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 agrees that, between the date of this Agreement and the Effective Time, except as expressly contemplated by this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the businesses of the Company and the Subsidiaries shall be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice, and the Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of its present officers and employees and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons with which the Company or any Subsidiary has material business relations, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting the generality of the foregoing, except as contemplated by any other provision of this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the Company agrees that neither the Company nor any Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned:

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 termination of this Agreement or the Effective Time, unless Parent shall otherwise agree in writing and except as expressly contemplated required by this Agreement or as set forth in Section 5.01 of the UK Purchase Agreement, (i) the Company Disclosure Schedule, shall conduct its business and shall cause the businesses of the Company and the its Subsidiaries shall to be conducted only in, and the Company and the its Subsidiaries shall not take any an action except in, the ordinary course of business and in a manner consistent with past practice, and (ii) the Company shall, and shall cause each of the Subsidiaries to, use its all reasonable best efforts consistent with past practice effort to preserve substantially intact the business organization of the Company and the its Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of the present officers, employees and consultants of the Company and its present officers and employees Subsidiaries and to preserve the current present relationships of the Company and the its Subsidiaries with customers, suppliers and other Persons persons with which the Company or any Subsidiary of its Subsidiaries has material significant business relations, in each case in the ordinary course . By way of business amplification and in a manner consistent with past practice. Without limiting the generality of the foregoingnot limitation, except as contemplated by any other provision of this Agreement or as set forth in Section 5.01 of required by the Company Disclosure ScheduleUK Purchase Agreement or as described on SCHEDULE 6.01, the Company agrees that neither the Company nor any Subsidiary of its Subsidiaries shall, between during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectlyindirectly do, do or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned:

Conduct of Business by the Company Pending the Merger. The Each of Seller and the Company agrees covenant and agree that, between the date of this Agreement and the Effective Time, (i) unless Purchaser shall otherwise agree in writing, (ii) except as expressly contemplated specifically permitted or required by this Agreement and (iii) except for such changes in or transfers of assets or liabilities as set forth may be necessary so that the representations and warranties contained in Section 5.01 2.1 are accurate as of the Company Disclosure ScheduleClosing, the businesses of the Company and the Subsidiaries shall be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice, . Each of Seller and the Company shall, and shall cause each of the Subsidiaries to, use its reasonable their respective best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve keep available the assets services of the current officers, employees and properties consultants of the Company and the Subsidiaries in good repair and conditionSubsidiaries, to keep available the services of its present officers and employees and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons persons with which the Company or any Subsidiary of the Subsidiaries has material significant business relations, in each case in . Seller shall cause the ordinary course Company and the Subsidiaries to comply with the Company's obligations under this Section 4.1. By way of business amplification and in a manner consistent with past practice. Without limiting the generality of the foregoingnot limitation, except as expressly contemplated by any other provision of this Agreement or as set forth in Section 5.01 of the Company Disclosure ScheduleAgreement, the Company agrees that neither the Company nor any Subsidiary of the Subsidiaries shall, between the date of this Agreement and the Effective Time, directly or indirectly, do do, or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditionedPurchaser:

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees on behalf of itself and its Subsidiaries that, between the date of this Agreement and the Effective Time, except as expressly contemplated by this Agreement or as set forth required by Law, or unless Parent and Merger Sub shall otherwise consent in Section 5.01 of the Company Disclosure Schedulewriting, the businesses of the Company and the its Subsidiaries shall be conducted only in, and the Company shall not, and the Subsidiaries Company shall not permit any of its Subsidiaries to, take any action except in, the ordinary course of business and in a manner consistent with past practice, and the Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of its present officers and employees and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons with which the Company or any Subsidiary has material business relations, in each case (i) in the ordinary course of business and in a manner consistent with past practicepractice or (ii) as set forth in Section 4.1 of the Company Disclosure Schedule; and the Company will use its commercially reasonable efforts to preserve substantially intact the business organization of the Company and its Subsidiaries, to keep available the services of the present officers, employees and consultants of the Company and its Subsidiaries, to preserve the present relationships of the Company and its Subsidiaries with customers, clients, suppliers and other Persons with which the Company and its Subsidiaries have significant business relations and pay all applicable federal and material state, local and foreign Taxes when due and payable (other than those Taxes the payment of which the Company or one of its Subsidiaries challenges in good faith in appropriate proceedings), to operate the business of the Company and its Subsidiaries in compliance with all Laws, and to maintain in full force and effect all Permits necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted. Without limiting the generality of Notwithstanding the foregoing, except as contemplated by any other provision of this Agreement or as set forth in Section 5.01 4.1 of the Company Disclosure Schedule, the Company agrees that neither the Company nor any Subsidiary shallshall not, between the date of this Agreement and the Effective Time, directly or indirectly, do shall not permit any of the following its Subsidiaries, without the prior written consent of ParentParent and Merger Sub, which consent shall not be unreasonably withheld, delayed or conditionedto:

Conduct of Business by the Company Pending the Merger. The Company agrees that, between the date of this Agreement and the Effective Time, except as expressly contemplated by this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the businesses of the Company and the Subsidiaries shall be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practicepractice and in compliance with applicable Law, and the Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of its present officers and employees condition and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons persons with which the Company or any Subsidiary has material business relations, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting the generality By way of the foregoingamplification and not limitation, except as expressly contemplated by any other provision of this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the Company agrees that neither the Company nor any Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do do, or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned:

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 TimeTime and the date, if any, on which this Agreement is terminated pursuant to Section 8.1, 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 by permitted pursuant to this Agreement Agreement, including effecting the Recapitalization or Pre-Merger Special Distribution, as the case may be, or (d) as set forth in Section 5.01 6.1 of the Company Disclosure Schedule, (x) the businesses business of the Company and the its Subsidiaries shall be conducted only in, and the Company and the Subsidiaries 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 shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of its present officers and employees and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons with which the Company or any Subsidiary has material business relations, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting practice in all material respects and the generality of Company and its Subsidiaries shall use their respective commercially reasonable efforts to preserve their business organizations substantially intact and maintain existing relations with Governmental Authorities, top customers, suppliers, distributors, licensees, licensors, creditors, landlords, employees and other person with whom the foregoingCompany maintains a material business relationship; provided, except as contemplated however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any other provision of this Agreement or as set forth in Section 5.01 6.1 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision; and (y) the Company Disclosure Schedule, the Company agrees that neither the Company nor any Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld(except for any actions taken in connection with the Distribution or the Recapitalization or Pre-Merger Special Distribution, delayed or conditioned:as the case may be):

Conduct of Business by the Company Pending the Merger. The Company agrees that, between the date of this Agreement and the Effective Time, except as expressly contemplated permitted or required by any provision of this Agreement or as otherwise set forth in Section 5.01 6.01 of the Company Disclosure Schedule, the Company shall, and shall cause each Subsidiary to, (a) conduct the businesses of the Company and the Subsidiaries shall be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice, including, without limitation, paying its debts and Taxes when due subject to good faith disputes over such debts or Taxes, paying or performing its other obligations when due (or within applicable grace periods) and maintaining its books and records in the Company shall, ordinary course of business consistent with past practice and shall cause each of the Subsidiaries to, (b) use its reasonable best efforts consistent with past practice to preserve substantially intact the lines of business organization of the Company and the Subsidiaries, to preserve keep available the assets services of the current officers, employees and properties consultants of the Company and the Subsidiaries in good repair and condition, to keep available the services of its present officers and employees and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons persons with which the Company or any Subsidiary has material business relationsdealings and keep available the services of its present officers and key employees, in each case in with the ordinary course of objective that the goodwill and ongoing business and in a manner consistent with past practice. Without limiting the generality of the foregoing, except Company and the Subsidiaries shall be unimpaired at the Effective Time. Except as contemplated by any other provision of this Agreement or as otherwise set forth in Section 5.01 6.01 of the Company Disclosure Schedule, the Company agrees that neither the Company nor any Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do do, or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned:

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement hereof and the Effective Time, except as expressly contemplated required or permitted by this Agreement or as set forth unless Parent shall otherwise agree in Section 5.01 of writing in advance, the Company Disclosure Schedule, shall conduct and shall cause the businesses of the Company and the each of its Subsidiaries shall to be conducted only in, and the Company and the its Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice, practice and the in compliance with applicable laws. The Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization and assets of the Company and the each of its Subsidiaries, and to preserve the assets operate, and properties cause each of the Company its Subsidiaries to operate, according to plans and the Subsidiaries in good repair and conditionbudgets provided to Parent, to keep available the services of the present officers, employees and consultants of the Company and each of its present officers and employees Subsidiaries, to maintain in effect Material Agreements and to preserve the current present relationships of the Company and the each of its Subsidiaries with advertisers, sponsors, customers, licensees, suppliers and other Persons with which the Company or any Subsidiary of its Subsidiaries has material business relations. By way of amplification and not limitation, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting the generality of the foregoing, except as contemplated by any other provision of this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the Company agrees that neither the Company nor any Subsidiary of its Subsidiaries shall, between the date of this Agreement hereof and the Effective Time, directly or indirectlyindirectly do, do or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned:

Conduct of Business by the Company Pending the Merger. The Company agrees that, between the date of this Agreement and the Effective Time, except Except as may be otherwise expressly contemplated by this Agreement or indicated as set forth permitted in Section 5.01 of the Company Disclosure Schedule, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company covenants and agrees that, unless Parent shall otherwise agree in writing, the Company shall conduct its business and shall cause the businesses of the Company and the Subsidiaries shall its subsidiaries to be conducted only in, and the Company and the Subsidiaries its subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice, and the Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of its present officers and employees and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons with which the Company or any Subsidiary has material business relations, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting ; and the generality Company shall use reasonable commercial efforts to preserve substantially intact the business organization of the foregoingCompany and its subsidiaries, to keep available the services of the present officers, employees and consultants of the Company and its subsidiaries, to take all reasonable action necessary to prevent the loss, cancellation, abandonment, forfeiture or expiration of any Company Intellectual Property, Third Party Intellectual Property Rights, and Material Contracts 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. By way of amplification and not limitation, except as contemplated by any other provision of this Agreement or as set forth in and Section 5.01 of the Company Disclosure Schedule, the Company agrees that neither the Company nor any Subsidiary of its subsidiaries shall, between during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectlyindirectly do, do or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned:

Conduct of Business by the Company Pending the Merger. The Company agrees that, between the date of this Agreement and the Effective Time, except as expressly contemplated required by this Agreement or applicable Law, as set forth in Section 5.01 of the Company Disclosure ScheduleLetter or as expressly contemplated by any other provision of this Agreement, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed) (i) the 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 and in a lawfully permitted manner consistent with past practice, and the Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of its present officers and employees and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons with which the Company or any Subsidiary has material business relations, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting ; and (ii) the generality Company shall use its reasonable best efforts to preserve substantially intact the business organization of the foregoingCompany and the Company Subsidiaries, to keep available the services of the current officers, employees, consultants, contractors, subcontractors and agents of the Company and the Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with Governmental Authorities, customers, suppliers and other persons with which the Company or any Company Subsidiary has material relations. By way of amplification and not limitation, except as contemplated by any other provision of this Agreement or as set forth in Section 5.01 of the Company Disclosure ScheduleLetter, the Company agrees that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do do, or propose to do, any of the following without the prior written consent of Parent, Parent (which consent shall not be unreasonably withheld, delayed conditioned or conditioned:delayed):

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement hereof and the Effective Time, except as expressly contemplated required or permitted by this Agreement or as set forth unless Parent shall otherwise agree in Section 5.01 of writing, the Company Disclosure Schedule, shall conduct and shall cause the businesses of the Company and the each of its Subsidiaries shall to be conducted only in, and the Company and the its Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice, and the . The Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization and assets of the Company and the each of its Subsidiaries, and to preserve the assets operate, and properties cause each of the Company its Subsidiaries to operate, according to plans and the Subsidiaries in good repair and conditionbudgets provided to Parent, to keep available the services of the present officers, employees and consultants of the Company and each of its present officers and employees Subsidiaries, to maintain in effect Material Agreements and to preserve the current present relationships of the Company and the each of its Subsidiaries with advertisers, sponsors, customers, licensees, suppliers and other Persons with which the Company or any Subsidiary of its Subsidiaries has material business relations, in each case in the ordinary course . By way of business amplification and in a manner consistent with past practice. Without limiting the generality of the foregoingnot limitation, except as contemplated expressly permitted by any other provision of this Agreement or as set forth in Section 5.01 of the Company Disclosure ScheduleAgreement, the Company agrees that neither the Company nor any Subsidiary of its Subsidiaries shall, between the date of this Agreement hereof and the Effective Time, directly or indirectlyindirectly do, do or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned:

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement hereof and the Effective Time, except as expressly contemplated required or permitted by this Agreement or unless Parent shall otherwise agree in writing in advance (which consent shall not be unreasonably withheld or delayed) or as otherwise set forth in on Section 5.01 4.1 of the Company Disclosure ScheduleSchedule prior to the date hereof, the Company shall conduct and shall cause the businesses of the Company and the each of its Subsidiaries shall to be conducted only in, and the Company and the its Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice, practice and the in compliance with applicable laws. The Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization and assets of the Company and the each of its Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of the present officers, employees and consultants of the Company and each of its present officers and employees Subsidiaries, to maintain in effect Material Agreements and to preserve the current present relationships of the Company and the each of its Subsidiaries with customers, licensees, suppliers and other Persons with which the Company or any Subsidiary of its Subsidiaries has material significant business relations, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting the generality of the foregoing, except as contemplated by any other provision of this Agreement or Except as set forth in on Section 5.01 4.1 of the Company Disclosure Schedule, the Company agrees that neither the Company nor any Subsidiary of its Subsidiaries shall, between the date of this Agreement hereof and the Effective Time, directly or indirectlyindirectly do, do or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned:

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement hereof and the Effective Time, except as expressly contemplated required or permitted by this Agreement or as set forth in Section 5.01 4.1 of the Company Disclosure ScheduleSchedule or unless Parent shall otherwise consent in writing in advance (which consent shall not be unreasonably withheld or delayed), the Company shall conduct and shall cause the businesses of the Company and the each of its Subsidiaries shall to be conducted only in, and the Company and the its Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice, practice and the in compliance with applicable Laws. The Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization and properties, rights and assets of the Company and the each of its Subsidiaries, to preserve the assets and properties of maintain in effect the Company and Material Agreements (except upon the Subsidiaries in good repair and conditionnatural expiration of such Company Material Agreements by their terms), to keep available the services of its the present officers and employees of the Company and each of its Subsidiaries, to preserve the current present relationships of the Company and the each of its Subsidiaries with advertisers, sponsors, customers, licensees, suppliers and other Persons with which the Company or any Subsidiary of its Subsidiaries has material business relations, in each case in the ordinary course . By way of business amplification and in a manner consistent with past practice. Without limiting the generality of the foregoingnot limitation, except as contemplated by any other provision of this Agreement or as set forth in Section 5.01 4.1 of the Company Disclosure Schedule, the Company agrees that neither the Company nor any Subsidiary of its Subsidiaries shall, between the date of this Agreement hereof and the Effective Time, directly or indirectlyindirectly do, do or propose to do, any of the following without the prior written consent of Parent, Parent (which consent shall not be unreasonably withheld, delayed withheld or conditioned:delayed):

Conduct of Business by the Company Pending the Merger. The Company agrees that, between the date of this Agreement and the Merger Effective Time, except as expressly required, permitted or otherwise contemplated by this Agreement or as set forth in Section 5.01 6.01 of the Company Disclosure ScheduleSchedule and except with the prior written consent of Parent, such consent not to be unnecessarily withheld, conditioned or delayed, the 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 and in a manner consistent with past practice, ; and the Company shall, and shall cause each of the Subsidiaries to, use its commercially reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of its present officers and employees and to preserve the current relationships of the Company and the Company Subsidiaries with customers, suppliers and other any Persons with which the Company or any Company Subsidiary has material significant business relations. Except (i) as required, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting the generality of the foregoing, except as permitted or otherwise contemplated by any other provision of this Agreement or Agreement, (ii) as set forth in Section 5.01 6.01 of the Company Disclosure Schedule, Schedule or (iii) with respect to transactions among the Company agrees that and wholly-owned subsidiaries of the Company (excluding any transactions with any natural Persons affiliated with the Company or any Company Subsidiary and any transaction described in clauses (a), (b), (e), (f), (h), (j), (l) and, as it applies to foregoing clauses, (o) of this Section 6.01), neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Merger Effective Time, directly or indirectly, do any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed:

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the Effective TimeTime or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, except (i) as required by applicable Law, (ii) as consented to in writing by Parent, which consent shall not be unreasonably withheld, conditioned or delayed, (iii) as may be expressly required or expressly contemplated by pursuant to this Agreement or (iv) as set forth in Section 5.01 6.1 of the Company Disclosure ScheduleLetter, the businesses business of the Company and the Subsidiaries its subsidiaries shall be conducted only in, and the Company and the Subsidiaries 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 shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of its present officers and employees and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons with which the Company or any Subsidiary has material business relations, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting ; and the generality of Company and its subsidiaries shall use their reasonable best efforts to (a) preserve intact the foregoing, except as contemplated by any other provision of this Agreement or as set forth in Section 5.01 Company’s business organization and the assets of the Company Disclosure Scheduleand its subsidiaries, (b) to keep available the services of their current officers, key employees and key consultants, and (c) to maintain existing relationships and goodwill with Governmental Authorities, material customers, material suppliers, material creditors and material lessors and other persons with which the Company or any of its subsidiaries has significant business relations. Furthermore, the Company agrees that neither the Company nor any Subsidiary shallwith Parent that, between the date of this Agreement and the Effective Timeexcept (1) as required by applicable Law, directly or indirectly, do any of the following without the prior written consent of (2) as consented to in writing by Parent, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed, (3) as may be expressly required or expressly contemplated pursuant to this Agreement or (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. The (a) the Company agrees that, between the date of this Agreement and the Effective TimeTime or the earlier termination of this Agreement, except as (1) expressly contemplated by any other provision of this Agreement Agreement, any Ancillary Agreement, or any Company Subsidiary Acquisition Agreement, (2) as set forth in Section 5.01 6.01 of the Company Disclosure Schedule, the businesses of the Company and the Subsidiaries or (3) as required by applicable Law (including as may be requested or compelled by any Governmental Authority), unless GigCapital2 shall be conducted only in, and the Company and the Subsidiaries otherwise consent in writing (which consent shall not take any action except inbe unreasonably conditioned, the ordinary course of business and in a manner consistent with past practice, and withheld or delayed): the Company shall, and shall cause each of the Company Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the conduct their business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of its present officers and employees and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons with which the Company or any Subsidiary has material business relations, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting ; the generality of Company shall use its commercially reasonable efforts to preserve substantially intact the foregoing, except as contemplated by any other provision of this Agreement or as set forth in Section 5.01 business organization of the Company Disclosure Schedule, and the Company agrees that neither Subsidiaries, to keep available the services of the current officers, key employees and consultants of the Company nor and the Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations; and Company shall, between and shall cause the date of this Agreement Company Subsidiaries to, conduct their business in material compliance with applicable Law, including all Healthcare Laws, and to notify GigCapital2 promptly in the Effective Time, directly or indirectly, do event that any of the following without the prior written consent of Parent, which consent shall not representations contained herein ceases to be unreasonably withheld, delayed or conditioned:true and complete in all material respects.

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement execution hereof and the Effective Time, except as expressly contemplated required by this Agreement or as set forth unless Parent shall otherwise specifically agree in Section 5.01 of writing in advance, the Company Disclosure Schedule, shall conduct its business and shall cause the businesses of the Company and the each of its Subsidiaries shall to be conducted only inconducted, and the Company and the its Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice, and the Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of its present officers and employees and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons with which the Company or any Subsidiary has material business relationsexcept, in each case all material respects in the ordinary course of business and in a manner consistent with past practicepractice and in compliance with all applicable Laws. Without limiting The Company shall use its commercially reasonable efforts to (i) preserve intact the generality of the foregoingbusiness organization and assets, except as contemplated by any other provision of this Agreement or as set forth in Section 5.01 rights and properties of the Company Disclosure Scheduleand each of its Subsidiaries, and, unless requested otherwise by Parent, (ii) operate and cause each of its Subsidiaries to operate according to plans and budgets provided to Parent (including the Company’s capital expenditures budget as previously provided to Parent), (iii) retain the services of the present officers, key employees and software development consultants of the Company agrees that and each of its Subsidiaries, to maintain in effect Material Contracts and (iv) preserve the present relationships of the Company and each of its Subsidiaries customers and other Persons with which the Company or any of its Subsidiaries has business relations. By way of amplification and not limitation, neither the Company nor any Subsidiary of its Subsidiaries shall, between the date of this Agreement execution hereof and the Effective Time, directly or indirectlyindirectly do, do or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned:

Conduct of Business by the Company Pending the Merger. The Company agrees that, between the date of this Agreement and the Effective Time, except as expressly contemplated by this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the businesses of the Company and the Subsidiaries shall be conducted only in, and the Company and the Subsidiaries shall not take any action without the prior written consent of Parent, except in, in the ordinary course of business and in a manner consistent with past practicepractice and in compliance in all material respects with applicable Law, and the Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available maintain and protect rights in material Intellectual Property used in the services business of its present officers the Company and employees the Subsidiaries and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons persons with which the Company or any Subsidiary has material business relations, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting the generality By way of the foregoingamplification and not limitation, except as expressly contemplated by any other provision of this Agreement or as set forth in Section 5.01 Table of Contents of the Company Disclosure Schedule, the Company agrees that neither the Company nor any Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do do, or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned:

Conduct of Business by the Company Pending the Merger. The Company agrees that, that between the date of this Agreement and the earlier of the Effective TimeTime and the valid termination of this Agreement in accordance with Article VII, except (w) as expressly contemplated by this Agreement or as specifically set forth in Section 5.01 of the Company Disclosure ScheduleLetter, the businesses of the Company and the Subsidiaries shall be conducted only in(x) as expressly required or expressly provided for by this Agreement, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and (y) as required by applicable Law or (z) as expressly consented to in a manner consistent with past practice, and the Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of its present officers and employees and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons with which the Company or any Subsidiary has material business relations, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting the generality of the foregoing, except as contemplated writing by any other provision of this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the Company agrees that neither the Company nor any Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do any of the following without the prior written consent of Parent, Parent (which consent shall not be unreasonably withheld, delayed or conditioned, it being understood that any action or omission taken or omitted to be taken by the Company or any Company Subsidiary at the direction or with the actual knowledge of any Dual Representative, shall be deemed to have been taken with Parent’s prior written consent in accordance with and for all purposes under this Agreement), the Company will, and will cause each Company Subsidiary to, use reasonable best efforts to conduct its businesses and operations in all material respects in the ordinary course of business consistent with past practice, and the Company will use, and will cause each Company Subsidiary to use, reasonable best efforts to (1) preserve its and their business organization, (2) preserve the present relationships and goodwill with those persons having significant business relationships with the Company and the Company Subsidiaries and (3) comply with and maintain all material Permits required to conduct its and their businesses and to own, lease and operate its and their properties and assets. Without limiting the foregoing, and as an extension thereof, subject to the exceptions described in clauses (w) through (z) of the foregoing sentence, the Company shall not, and shall not permit any Company Subsidiary, between the date of this Agreement and the earlier of the Effective Time and the valid termination of this Agreement in accordance with Article VII, to:

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between during the period from the date hereof until the election or appointment of Parent’s nominees to the Company Board pursuant to Section 2.03 or the Merger Effective Time, whichever is earlier, except (i) as contemplated by this Agreement and the Effective TimeNote Documents, except as expressly contemplated by this Agreement or (ii) as set forth in Section 5.01 7.01 of the Company Disclosure Schedule, the businesses of the Company and the Subsidiaries shall be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice, and the Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of its present officers and employees and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons with which the Company or any Subsidiary has material business relations, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting the generality of the foregoing, except as contemplated by any other provision of this Agreement Schedule or as set forth required by Law, or (iii) unless Parent shall otherwise consent in Section 5.01 of the Company Disclosure Schedule, the Company agrees that neither the Company nor any Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do any of the following without the prior written consent of Parent, writing (which consent shall not be unreasonably withheld, delayed or conditioned:), the business of the Company and the Company Subsidiaries shall be conducted in its ordinary course of business and, to the extent consistent with and not in violation of any other provisions of this Section 7.01, the Company shall use its reasonable best efforts to preserve substantially intact its business organization, and to preserve its present relationships with customers, suppliers and other Persons with which it has significant business relations. Without limiting the generality of the foregoing, between the date of this Agreement and the election or appointment of Parent’s nominees to the Company Board pursuant to Section 2.03 or the Merger Effective Time, whichever is earlier, except as otherwise contemplated by this Agreement, the Note Documents, as set forth in Section 7.01 of the Company Disclosure Schedule or as required by Law, neither the Company nor the Company Subsidiaries shall without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned):

Conduct of Business by the Company Pending the Merger. The Company agrees that, between During the period from the date of this Agreement through the earlier of the Closing and the Effective Timetermination of this Agreement, except as expressly otherwise contemplated or permitted by this Agreement or Agreement, as set forth in Section 5.01 6.01 of the Company Disclosure Schedule, the businesses of the Company and the Subsidiaries shall be conducted only inas required in connection with any Contagion Event, and the Company and the Subsidiaries shall not take any action except inas required by applicable Law or Order, the ordinary course of business and in a manner consistent with past practice, and the Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of its present officers and employees and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons with which the Company or any Subsidiary has material business relations, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting the generality of the foregoing, except as contemplated required by any other provision Contract as in effect as of this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the Company agrees that neither the Company nor any Subsidiary shall, between the date of this Agreement and the Effective TimeAgreement, directly or indirectly, do any of the following without with the prior written consent of Parent, Parent (which consent shall not be unreasonably withheld, delayed or conditioned:), (x) the Company shall and shall cause each of its Subsidiaries to conduct their respective businesses and operations in the ordinary course of business consistent with past practices in all material respects, (y) the Company shall and shall cause each of its Subsidiaries to use their reasonable best efforts to preserve intact their business organizations, goodwill and assets and to preserve its present relationships with Governmental Authorities and other key third parties, including customers, reinsurers, producers, distributors, suppliers and other Persons with whom the Company and its Subsidiaries have business relationships, and (z) the Company shall not and shall cause each of its Subsidiaries not to (it being understood that no act or omission by the Company or any of its Subsidiaries with respect to compliance with the matters specifically addressed by any provision of this clause (z) shall be deemed to be a breach of clauses (x) or (y)):

Conduct of Business by the Company Pending the Merger. The Company agrees that, between the date of this Agreement and the Effective Time, except as expressly contemplated by this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the businesses Business of the Company and the its Subsidiaries shall be conducted only in, and the Company and the Subsidiaries shall not take any action except in, in the ordinary course of business and in a manner consistent with past practice, and the Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business Business organization of the Company and the its Subsidiaries, to preserve the assets and properties of the Company and the its Subsidiaries in good repair and condition, to keep available maintain and protect rights in material Intellectual Property used in the services Business of the Company and its present officers and employees Subsidiaries and to preserve the current relationships of the Company and the its Subsidiaries with customers, suppliers customers and other Persons with which the Company or any Subsidiary has material business relationssuppliers, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting the generality of the foregoing, except as may be deemed reasonable, necessary or advisable in the good faith determination of the Company’s Board. Except as expressly contemplated by any other provision of this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the Company agrees that neither the Company nor any Subsidiary of its Subsidiaries shall, between the date of this Agreement and the Effective Time, directly or indirectly, do any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned:

Conduct of Business by the Company Pending the Merger. The Company agrees that, between the date of this Agreement and the Effective Time, except as expressly contemplated by this Agreement or as set forth in Section 5.01 of the Company Disclosure ScheduleSchedules, the businesses of the Company and the Subsidiaries shall be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice, and the Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of its present officers and employees and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons with which the Company or any Subsidiary has material business relations, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting the generality of the foregoing, except as contemplated by any other provision of this Agreement or as set forth in Section 5.01 of the Company Disclosure ScheduleSchedules, the Company agrees that neither the Company nor any Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do any of the following without the prior written consent of Parent, Parent (which consent shall not be unreasonably withheldwithheld with respect to clauses (e)(iii) and (n) (except as set forth in Section 5.01(n) of the Company Schedules) and, delayed or conditioned:to the extent it relates to either of foregoing clauses, clause (r)):

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the Effective TimeTime or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, except (i) as required by applicable Law, (ii) as consented to in writing by Parent, which consent shall not be unreasonably withheld, conditioned or delayed, (iii) as may be expressly required or expressly contemplated by pursuant to this Agreement or (iv) as set forth in Section 5.01 6.1 of the Company Disclosure ScheduleLetter, the businesses business of the Company and the Subsidiaries its subsidiaries shall be conducted only in, and the Company and the Subsidiaries 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 shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of its present officers and employees and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons with which the Company or any Subsidiary has material business relations, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting ; and the generality of Company and its subsidiaries shall use their reasonable best efforts to (a) preserve intact the foregoing, except as contemplated by any other provision of this Agreement or as set forth in Section 5.01 Company's business organization and the assets of the Company Disclosure Scheduleand its subsidiaries, (b) to keep available the services of their current officers, key employees and key consultants, and (c) to maintain existing relationships and goodwill with Governmental Authorities, material customers, material suppliers, material creditors and material lessors and other persons with which the Company or any of its subsidiaries has significant business relations. Furthermore, the Company agrees that neither the Company nor any Subsidiary shallwith Parent that, between the date of this Agreement and the Effective Timeexcept (1) as required by applicable Law, directly or indirectly, do any of the following without the prior written consent of (2) as consented to in writing by Parent, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed, (3) as may be expressly required or expressly contemplated pursuant to this Agreement or (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. The Company agrees that, between the date of this Agreement and the Effective Time, except as expressly contemplated by this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the businesses of the Company and the Subsidiaries shall be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice, and the Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of its present officers and employees and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons with which the Company or any Subsidiary has material business relations, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting the generality of the foregoing, except as contemplated by any other provision of this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the Company agrees that neither the Company nor any Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed:

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, except as expressly contemplated by this Agreement or as set forth disclosed in Section 5.01 5.1 of the Company Disclosure Schedule, the businesses Schedule or as otherwise expressly provided for in any of the Company Transaction Agreements, unless the Parent and the Subsidiaries Purchaser shall be conducted only inotherwise agree in writing, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice, and the Company shall, and shall cause each of its 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 reasonable commercial efforts to (i) preserve intact its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiariesorganization, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to (ii) keep available the services of its present officers and the current officers, key employees and to consultants of the Company and its Subsidiaries, (iii) preserve the current relationships of the Company and the its Subsidiaries with customers, suppliers franchisees, distributors, suppliers, licensors, licensees, contractors and other Persons with which the Company or any Subsidiary its Subsidiaries has material significant business relations, (iv) maintain all assets in each case good repair and condition in all material respects (except for ordinary wear and tear) other than those disposed of in the ordinary course of business, (v) maintain all insurance and Permits 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 in all material respects, and (vii) maintain, enforce and protect all of the material Company Intellectual Property Rights in a manner consistent in all material respects with past practice. Without limiting the generality By way of the foregoingamplification and not limitation, except as expressly contemplated by any other provision of this Agreement the Transaction Agreements, or as set forth disclosed in Section 5.01 5.1 of the Company Disclosure ScheduleSchedule(1), the Company agrees that neither the Company nor any Subsidiary shallshall not, and shall cause its Subsidiaries not to, between the date of this Agreement and the Effective Time, directly or indirectly, do any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned:directly

Conduct of Business by the Company Pending the Merger. The Company agrees thatthat between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, except as expressly set forth in Section 5.01 of the Company Disclosure Letter, as expressly contemplated or required by any other provision of this Agreement or as required by applicable Law (including any COVID-19 Measures), unless Parent otherwise agrees in writing (which agreement shall not be unreasonably withheld, delayed or conditioned), the Company will, and will cause each Company Subsidiary to, use commercially reasonable efforts to conduct its operations in all material respects in the ordinary course of business and use commercially reasonable efforts to maintain and preserve intact in all material respects to the extent within its control its business organization and maintain current relationships with significant customers, suppliers and distributors and other persons with whom the Company or any Company Subsidiary has material business relations. Without limiting the foregoing, and as an extension thereof, except as expressly set forth in Section 5.01 of the Company Disclosure Letter, as expressly contemplated or required by this Agreement or as required by applicable Law (including any COVID-19 Measures), the Company shall not, and shall not permit any Company Subsidiary to, between the date of this Agreement and the Effective Time, except as expressly contemplated by this Agreement or as set forth in Section 5.01 earlier of the Company Disclosure Schedule, the businesses of the Company Effective Time and the Subsidiaries shall be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice, and the Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of its present officers and employees and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons with which the Company or any Subsidiary has material business relations, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting the generality of the foregoing, except as contemplated by any other provision termination of this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the Company agrees that neither the Company nor any Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectlyaccordance with its terms, do any of the following without the prior written consent of Parent, Parent (which consent shall not be unreasonably withheld, delayed or conditioned:):

Conduct of Business by the Company Pending the Merger. The Company agrees that, between the date of this Agreement and the Effective Time, except as expressly contemplated by this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the businesses of the Company and the Subsidiaries shall be conducted only in, and the Company and the Subsidiaries shall not take any action without the prior written consent of Parent, except in, in the ordinary course of business and in a manner consistent with past practicepractice and in compliance in all material respects with applicable Law, and the Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available maintain and protect rights in material Intellectual Property used in the services business of its present officers the Company and employees the Subsidiaries and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons persons with which the Company or any Subsidiary has material business relations, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting the generality By way of the foregoingamplification and not limitation, except as expressly contemplated by any other provision of this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the Company agrees that neither the Company nor any Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do do, or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned:

Conduct of Business by the Company Pending the Merger. The Company agrees that, between the date of this Agreement and the Effective Time, except as expressly contemplated by this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the businesses of the Company and the Subsidiaries shall be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice, and the Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of its present officers and employees and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons persons with which the Company or any Subsidiary has material business relations, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting the generality of the foregoing, except as contemplated by any other provision of this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the Company agrees that neither the Company nor any Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do any of the following without the prior written consent of ParentMerger Co (which consent, which consent with respect to subsections (h), (i), (k), (n) and (q) below, shall not be unreasonably withheld, delayed or conditioned:):

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement hereof and the Effective Time, except as expressly contemplated required or permitted by this Agreement or as set forth unless Parent shall otherwise agree in Section 5.01 of writing in advance, the Company Disclosure Schedule, shall conduct and shall cause the businesses of the Company and the each of its Subsidiaries shall to be conducted only in, and the Company and the its Subsidiaries shall not take any action except as otherwise provided herein and/or except in, the ordinary course of business and in a manner consistent with past practice, practice and the in compliance with applicable Laws. The Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization and assets of the Company and the each of its Subsidiaries, and to preserve the assets operate, and properties cause each of the Company its Subsidiaries to operate, according to plans and the Subsidiaries in good repair and conditionbudgets provided to Parent, to keep available the services of the present officers, employees and consultants of the Company and each of its present officers and employees Subsidiaries, to maintain in effect its Contracts and to preserve the current present relationships of the Company and the each of its Subsidiaries with advertisers, sponsors, customers, licensees, suppliers and other Persons with which the Company or any Subsidiary of its Subsidiaries has material business relations. By way of amplification and not limitation, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting the generality of the foregoing, except as contemplated by any other provision of this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the Company agrees that neither the Company nor any Subsidiary of its Subsidiaries shall, between the date of this Agreement hereof and the Effective Time, directly or indirectlyindirectly do, do or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheldunless otherwise required by this Agreement, delayed or conditionedand/or unless as otherwise incurred by the Company in the ordinary course of business: