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

Conduct of Business by the Company Pending the Merger. (a) Except as expressly contemplated or permitted by this Agreement or as set forth on Section 7.1 of the Company Disclosure Letter, from the date of this Agreement until the earlier to occur of the Closing and the termination of this Agreement pursuant to Article IX, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), or except as required by Applicable Law, the Company shall, and shall cause its Subsidiaries to, conduct their business in the Ordinary Course of Business in all material respects and, to the extent not inconsistent therewith, use commercially reasonable efforts to (i) preserve substantially intact their current business organizations, (ii) preserve in all material respects their relationships with customers, suppliers, licensors, licensees, distributors and other third parties that are material to the operation of the business and (iii) keep available their present officers and key employees; provided, that, in the case of the immediately preceding clauses (i), (ii) and (iii), commercially reasonable efforts shall not be deemed to require the Company or any of its Subsidiaries to exert any efforts with respect to a particular matter that are greater than the level of efforts exerted by the Company or such Subsidiary with respect to such matter prior to the date of this Agreement; provided, further, that (i) no action or inaction by the Company or any of its Subsidiaries with respect to any of the matters specifically addressed by another provision of this Section 7.1 shall be deemed to be a breach of the portion of this sentence preceding this proviso unless such action or inaction would constitute a breach of such other provision and (ii) the failure of Parent to take any action prohibited by Section 7.2(b) shall not be deemed to be a breach of this Section 7.1(a)(i), (ii) or (iii).

Conduct of Business by the Company Pending the Merger. (a) Except as expressly contemplated or permitted by this Agreement or as set forth on Section 7.1 of the The Company Disclosure Lettercovenants and agrees that, from between the date of this Agreement until the earlier to occur of the Closing and the termination of Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article IXSection 8.1, unless Parent shall otherwise consent except (i) as required by applicable Law, (ii) as agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be expressly required or except contemplated pursuant to this Agreement or (iv) as required by Applicable Lawset forth in Section 6.1 of the Company Disclosure Letter, the business of the Company shalland its subsidiaries shall be conducted only in, and such entities shall cause its Subsidiaries to, conduct their business not take any action except in the Ordinary Course ordinary course of Business business and in all material respects and, to a manner consistent with past practice; and the extent not inconsistent therewith, Company and its subsidiaries shall use their commercially reasonable efforts to (i) preserve substantially intact the Company’s business organization, to keep available the services of their current business organizationsofficers, (ii) preserve in all key employees and key consultants, and to maintain existing relations and goodwill with Governmental Authorities, material respects their relationships with customers, material suppliers, licensors, licensees, distributors material creditors and other third parties that are material to the operation of the business and (iii) keep available their present officers and key employeeslessors; provided, thathowever, in the case of the immediately preceding clauses (i), (ii) and (iii), commercially reasonable efforts shall not be deemed to require the Company or any of its Subsidiaries to exert any efforts with respect to a particular matter that are greater than the level of efforts exerted no action by the Company or such Subsidiary its subsidiaries with respect to such matter prior to the date of this Agreement; provided, further, that (i) no action or inaction by the Company or any of its Subsidiaries with respect to any of the matters specifically addressed by another any provision of this Section 7.1 6.1 shall be deemed to be a breach of the portion of this sentence preceding this proviso unless such action or inaction would constitute a breach of such other provision and specific provision. Furthermore, the Company agrees with Parent that, except (ii1) the failure of as required by applicable Law, (2) as agreed in writing by Parent to take any action prohibited by Section 7.2(b) (which consent shall not be deemed to be a breach of this Section 7.1(a)(iunreasonably withheld, delayed or conditioned), (ii3) as may be expressly required or contemplated pursuant to this Agreement or (iii).4) as set forth in Section 6.1 of the Company Disclosure Letter, the Company shall not:

Conduct of Business by the Company Pending the Merger. (a) Except as expressly contemplated or permitted by this Agreement or as set forth on Section 7.1 of the The Company Disclosure Lettercovenants and agrees that, from between the date of this Agreement until and the earlier to occur of the Closing Effective Time and the termination of date, if any, on which this Agreement pursuant is terminated in accordance with Section 7.1, except (A) as required by applicable Law, (B) as may be consented to Article IX, unless Parent shall otherwise consent in writing by Parent (which provided that, in the case of Sections 5.1(e), 5.1(f), 5.1(h), 5.1(l)(i), 5.1(m)(ii), 5.1(o), 5.1(p), 5.1(r), 5.1(s) and 5.1(v) and, with respect to transactions between the Company and one or more of its direct or indirect wholly owned Subsidiaries or solely among direct or indirect wholly owned Subsidiaries of the Company relating to Securities of direct or indirect wholly owned Subsidiaries of the Company, Section 5.1(b) and Section 5.1(c), such consent shall not be unreasonably withheld, delayed or conditioned), or except (C) as may be expressly required pursuant to this Agreement; (D) as required by Applicable Lawthe terms of any Company Material Contract set forth on Section 3.15 of the Company Disclosure Letter as in effect on the date of this Agreement or (E) as set forth on Section 5.1 of the Company Disclosure Letter, (x) the Company shall, and shall cause each of its Subsidiaries to, conduct their the business in of the Ordinary Course of Business Company and its Subsidiaries in all material respects in the ordinary course of business and in a manner consistent with past practice and, to the extent not inconsistent consistent therewith, use commercially reasonable best efforts to (i) preserve substantially its assets and business organization intact their current business organizations, (ii) preserve in all material respects their relationships and maintain its existing business relations and goodwill with customers, suppliers, licensors, licenseesdistributors, distributors Governmental Authorities, independent contractors, employees and other third parties that business partners, in each case whose business relationships are material to the operation of the business Company and its Subsidiaries, taken as a whole (iii) keep available their present officers and key employees; provided, provided that, in the case of the immediately preceding clauses (i), (ii) and (iii), commercially reasonable efforts shall not be deemed to require the Company or any of its Subsidiaries to exert any efforts with respect to a particular matter that are greater than the level of efforts exerted by the Company clause (x), no action or such Subsidiary failure to take action with respect to such matter prior to the date of this Agreement; provided, further, that (i) no action or inaction by the Company or any of its Subsidiaries with respect to any of the matters specifically addressed by another provision any of this Section 7.1 the provisions of clause (y) shall be deemed to be constitute a breach of the portion of this sentence preceding this proviso clause (x) unless such action or inaction failure to take action would constitute a breach of such other applicable provision of clause (y)), and (iiy) without limiting the failure generality of Parent to take any action prohibited by Section 7.2(b) shall not be deemed to be a breach of this Section 7.1(a)(iclause (x), (ii) the Company shall not, and shall cause each of its Subsidiaries not to, directly or (iii).indirectly:

Conduct of Business by the Company Pending the Merger. (a) Except as expressly contemplated or permitted by this Agreement or as set forth on Section 7.1 of the The Company Disclosure Lettercovenants and agrees that, from between the date of this Agreement until and the earlier to occur of the Closing Effective Time and the termination of date, if any, on which this Agreement is terminated pursuant to Article IXSection 8.1, unless Parent shall otherwise consent except (a) as may be required by Law, (b) as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (c) as may be expressly permitted pursuant to this Agreement, including effecting the Recapitalization or except Pre-Merger Special Distribution, as required by Applicable Lawthe case may be, or (d) as set forth in Section 6.1 of the Company shallDisclosure Schedule, (x) the business of the Company and its Subsidiaries shall be conducted only in, and such entities shall cause its Subsidiaries to, conduct their business not take any action except in the Ordinary Course ordinary course of Business business and in a manner consistent with past practice in all material respects and, to and the extent not inconsistent therewith, Company and its Subsidiaries shall use their respective commercially reasonable efforts to (i) preserve their business organizations substantially intact their current business organizationsand maintain existing relations with Governmental Authorities, (ii) preserve in all material respects their relationships with top customers, suppliers, licensorsdistributors, licensees, distributors licensors, creditors, landlords, employees and other third parties that are person with whom the Company maintains a material to the operation of the business and (iii) keep available their present officers and key employeesrelationship; provided, thathowever, in the case of the immediately preceding clauses (i), (ii) and (iii), commercially reasonable efforts shall not be deemed to require the Company or any of its Subsidiaries to exert any efforts with respect to a particular matter that are greater than the level of efforts exerted no action by the Company or such Subsidiary with respect to such matter prior to the date of this Agreement; provided, further, that (i) no action or inaction by the Company or any of its Subsidiaries with respect to any of the matters specifically addressed by another any provision of this Section 7.1 6.1 shall be deemed to be a breach of the portion of this sentence preceding this proviso unless such action or inaction would constitute a breach of such other provision specific provision; and (iiy) the failure of Parent to take any action prohibited by Section 7.2(b) Company shall not be deemed to be a breach of this Section 7.1(a)(i)(except for any actions taken in connection with the Distribution or the Recapitalization or Pre-Merger Special Distribution, (ii) or (iii).as the case may be):

Conduct of Business by the Company Pending the Merger. (a) Except as expressly contemplated or permitted by this Agreement or as set forth on Section 7.1 of the The Company Disclosure Lettercovenants and agrees that, from between the date of this Agreement until and the earlier to occur of the Closing Effective Time and the termination of date, if any, on which this Agreement is terminated pursuant to Article IXSection 7.1 (Termination), unless Parent shall otherwise consent except as (a) may be required by Law, (b) may be consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed or conditioned(except with respect to subsections (c) (with respect to the Company Common Stock only), (d) or except as required by Applicable Law(l) of this Section 5.1), (c) may be expressly required, contemplated or permitted pursuant to this Agreement or (d) set forth in Section 5.1 of the Company shallDisclosure Letter, (x) the Company shall (i) use its reasonable best efforts to conduct the business of the Company and shall cause its Subsidiaries to, conduct their business in the Ordinary Course ordinary course of Business business consistent with past practice and in compliance in all material respects andwith applicable Laws, including the timely filing of all reports, forms or other documents with the SEC required pursuant to the extent not inconsistent therewithSecurities Act, use commercially reasonable efforts to (i) preserve substantially intact their current business organizationsthe Exchange Act or the Xxxxxxxx-Xxxxx Act, and (ii) use its reasonable best efforts to preserve in all material respects their its present relationships with customers, suppliers, licensors, licensees, distributors key suppliers and other third parties that are Persons with which it has material to the operation of the business and relations (iii) keep available their present officers and key employees; provided, that, in the case of the immediately preceding clauses (i), (ii) and (iii), commercially reasonable efforts shall not be deemed to require the Company or any of its Subsidiaries to exert any efforts with respect to a particular matter that are greater than the level of efforts exerted by the Company or such Subsidiary with respect to such matter prior to the date of this Agreement; provided, furtherhowever, that (i) no action or inaction by the Company or any of its Subsidiaries Subsidiaries, as applicable, with respect to any of the matters specifically addressed by another any provision of this Section 7.1 the immediately succeeding clause (y) shall be deemed to be a breach of the portion of this sentence preceding this proviso foregoing unless such action or inaction would constitute a breach of such other provision of the immediately succeeding clause (y)), and (iiiii) use its reasonable best efforts to, and shall cause its Subsidiaries to use their reasonable best efforts to, continue to maintain, in all material respects, its material assets, properties, rights and operations in accordance with present practice; and (y) the failure of Parent to take any action prohibited by Section 7.2(b) Company shall not, and shall not be deemed to be a breach permit any of this Section 7.1(a)(i), (ii) or (iii).its Subsidiaries to:

Conduct of Business by the Company Pending the Merger. (a) Except as expressly contemplated or permitted by this Agreement or as set forth on Section 7.1 of the The Company Disclosure Lettercovenants and agrees that, from between the date of this Agreement until the earlier to occur of the Closing and the termination of Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article IXSection 8.1, unless Parent shall otherwise consent except (i) as may be required by Law, (ii) as may be agreed in writing by Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be expressly permitted pursuant to, or except required under, this Agreement, or (iv) as required by Applicable Lawset forth in Section 6.1 of the Company Disclosure Schedule, the business of the Company shalland its subsidiaries shall be conducted only in, and such entities shall cause its Subsidiaries tonot take any action except in, conduct their the ordinary course of business and in the Ordinary Course of Business a manner consistent with past practice in all material respects and, to respects; and the extent not inconsistent therewith, Company and its subsidiaries shall use commercially their reasonable best efforts to (i) preserve substantially intact their current the Company’s business organizationsorganization (except that any of its wholly-owned subsidiaries may be merged with or into, (ii) preserve in all material respects their relationships or be consolidated with customers, suppliers, licensors, licensees, distributors and any of its other third parties that are material to the operation of the business and (iii) keep available their present officers and key employees; provided, that, in the case of the immediately preceding clauses (i), (ii) and (iii), commercially reasonable efforts shall not wholly-owned subsidiaries or may be deemed to require liquidated into the Company or any of its Subsidiaries subsidiaries), to exert any efforts with respect keep available the services of those of their present officers, employees and consultants who are integral to a particular matter the operation of their businesses as presently conducted; provided, however, that are greater than the level of efforts exerted no action by the Company or such Subsidiary its subsidiaries with respect to such matter prior to the date of this Agreement; provided, further, that (i) no action or inaction by the Company or any of its Subsidiaries with respect to any of the matters specifically addressed by another any provision of this Section 7.1 6.1 shall be deemed to be a breach of the portion of this sentence preceding this proviso unless such action or inaction would constitute a breach of such other provision and specific provision. Furthermore, the Company agrees with Buyer that, except as set forth in Section 6.1 of the Company Disclosure Schedule or as may be consented to in writing by Buyer (ii) the failure of Parent to take any action prohibited by Section 7.2(b) which consent shall not be deemed to be a breach of this Section 7.1(a)(iunreasonably withheld, delayed or conditioned (unless otherwise provided below)), (ii) or (iii).the Company shall not, and shall not permit any subsidiary to:

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, except (ai) Except as may be required by Law, (ii) as may be agreed in writing by Parent, (iii) as may be expressly contemplated or permitted by pursuant to this Agreement or (iv) as set forth on in Section 7.1 6.1 of the Company Disclosure Letter, from the business of the Company and its subsidiaries shall be conducted only in, and such entities shall not take any action except in the ordinary course of business and in a manner consistent with past practice; and the Company and its subsidiaries shall use their reasonable best efforts to preserve substantially intact the Company’s business organization, to keep available the services of those of their current officers, employees and consultants who are integral to the operation of their businesses as currently conducted, preserve substantially intact all material relationships with customers, suppliers, Governmental Authorities and other persons having significant business dealings with it and maintain its permits; provided, however, that no action by the Company or its subsidiaries with respect to matters specifically addressed by any provision of this Section 6.1 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision set forth below. Furthermore, the Company agrees with Parent that, except as set forth in Section 6.1 of the Company Disclosure Letter, the Company shall not, and shall not permit any of its subsidiaries to, between the date of this Agreement until and the earlier Effective Time, directly or indirectly, do, or agree to occur do, any of the Closing and the termination following without prior written consent of this Agreement pursuant to Article IX, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), or except as required by Applicable Law, the Company shall, and shall cause its Subsidiaries to, conduct their business in the Ordinary Course of Business in all material respects and, to the extent not inconsistent therewith, use commercially reasonable efforts to (i) preserve substantially intact their current business organizations, (ii) preserve in all material respects their relationships with customers, suppliers, licensors, licensees, distributors and other third parties that are material to the operation of the business and (iii) keep available their present officers and key employees; provided, that, in the case of the immediately preceding clauses (i), (ii) and (iii), commercially reasonable efforts shall not be deemed to require the Company or any of its Subsidiaries to exert any efforts with respect to a particular matter that are greater than the level of efforts exerted by the Company or such Subsidiary with respect to such matter prior to the date of this Agreement; provided, further, that (i) no action or inaction by the Company or any of its Subsidiaries with respect to any of the matters specifically addressed by another provision of this Section 7.1 shall be deemed to be a breach of the portion of this sentence preceding this proviso unless such action or inaction would constitute a breach of such other provision and (ii) the failure of Parent to take any action prohibited by Section 7.2(b) shall not be deemed to be a breach of this Section 7.1(a)(i), (ii) or (iii).):

Conduct of Business by the Company Pending the Merger. (a) Except as expressly contemplated or permitted by this Agreement or as set forth on Section 7.1 of the The Company Disclosure Lettercovenants and agrees that, from between the date of this Agreement until and the earlier to occur of the Closing Effective Time and the termination date, if any, on which this Agreement is terminated pursuant to Section 8.1, except as (a) may be required by Law, (b) subject to the last paragraph of this Agreement pursuant Section 6.1, the Company determines, in good faith, may be necessary or advisable in accordance with the COVID Measures or otherwise in response to Article IXCOVID-19, unless Parent shall otherwise consent (c) may be consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), (d) may be expressly required or except as required by Applicable Lawexpressly contemplated pursuant to this Agreement or (e) set forth in Section 6.1 of the Company Disclosure Letter, (x) the Company shall use its reasonable best efforts to conduct the business of the Company and its Subsidiaries in the ordinary course of business, and to the extent consistent therewith, the Company shall, and shall cause use its Subsidiaries to, conduct their business in the Ordinary Course of Business in all material respects and, to the extent not inconsistent therewith, use commercially reasonable best efforts to (i) preserve substantially intact their current business organizations, (ii) preserve in all material respects their its present relationships with key customers, suppliers, licensors, licensees, distributors employees and other third parties that are Persons with which it has material to the operation of the business and relations (iii) keep available their present officers and key employees; provided, that, in the case of the immediately preceding clauses (i), (ii) and (iii), commercially reasonable efforts shall not be deemed to require the Company or any of its Subsidiaries to exert any efforts with respect to a particular matter that are greater than the level of efforts exerted by the Company or such Subsidiary with respect to such matter prior to the date of this Agreement; provided, furtherhowever, that (i) no action or inaction by the Company or any of its Subsidiaries Subsidiaries, as applicable, with respect to any of the matters specifically addressed by another any provision of this Section 7.1 the immediately succeeding clause (y) shall be deemed to be a breach of the portion of this sentence preceding this proviso foregoing unless such action or inaction would constitute a breach of such other provision of the immediately succeeding clause (y)); and (iiy) the failure of Parent to take any action prohibited by Section 7.2(b) Company shall not, and shall not be deemed to be a breach permit any of this Section 7.1(a)(i), (ii) or (iii).its Subsidiaries to:

Conduct of Business by the Company Pending the Merger. (a) Except as expressly contemplated or permitted by this Agreement or as set forth on Section 7.1 of the The Company Disclosure Lettercovenants and agrees that, from between the date of this Agreement until and the earlier to occur of the Closing Effective Time and the termination of date, if any, on which this Agreement pursuant to Article IXis terminated in accordance with Section 7.1, unless Parent shall otherwise consent except (A) as may be required by Law, (B) as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (C) as may be expressly contemplated or except required pursuant to this Agreement, (D) for any reasonable and good faith actions taken or omitted to be taken, or any plans, procedures and practices adopted, solely to preserve the property and assets of the Company and its Subsidiaries or to protect the safety or health of personnel of the Company and its Subsidiaries in connection with the COVID-19 pandemic, in each case (i) consistent with prior practice or with respect to which the Company has reasonably consulted with Parent (to the extent practicable), and (ii) other than with respect to Section 5.1(a), Section 5.1(b), Section 5.1(c), Section 5.1(d), Section 5.1(k), Section 5.1(m), Section 5.1(q), Section 5.1(r), Section 5.1(s), and Section 5.1(y), to which this clause (D) shall not apply, and Section 5.1(n), to which this clause (D) shall be limited as required by Applicable Lawset forth therein, or (E) as set forth in Section 5.1 of the Company Disclosure Letter, (x) the Company shall, and shall cause its Subsidiaries to, conduct their the business of the Company and its Subsidiaries in the Ordinary Course ordinary course of Business business and in all material respects and, to the extent not inconsistent therewith, a manner consistent with past practice and use commercially reasonable best efforts to (i) preserve substantially intact their current its assets and business organizations, (ii) preserve in all organization and maintain its existing relationships and goodwill with material respects their relationships with customers, suppliers, licensorsdistributors, licenseesGovernmental Authorities and business partners, distributors and other third parties that are material to the operation of the business and (iii) keep available their present the services of its officers and key employees; provided, that, in the case of the immediately preceding clauses (i), (ii) and (iii), commercially reasonable efforts shall not be deemed to require y) the Company or any of shall not, and shall cause its Subsidiaries to exert any efforts with respect to a particular matter that are greater than the level of efforts exerted by the Company not to, directly or such Subsidiary with respect to such matter prior to the date of this Agreement; provided, further, that (i) no action or inaction by the Company or any of its Subsidiaries with respect to any of the matters specifically addressed by another provision of this Section 7.1 shall be deemed to be a breach of the portion of this sentence preceding this proviso unless such action or inaction would constitute a breach of such other provision and (ii) the failure of Parent to take any action prohibited by Section 7.2(b) shall not be deemed to be a breach of this Section 7.1(a)(i), (ii) or (iii).indirectly:

Conduct of Business by the Company Pending the Merger. (a) Except as expressly contemplated or permitted by The Company agrees that between the date of this Agreement or and the earlier of the Effective Time and the termination of this Agreement in accordance with its terms (the “Pre-Closing Period”), except (i) as set forth on in Section 7.1 5.01 of the Company Disclosure Letter, from the date (ii) as expressly contemplated or required by any other provision of this Agreement until Agreement, (iii) as required by applicable Law, any Governmental Entity of competent jurisdiction or the earlier to occur rules or regulations of the Closing and Nasdaq or (iv) with the termination prior written consent of this Agreement pursuant to Article IX, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), or except as required by Applicable Law, the Company shallwill, and shall will cause its Subsidiaries each Company Subsidiary to, use its reasonable best efforts to conduct their business its operations in the Ordinary Course ordinary course of Business in all material respects business and, to the extent not inconsistent consistent therewith, the Company will, and will cause each Company Subsidiary to, use commercially its reasonable best efforts to (iA) preserve substantially intact their current its material assets, properties, Company Material Contracts and business organizations, (iiB) preserve in all keep available the services of its current officers and key employees, subject to terminations for “cause” and (C) maintain existing relations with material respects their relationships with customers, suppliers, channel partners, distributors, lessors, licensors, licensees, distributors creditors, contractors and other third parties that are material key persons with whom the Company and the Company Subsidiaries have significant relationships to the operation extent that the Company or one of the business and (iii) keep available their present officers and key employeesCompany Subsidiaries has not, as of the date of this Agreement, already notified any such person of its intent to modify or terminate such relations; provided, that, in the case of the immediately preceding clauses (i), (ii) and (iii), commercially reasonable efforts shall not be deemed to require the Company or any of its Subsidiaries to exert any efforts no action with respect to a particular matter that are greater than the level of efforts exerted matters addressed by the Company or such Subsidiary with respect to such matter prior to the date of this Agreement; provided, further, that (i) no action or inaction by the Company or any of its Subsidiaries with respect to any subclause of the matters specifically addressed by another provision of this following Section 7.1 5.01(b) shall be deemed to be constitute a breach of the portion of this sentence preceding this proviso ‎ Section 5.01(a) unless such action or inaction would constitute a breach of such other provision and (ii) the failure subclause of Parent to take any action prohibited by Section 7.2(b) shall not be deemed to be a breach of this Section 7.1(a)(i), (ii) or (iii5.01(b).