct of Business by the Company Pending the Closing. The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated specifically permitted by any other provision of this Agreement, unless required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Table of Contents Company or unless Parent shall otherwise agree in writing, (x) the respective businesses of the Company and the Company Subsidiaries shall be conducted only inshall, and the shall cause each Company and the Company Subsidiaries shall not take any action except inSubsidiary to, (i) maintain its existence in good standing under all applicable Laws, (ii) conduct its operations only in the ordinary and usual course of business consistent with past practice practice, (iii) use its commercially reasonable efforts to protect the Owned Intellectual Property and Licensed Intellectual Property to the end that the Company’s and the Company Subsidiaries’ goodwill and ongoing businesses shall not be impaired in any material respects, and (yiv) the Company shall use all its commercially reasonable efforts to keep available the services of such of the current officers, significant employees and consultants of the Company and the each Company Subsidiaries Subsidiary and to preserve the current relationships of the Company and the Company Subsidiaries with such of the corporate partnerstheir employees, customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations as is reasonably necessary in order to preserve substantially intact its business organization. By way of amplification Without limiting the foregoing, and not limitationas an extension thereof, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated specifically permitted by any other provision of this Agreement, neither the Company nor shall not (unless required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company), and shall not permit any Company Subsidiary shallto, 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 Parent, which consent shall not be unreasonably withheld or delayed:

Conduct of Business by the Company Pending the Closing. The Company agrees that, 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 as set forth in Section 6.01 5.1 of the Company Disclosure Schedule or as expressly required by applicable Law or as expressly contemplated by any other provision this Agreement or otherwise with the prior written consent of this Agreementthe Purchaser (not to be unreasonably withheld, unless Parent shall otherwise agree in writingconditioned or delayed), the Company will, and will cause each Company Subsidiary to, (xi) the respective businesses of the Company and the Company Subsidiaries shall be conducted conduct its operations only in, and the Company and the Company Subsidiaries shall not take any action except in, in the ordinary course of business consistent with past practice (including, for the avoidance of doubt, by paying all Taxes and filing all Tax Returns required under applicable Law), (yii) the Company shall use all its commercially reasonable efforts to keep available the services of such of the current officers, significant officers and other key employees and consultants of the Company and the each Company Subsidiaries Subsidiary and to preserve the goodwill and current relationships of the Company and the each Company Subsidiaries Subsidiary with such of the corporate partners, customers, suppliers and other persons Persons with which the Company or any Company Subsidiary has significant business relations in order and (iii) use its commercially reasonable efforts to preserve substantially intact its present business organization. By way of amplification Without limiting the foregoing, and not limitationas an extension thereof, except as set forth in Section 6.01 5.1 of the Company Disclosure Schedule or as expressly required by applicable Law (other than Section 5.1(s)) or as expressly contemplated by this Agreement (including with respect to any other provision Pre-Closing Restructuring Actions taken), or otherwise with the prior written consent of this Agreementthe Purchaser, neither the Company nor shall not, and shall not permit any Company Subsidiary shallto, 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, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed:

Conduct of Business by the Company Pending the Closing. The Company agrees that, between the date of the Initial Merger Agreement and the earlier of the termination of this Agreement and the Effective TimeTime (the "Interim Period"), except as set forth in Section 6.01 5.1 of the Company Disclosure Schedule Letter or as expressly contemplated specifically permitted or required by any other provision of this Agreement, unless Parent shall otherwise agree in writing, (x) the respective businesses of the Company and the Company Subsidiaries shall be conducted only inwill, and the Company and the Company will 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 (y) the Company shall use all commercially reasonable efforts to keep available the services of such of the current officers, significant employees officers and consultants Key Employees of the Company and the Company each of its Subsidiaries and to preserve the current relationships of the Company and the Company each of its Subsidiaries with such of the corporate partners, customers, suppliers and other persons Persons with which the Company or any Company Subsidiary of its Subsidiaries has significant business relations in order as is reasonably necessary to preserve substantially intact its business organization. By way of amplification Without limiting the foregoing, and not limitationas an extension thereof, except as set forth in Section 6.01 5.1 of the Company Disclosure Schedule Letter or as expressly contemplated specifically permitted or required by any other provision of this Agreement, neither the Company nor shall not (unless required by applicable Law), and shall not permit any Subsidiary of the Company Subsidiary shallto, between during the date of this Agreement and the Effective TimeInterim Period, directly or indirectly, do, or agree to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed:

Conduct of Business by the Company Pending the Closing. (a) The Company agrees that, between the date of this Agreement and the earlier to occur of the termination of this Agreement pursuant to Section 7.1 and the Effective Time, except as expressly set forth in Section 5.1(a) of the Company Disclosure Letter, as otherwise permitted or contemplated by this Agreement (including pursuant to Section 5.14), as required by applicable Law or as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company will, and will cause each Company Subsidiary to, conduct its business in the ordinary course consistent with past practice and the Company and the Company Subsidiaries will use their reasonable best efforts to (x) preserve substantially intact the Company’s and the Company Subsidiaries’ business organization, (y) maintain existing relations with customers, suppliers, creditors and business partners and (z) keep available the services of its and the Company Subsidiaries’ current officers and employees. Without limiting the foregoing, except as set forth in Section 6.01 5.1(a) of the Company Disclosure Schedule Letter, as otherwise permitted or contemplated by this Agreement (including pursuant to Section 5.14), as required by applicable Law or as expressly contemplated consented to in writing by any other provision of this AgreementParent (such consent not to be unreasonably withheld, unless Parent shall otherwise agree in writingconditioned or delayed), (x) the respective businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice and (y) the Company shall use all reasonable efforts to keep available the services of such of the current officersnot, significant employees and consultants of the Company and the Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with such of the corporate partners, customers, suppliers and other persons with which the Company or shall not permit any Company Subsidiary has significant business relations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, neither the Company nor any Company Subsidiary shallto, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, take any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayedactions:

Conduct of Business by the Company Pending the Closing. (a) The Company agrees that, between the date of this Agreement and the earlier to occur of the termination of this Agreement pursuant to Section 9.1 or Section 9.2 hereof or the Effective Time, except as expressly set forth in Section 6.01 7.1(a) of the Company Disclosure Schedule or Schedule, as otherwise expressly contemplated required by any other provision of this Agreement, unless Parent shall otherwise agree as required by applicable Law or as consented to in writingwriting by Parent, the Company will, and will cause each Company Subsidiary to, (xi) the respective businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, conduct its business in the ordinary course of business consistent with past practice and (yii) the Company shall use all its reasonable best efforts to keep available the services of such of the current officers, significant officers and employees and consultants of the Company and the each Company Subsidiaries Subsidiary to preserve intact its current business organization and to preserve the current relationships of the Company and the each Company Subsidiaries Subsidiary with such each of the corporate partners, customers, suppliers suppliers, landlords and other persons Persons with which whom the Company or any Company Subsidiary has significant material business relations in order to preserve substantially intact its business organizationrelations. By way of amplification Without limiting the foregoing, and not limitationas an extension thereof, except as set forth in Section 6.01 of the Company Disclosure Schedule or Schedule, as otherwise expressly contemplated required by any other provision of this Agreement, neither as required by applicable Law or as consented to in writing by Parent (which shall not be unreasonably withheld or delayed except with respect to clauses (i), (ii), (iii), (v), (viii), (xi), (xiii), (xx), (xxi), (xxii) and (xxiv) of this Section 7.1(a)), the Company nor shall not, and shall not permit any Company Subsidiary shallto, between the date of this Agreement and the earlier of the Effective TimeTime or termination of this Agreement in accordance with terms, directly or indirectly, do, or agree to do, take any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayedactions:

Conduct of Business by the Company Pending the Closing. (a) The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 6.1(a) of the Company Disclosure Schedule or Schedule, as otherwise expressly contemplated permitted by any other provision of this Agreement, unless as required by applicable Law or as consented to in writing by Parent (which consent shall otherwise agree in writingnot be unreasonably withheld, (x) the respective businesses of conditioned or delayed), the Company and the Company Subsidiaries shall be conducted only inwill, and the will cause each Company and the Company Subsidiaries shall not take any action except in, Subsidiary to (i) conduct its business in the ordinary course of business consistent with past practice in all material respects and (yii) the Company shall use all its reasonable best efforts to keep available the services of such of the current officers, significant key employees and consultants of the Company and the each Company Subsidiaries Subsidiary and to preserve the current relationships of the Company and the each Company Subsidiaries Subsidiary with such each of the corporate partners, key customers, suppliers and other persons Persons with which whom the Company or any Company Subsidiary has significant material business relations in order to preserve substantially intact its business organizationrelations. By way of amplification Without limiting the foregoing, and not limitationas an extension thereof, except as set forth in Section 6.01 6.1(a) of the Company Disclosure Schedule or Schedule, as otherwise expressly contemplated permitted by any other provision of this Agreement, neither as required by applicable Law or as consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company nor shall not, and shall not permit any Company Subsidiary shallto, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, take any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayedactions:

Conduct of Business by the Company Pending the Closing. The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 of the Company Disclosure Schedule specifically required or as expressly contemplated permitted by any other provision of this AgreementAgreement or required by Law, unless Parent Bancorp shall otherwise agree consent thereto in writing, (x) the respective businesses of the Company and the Company Subsidiaries shall be conducted only inshall, and the Company and the Company 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, to the extent consistent therewith, use its reasonable best efforts to preserve intact its business organizations and (y) maintain its rights, franchises and existing goodwill and relations with customers, suppliers, creditors, lessors, lessees, employees and business associates. In addition, the Company shall use all reasonable efforts not, and shall not permit its Subsidiaries to, take any action that the Company knows, at the time it prepares to keep available take or takes such action, would (i) materially adversely affect or delay the services of such of the current officers, significant employees and consultants ability of the Company and the or Bancorp to perform any of their respective material obligations in a timely basis under this Agreement or (ii) have or be reasonably expected to have a Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with such of the corporate partners, customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its business organizationMaterial Adverse Effect. By way of amplification and not limitation, except as set forth in Section 6.01 of the Company Disclosure Schedule specifically required or as expressly contemplated permitted by any other provision of this Agreement, neither the Company nor any Company Subsidiary shallAgreement or required by Law, between the date of this Agreement and the Effective Time, the Company 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 Parent, which consent shall not be unreasonably withheld or delayedBancorp:

Conduct of Business by the Company Pending the Closing. The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement or the Management Agreement, unless Parent shall otherwise agree in writing, (x) the respective businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice and (y) the Company shall use all reasonable efforts to keep available the services of such of the current officers, significant employees and consultants of the Company and the Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with such of the corporate partners, customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, neither the Company nor any Company 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 Parent, which consent shall not be unreasonably withheld or delayed:

Conduct of Business by the Company Pending the Closing. (a) The Company agrees that, between the date of this Agreement and until the earlier of the Effective TimeTime and the termination of this Agreement in accordance with Article VIII, except as set forth in Section 6.01 6.1(a) of the Company Disclosure Schedule Schedule, as otherwise expressly required or as expressly contemplated permitted by any other provision of this Agreement, unless as required by applicable Law or as consented to in writing by Parent (which consent shall otherwise agree in writingnot be unreasonably withheld, (x) the respective businesses of conditioned or delayed), the Company and the Company Subsidiaries shall be conducted only inwill, and the will cause each Company and the Company Subsidiaries shall not take any action except in, Subsidiary to (i) conduct its business in the ordinary course of business consistent with past practice practice, and (yii) the Company shall use all its reasonable best efforts to keep available the services of such of the current officers, significant key employees and consultants of the Company and the each Company Subsidiaries Subsidiary and to preserve the current relationships of the Company and the each Company Subsidiaries Subsidiary with such each of the corporate partners, key customers, suppliers and other persons Persons with which whom the Company or any Company Subsidiary has significant business relations in order that are material to preserve substantially intact its business organizationthe Company or any Company Subsidiary, taken as a whole. By way of amplification Without limiting the foregoing, and not limitationas an extension thereof, except as set forth in Section 6.01 6.1(a) of the Company Disclosure Schedule Schedule, as otherwise expressly required or as expressly contemplated permitted by any other provision of this Agreement, neither as required by applicable Law or as consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company nor shall not, and shall not permit any Company Subsidiary shallto, between the date of this Agreement and until the earlier of the Effective TimeTime and the termination of this Agreement in accordance with Article VIII, directly or indirectly, do, or agree to do, take any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayedactions: