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

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with Section 7.1, except (A) as required by applicable Law, (B) as may be consented to in writing by Parent (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), (C) as may be expressly required pursuant to this Agreement; (D) as required by the 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 the business of the 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 consistent therewith, use reasonable best efforts to preserve its assets and business organization intact in all material respects and maintain its existing business relations and goodwill with customers, suppliers, licensors, distributors, Governmental Authorities, independent contractors, employees and business partners, in each case whose business relationships are material to the Company and its Subsidiaries, taken as a whole (provided that, with respect to clause (x), no action or failure to take action with respect to matters specifically addressed by any of the provisions of clause (y) shall constitute a breach of clause (x) unless such action or failure to take action would constitute a breach of such applicable provision of clause (y)), and (y) without limiting the generality of clause (x), the Company shall not, and shall cause each of its Subsidiaries not to, directly or indirectly:

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with Section 7.1Time, except (A) as required by applicable Law, (B) as may be consented to in writing by Parent (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), (C) as may be expressly required pursuant to this Agreement; (D) as required by the terms of any Company Material Contract set forth on in Section 3.15 6.01 of the Company Disclosure Letter Schedule or as otherwise expressly provided for in effect on the date of this Agreement or (E) as set forth on Section 5.1 of the Company Disclosure LetterAgreement, (x) unless Merger Sub shall otherwise agree in writing, the Company shall, and shall cause each of its Subsidiaries subsidiaries, to conduct its business in the ordinary course and in a manner consistent in all material respects with past practice. The Company shall, and shall cause its subsidiaries to, conduct use all commercially reasonable efforts to (i) preserve intact its business organization, (ii) keep available the business services of the current officers, employees and consultants of the Company and its Subsidiaries subsidiaries, (iii) preserve the current relationships of the Company and its subsidiaries with customers, distributors, suppliers, licensors, licensees, contractors and other persons with which the Company or its subsidiaries has significant business relations, (iv) maintain all assets in all material respects good repair and condition (except for ordinary wear and tear) other than those disposed of in the ordinary course of business, (v) maintain all insurance necessary to the conduct of the Company's business as currently conducted, (vi) maintain its books of account and records in the usual, regular and ordinary manner, (vii) maintain and protect all of its material Intellectual Property Rights in a manner consistent with past practice and, to the extent consistent therewith, use reasonable best efforts to preserve its assets and business organization intact in all material respects with past practice and maintain its existing business relations (viii) complete the implementation of the New System on or before June 30, 1999. By way of amplification and goodwill with customersnot limitation, suppliersexcept as contemplated by this Agreement, licensors, distributors, Governmental Authorities, independent contractors, employees and business partners, or as set forth in each case whose business relationships are material to Section 6.01 of the Company and its Subsidiaries, taken as a whole (provided that, with respect to clause (x), no action or failure to take action with respect to matters specifically addressed by any of the provisions of clause (y) shall constitute a breach of clause (x) unless such action or failure to take action would constitute a breach of such applicable provision of clause (y)), and (y) without limiting the generality of clause (x)Disclosure Schedule, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, between the date of this Agreement and the Effective Time, directly or indirectlyindirectly do, or propose to do, any of the following without the prior written consent of Merger Sub:

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with pursuant to Section 7.18.1, except as (Aw) as required by applicable LawLaw or the COVID Measures, (Bx) as may be consented to in writing by Parent the Acquiring Parties (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 which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), (Cy) as may be expressly required pursuant to this Agreement; Agreement (Dincluding, for clarity, any actions or inactions expressly contemplated by Section 6.10) as required by the terms of any Company Material Contract or (z) set forth on in Section 3.15 of the Company Disclosure Letter as in effect on the date of this Agreement or (E6.1(a) as set forth on Section 5.1 of the Company Disclosure Letter, (x) the Company shall, and shall cause each of its Subsidiaries to, use its and their reasonable best efforts to conduct the business of the Company and its Subsidiaries in all material respects in the ordinary course of business and in a manner consistent with past practice andpractice, and to the extent consistent therewith, the Company shall use its reasonable best efforts to (A) preserve its assets and business organization intact in all material respects its present lines of business and maintain business organization and its existing business relations and goodwill relationships with key customers, supplierssuppliers and other Persons with which it has material business relations, licensors(B) cooperate with the Acquiring Parties to keep available the services of its current officers and CEO Direct Reports (and to promptly notify the Acquiring Parties of the departure of any such officers or CEO Direct Reports), distributors, Governmental Authorities, independent contractors, employees except with respect to any termination for cause and business partners, in each case whose business relationships are material to (C) maintain the rights of the Company and its Subsidiaries, taken as a whole (provided that, with respect to clause (x), no action or failure to take action with respect to matters specifically addressed by any of Subsidiaries under the provisions of clause (y) shall constitute a breach of clause (x) unless such action or failure to take action would constitute a breach of such applicable provision of clause (y)), Company Permits and (y) without the Company Material Contracts. Without limiting the generality of clause the foregoing, except as (w) required by Law or contractual obligations under Material Contracts in effect as of the date hereof or any Contract entered into with the written consent of the Acquiring Parties after the date hereof, (x) consented to in writing by the Acquiring Parties (in the case of clauses, (a)(ii) and (e) through (y), which consent shall not be unreasonably withheld, conditioned or delayed and in the case of clauses (a)(i), (b), (c) and (d), may be withheld in the Acquiring Parties’ sole discretion), (y) expressly required pursuant to this Agreement (including, for clarity, any actions or inactions expressly contemplated by Section 6.10) or expressly requested by the Acquiring Parties in connection with the Arriver/Non-Arriver Separation Planning or (z) set forth in Section 6.1 of the Company Disclosure Letter, the Company shall not, and shall cause each not permit any of its Subsidiaries not to, directly or indirectly:

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between during the period from the date of this Agreement and continuing until the earlier of the Effective Time and the date, if any, on which termination of this Agreement is terminated in accordance with Section 7.1, except (A) as required by applicable Law, (B) as may be consented to in writing by Parent (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), (C) as may be expressly required pursuant to this Agreement; (D) as required by the terms of any Company Material Contract hereof or the Effective Time, unless Parent shall otherwise agree in writing, and except as set forth on in Section 3.15 4.01 of the Company Disclosure Letter as in effect on the date of this Agreement or (E) as set forth on Section 5.1 of Schedule, the Company Disclosure Letter, (x) the Company shall, shall conduct its business and shall cause each the businesses of its Subsidiaries tosubsidiaries to be conducted only in, conduct the business of and the Company and its Subsidiaries in all material respects in subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice andpractice, except as otherwise required or explicitly permitted pursuant to the extent consistent therewith, terms of this Agreement; and the Company shall use reasonable best commercial efforts to preserve its assets and substantially intact the business organization intact in all material respects and maintain its existing business relations and goodwill with customers, suppliers, licensors, distributors, Governmental Authorities, independent contractors, employees and business partners, in each case whose business relationships are material to of the Company and its Subsidiariessubsidiaries, taken to keep available the services of the present officers, employees and consultants of the Company and its subsidiaries and to preserve the present relationships of the Company and its subsidiaries with customers, suppliers and other persons with which the Company or any of its subsidiaries has significant business relations, except as a whole (provided thatotherwise required or explicitly permitted pursuant to the terms of this Agreement. By way of amplification and not limitation, except as otherwise required or explicitly permitted pursuant to the terms of this Agreement or as set forth in Section 4.01 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries shall, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with respect the terms hereof or the Effective Time, directly or indirectly do, or propose to clause (x)do, no action or failure enter into or materially amend any contract, agreement, commitment or arrangement to take action with respect to matters specifically addressed by effect, any of the provisions following without the prior written consent of clause Parent (y) shall constitute a breach which consent, in the case of clause clauses (x) unless such action or failure to take action would constitute a breach of such applicable provision of clause (y)e)(iv), (e)(v), (g), (h), (j),(i) and (yk) without limiting the generality of clause (x)below, the Company shall not, and shall cause each of its Subsidiaries not to, directly or indirectly:be unreasonable withheld):

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with Section 7.1Time, except (A) as required by applicable Law, (B) as may be consented to in writing by Parent (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), (C) as may be expressly required pursuant to this Agreement; (D) as required by the terms of any Company Material Contract set forth on in Section 3.15 6.01 of the Company Disclosure Letter Statement or as otherwise expressly provided for in effect on the date of this Agreement or (E) as set forth on Section 5.1 of the Company Disclosure LetterAgreement, (x) unless Merger Sub shall otherwise agree in writing, the Company shall, and shall cause each of its Subsidiaries subsidiaries to, conduct its business in the ordinary course and in a manner consistent in all material respects with past practice. The Company shall, and shall cause its subsidiaries to, use commercially reasonable efforts to (i) preserve intact its business organization, (ii) keep available the services of the current officers, key employees and consultants of the Company and its Subsidiaries subsidiaries, (iii) preserve the current relationships of the Company and its subsidiaries with customers, franchisees, distributors, suppliers, licensors, licensees, contractors and other persons with which the Company or its subsidiaries has significant business relations, (iv) maintain all assets in all material respects good repair and condition (except for ordinary wear and tear) other than those disposed of in the ordinary course of business, (v) maintain all insurance necessary to the conduct of the Company's business as currently conducted, (vi) maintain its books of account and records in the usual, regular and ordinary manner, and (vii) maintain, enforce and protect all of the material Intellectual Property Rights owned or used by the Company or its subsidiaries in a manner consistent with past practice and, to the extent consistent therewith, use reasonable best efforts to preserve its assets and business organization intact in all material respects with past practice. By way of amplification and maintain its existing business relations and goodwill with customersnot limitation, suppliersexcept as contemplated by this Agreement, licensors, distributors, Governmental Authorities, independent contractors, employees and business partners, or as set forth in each case whose business relationships are material to Section 6.01 of the Company and its Subsidiaries, taken as a whole (provided that, with respect to clause (x), no action or failure to take action with respect to matters specifically addressed by any of the provisions of clause (y) shall constitute a breach of clause (x) unless such action or failure to take action would constitute a breach of such applicable provision of clause (y)), and (y) without limiting the generality of clause (x)Disclosure Statement, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, between the date of this Agreement and the Effective Time, directly or indirectly:indirectly do, or propose to do, any of the following without the prior written consent of Merger Sub (which shall not be unreasonably withheld).

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between Following the date of this Agreement and prior to the earlier of the Effective Time and the date, if any, date on which this Agreement is terminated pursuant to Section 9.1, except as may be consented to in writing by Verizon (which consent shall not be unreasonably withheld, conditioned or delayed) or as expressly contemplated by a Transaction Agreement or as set forth in Section 7.1 of the Company Disclosure Letter, the Company covenants and agrees that each of the Company and the Company Subsidiaries shall conduct its operations in accordance with its ordinary course of business, consistent with past practice and in compliance with all Laws applicable to it or to the conduct of its business, and use all commercially reasonable efforts to preserve intact its present business organization, maintain rights and franchises, keep available the services of its current officers and key employees and preserve its relationships with customers and vendors in such a manner that its goodwill and ongoing businesses would not reasonably be anticipated to be impaired in any material respect. Following the date of this Agreement and prior to the earlier of the Effective Time and the date on which this Agreement is terminated pursuant to Section 7.1, 9.1 (and notwithstanding the immediately preceding sentence) except (Ai) as may be required by applicable Law, (Bii) as may be consented to in writing by Parent Verizon (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 which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed, except in the case of clauses (a), (Cb), (d), (e), (f), (h), (n), (p) and, in respect of the foregoing clauses, (q) of this Section 7.1, with respect to which such consent may be withheld in Verizon’s sole discretion), (iii) as may be expressly required pursuant to this Agreement; (D) as required contemplated by the 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 the other Transaction Agreements, or (Eiv) as set forth on in Section 5.1 7.1 of the Company Disclosure Letter, (x) the Company shall, and shall cause each of its Subsidiaries to, conduct the business of the 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 consistent therewith, use reasonable best efforts to preserve its assets and business organization intact in all material respects and maintain its existing business relations and goodwill with customers, suppliers, licensors, distributors, Governmental Authorities, independent contractors, employees and business partners, in each case whose business relationships are material to the Company and its Subsidiaries, taken as a whole (provided that, with respect to clause (x), no action or failure to take action with respect to matters specifically addressed by any of the provisions of clause (y) shall constitute a breach of clause (x) unless such action or failure to take action would constitute a breach of such applicable provision of clause (y)), and (y) without limiting the generality of clause (x), the Company shall not, and nor shall cause each it permit any of its the Company Subsidiaries not to, directly or indirectly:to:‌

Conduct of Business by the Company Pending the Merger. The Company covenants During the period from and agrees that, between after the date of this Agreement and to the earlier of the Effective Time and or the date, if any, on which termination of this Agreement is terminated in accordance with pursuant to Section 7.18.01, except unless (Aa) as otherwise required, contemplated or permitted by this Agreement, (b) set forth on Section 5.01 of the Disclosure Schedule, (c) required by applicable LawLaw or Nasdaq rule or (d) Parent gives its written consent, (B) as may be consented to in writing by Parent (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 which consent shall not be unreasonably withheld, delayed conditioned or conditioned)delayed, (C) as may be expressly required pursuant to this Agreement; (D) as required by the 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, subsidiaries to conduct the Company’s business of the Company and its Subsidiaries in all material respects in the ordinary course of business and in a manner consistent with past practice andpractice, to the extent consistent therewith, and use commercially reasonable best efforts to (i) preserve its assets and business organization intact in all material respects and maintain its existing business relations and goodwill present relationships with each of its customers, suppliers, licensors, distributors, Governmental Authorities, independent contractors, employees and business partners, in each case whose business relationships are material to other persons with whom the Company has material business relations, (ii) maintain satisfactory relationships with and its Subsidiaries, taken as a whole (provided that, with respect to clause (x), no action or failure to take action with respect to matters specifically addressed by any keep available the services of the provisions of clause (y) shall constitute a breach of clause (x) unless such action or failure to take action would constitute a breach of such applicable provision of clause (y))Company’s current officers and other Key Employees, and (yiii) without limiting preserve in all material respects its present relationships with Governmental Authorities and maintain in effect all material Healthcare Permits that are required for the generality Company or its subsidiaries to carry on their respective businesses as currently conducted. During the period from the date of clause (x)this Agreement to the earlier of the Effective Time or the termination of this Agreement pursuant to Section 8.01, the Company shall not, and shall cause each not permit any of its Subsidiaries not subsidiaries to, directly unless (A) otherwise required, contemplated or indirectlypermitted by this Agreement (including to the extent required to comply with the Company’s obligations in the immediately preceding sentence), (B) forth on Section 5.01 of the Disclosure Schedule, (C) required by applicable Law or Nasdaq rule or (D) Parent gives its written consent, which consent shall not be unreasonably withheld, conditioned or delayed:

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between Following the date of this Agreement and prior to the earlier of the Effective Time and the date, if any, date on which this Agreement is terminated pursuant to Section 9.1, except as may be consented to in writing by Verizon (which consent shall not be unreasonably withheld, conditioned or delayed) or as expressly contemplated by a Transaction Agreement or as set forth in Section 7.1 of the Company Disclosure Letter, the Company covenants and agrees that each of the Company and the Company Subsidiaries shall conduct its operations in accordance with its ordinary course of business, consistent with past practice and in compliance with all Laws applicable to it or to the conduct of its business, and use all commercially reasonable efforts to preserve intact its present business organization, maintain rights and franchises, keep available the services of its current officers and key employees and preserve its relationships with customers and vendors in such a manner that its goodwill and ongoing businesses would not reasonably be anticipated to be impaired in any material respect. Following the date of this Agreement and prior to the earlier of the Effective Time and the date on which this Agreement is terminated pursuant to Section 7.1, 9.1 (and notwithstanding the immediately preceding sentence) except (Ai) as may be required by applicable Law, (Bii) as may be consented to in writing by Parent Verizon (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 which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed, except in the case of clauses (a), (Cb), (d), (e), (f), (h), (n), (p) and, in respect of the foregoing clauses, (q) of this Section 7.1, with respect to which such consent may be withheld in Verizon’s sole discretion), (iii) as may be expressly required pursuant to this Agreement; (D) as required contemplated by the 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 the other Transaction Agreements, or (Eiv) as set forth on in Section 5.1 7.1 of the Company Disclosure Letter, (x) the Company shall, and shall cause each of its Subsidiaries to, conduct the business of the 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 consistent therewith, use reasonable best efforts to preserve its assets and business organization intact in all material respects and maintain its existing business relations and goodwill with customers, suppliers, licensors, distributors, Governmental Authorities, independent contractors, employees and business partners, in each case whose business relationships are material to the Company and its Subsidiaries, taken as a whole (provided that, with respect to clause (x), no action or failure to take action with respect to matters specifically addressed by any of the provisions of clause (y) shall constitute a breach of clause (x) unless such action or failure to take action would constitute a breach of such applicable provision of clause (y)), and (y) without limiting the generality of clause (x), the Company shall not, and nor shall cause each it permit any of its the Company Subsidiaries not to, directly or indirectly:

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between Following the date of this Agreement and prior to the earlier of the Effective Time and the date, if any, date on which this Agreement is terminated pursuant to Section 9.1, except as may be consented to in writing by Verizon (which consent shall not be unreasonably withheld, conditioned or delayed) or as expressly contemplated by a Transaction Agreement or as set forth in Section 7.1 of the Company Disclosure Letter, the Company covenants and agrees that each of the Company and the Company Subsidiaries shall conduct its operations in accordance with its ordinary course of business, consistent with past practice and in compliance with all Laws applicable to it or to the conduct of its business, and use all commercially reasonable efforts to preserve intact its present business organization, maintain rights and franchises, keep available the services of its current officers and key employees and preserve its relationships with customers and vendors in such a manner that its goodwill and ongoing businesses would not reasonably be anticipated to be impaired in any material respect. Following the date of this Agreement and prior to the earlier of the Effective Time and the date on which this Agreement is terminated pursuant to Section 7.1, 9.1 (and notwithstanding the immediately preceding sentence) except (Ai) as may be required by applicable Law, (Bii) as may be consented to in writing by Parent Verizon (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 which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed, except in the case of clauses (a), (Cb), (d), (e), (f), (h), (n), (p) and, in respect of the foregoing clauses, (q) of this Section 7.1, with respect to which such consent may be withheld in Verizon's sole discretion), (iii) as may be expressly required pursuant to this Agreement; (D) as required contemplated by the 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 the other Transaction Agreements, or (Eiv) as set forth on in Section 5.1 7.1 of the Company Disclosure Letter, (x) the Company shall, and shall cause each of its Subsidiaries to, conduct the business of the 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 consistent therewith, use reasonable best efforts to preserve its assets and business organization intact in all material respects and maintain its existing business relations and goodwill with customers, suppliers, licensors, distributors, Governmental Authorities, independent contractors, employees and business partners, in each case whose business relationships are material to the Company and its Subsidiaries, taken as a whole (provided that, with respect to clause (x), no action or failure to take action with respect to matters specifically addressed by any of the provisions of clause (y) shall constitute a breach of clause (x) unless such action or failure to take action would constitute a breach of such applicable provision of clause (y)), and (y) without limiting the generality of clause (x), the Company shall not, and nor shall cause each it permit any of its the Company Subsidiaries not to, directly or indirectly:

Conduct of Business by the Company Pending the Merger. The Company covenants Except (1) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed (except with respect to Sections 5.1(a)(i) through (iii) and agrees that5.1(g)(B), between the date of this Agreement and the earlier of the Effective Time and the datefor which consent may be withheld in Parent's sole discretion)), if any, on which this Agreement is terminated in accordance with Section 7.1, except (A2) as required by applicable Law, (B3) as may be consented to in writing expressly contemplated by Parent (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), (C) as may be expressly required pursuant to this Agreement; (D) as required by the 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 (E4) as otherwise set forth on in Section 5.1 of the Company Disclosure Letter, during the period from the date hereof until the Effective Time (xor such earlier date on which this Agreement may be terminated) the Company shall, and shall cause each of its Subsidiaries to, conduct the carry on its business of the Company and its Subsidiaries in all material respects in the ordinary course consistent with past practice. To the extent consistent with the foregoing and except as otherwise consented to in writing by Parent, the Company and its Subsidiaries shall use their respective reasonable best efforts to preserve their assets and properties in good repair and condition, preserve their business organizations intact, maintain existing relations and goodwill with Governmental Entities, alliances, customers, suppliers, employees and business associates and manage its working capital (including the timing of collection of accounts receivable, the payment of accounts payable and the management of inventory) in the ordinary course of business and in a manner consistent with past practice and, to the extent consistent therewithin each case, use reasonable best efforts to preserve its assets and business organization intact in all material respects and maintain its existing business relations and goodwill with customers, suppliers, licensors, distributors, Governmental Authorities, independent contractors, employees and business partners, in each case whose business relationships are material to the Company and its Subsidiaries, taken as a whole (provided that, with respect to clause (x), no action or failure to take action with respect to matters specifically addressed by any of the provisions of clause (y) shall constitute a breach of clause (x) unless such action or failure to take action would constitute a breach of such applicable provision of clause (y)), and (y) without respects. Without limiting the generality of clause the foregoing, and except as (x)i) required by applicable Law, (ii) expressly contemplated by this Agreement or (iii) otherwise set forth in Section 5.1 of the Company Disclosure Letter, during such period, the Company shall not, and shall cause each not permit any of its Subsidiaries not to, directly without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or indirectly:delayed (except with respect to Sections 5.1(a)(i) through (iii) and 5.1(g)(B), for which consent may be withheld in Parent's sole discretion)):