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

Conduct of Business by the Company. (a) From and after the date hereof and prior to the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1 (the “Termination Date”), and except (i) as may be required by applicable Law, (ii) as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be contemplated or required by this Agreement or (iv) as set forth in Section 5.1(a) of the Company Disclosure Schedule, the Company covenants and agrees with Parent that the business of the Company and its Subsidiaries shall be conducted, and that such entities shall not take any action except in the ordinary course of business, and shall use their commercially reasonable efforts to preserve intact their present lines of business, maintain their rights and franchises and preserve their relationships with customers and suppliers; provided, however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision. The Company shall (i) promptly notify Parent of any material change in its condition (financial or otherwise) or business or any termination, cancellation, repudiation or material breach of any Company Material Contract (or communications indicating that the same may be contemplated), and (ii) give prompt notice to Parent of any change, occurrence, effect, condition, fact, event, or circumstance known to the Company that is reasonably likely, individually or taken together with all other changes, occurrences, effects, conditions, facts, events and circumstances known to such party, to result in a Company Material Adverse Effect; provided, however, that no unintentional failure by the Company to provide a required notice under the last sentence of this Section 5.1(a) with respect to any matter that would not result in a failure of the conditions set forth in Section 6.3(a) shall result in a failure of the condition set forth in Section 6.3(b).

Conduct of Business by the Company. (a) From and after the date hereof and prior to the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1 (the “Termination Date”), and except Except for (i) matters set forth in Section 5.1(a) of the Company Disclosure Schedule, (ii) as may be expressly permitted by or required in accordance this Agreement, (iii) as required by applicable Law, (iiiv) in connection with the COVID-19 pandemic, to the extent reasonably necessary, (A) to protect the health and safety of the Company’s or any of its Subsidiaries’ employees, (B) to respond to third party supply or service disruptions caused by the COVID-19 pandemic or (C) as required by any applicable Law, directive or guideline from any Governmental Entity arising out of, or otherwise related to, the COVID-19 pandemic (including any response to COVID-19), or (v) as may be agreed consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), from the date of this Agreement to the Effective Time, or, if earlier, the termination of this Agreement in accordance with its terms (iii) as may be such time, the “Pre-Closing Period”), the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its business in the Ordinary Course of Business. In addition, and without limiting the generality of the foregoing, except for matters set forth in the Company Disclosure Schedule or otherwise expressly permitted or expressly contemplated or required by this Agreement or required by applicable Law or with the prior written consent of Parent (iv) as set forth in Section 5.1(a) of which shall not be unreasonably withheld, conditioned or delayed), during the Company Disclosure SchedulePre-Closing Period, the Company covenants and agrees with Parent that the business of the Company and its Subsidiaries shall be conducted, and that such entities shall not take any action except in the ordinary course of businessnot, and shall use their commercially reasonable efforts not permit any of its Subsidiaries to, do any of the following (provided that no such consent of Parent may be required to preserve intact their present lines of businessthe extent the Company reasonably believes, maintain their rights and franchises and preserve their relationships with customers and suppliers; provided, howeverbased on its outside counsel’s advice, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by obtaining such consent may violate any provision of Section 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision. The Company shall (i) promptly notify Parent of any material change in its condition (financial or otherwise) or business or any termination, cancellation, repudiation or material breach of any Company Material Contract (or communications indicating that the same may be contemplated), and (ii) give prompt notice to Parent of any change, occurrence, effect, condition, fact, event, or circumstance known to the Company that is reasonably likely, individually or taken together with all other changes, occurrences, effects, conditions, facts, events and circumstances known to such party, to result in a Company Material Adverse Effect; provided, however, that no unintentional failure by the Company to provide a required notice under the last sentence of this Section 5.1(a) with respect to any matter that would not result in a failure of the conditions set forth in Section 6.3(a) shall result in a failure of the condition set forth in Section 6.3(b).Laws):

Conduct of Business by the Company. (a) From and after the date hereof and prior to the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to in accordance with Section 7.1 (the “Termination Date”), and except (iw) as may be required by applicable Law, (iix) as may be agreed contemplated, permitted or required by this Agreement, (y) as may be consented to in writing in advance by Parent (which consent shall not be unreasonably withheld, delayed conditioned or conditioned), (iiidelayed) as may be contemplated or required by this Agreement or (ivz) as set forth in Section 5.1(a) 4.1 of the Company Disclosure ScheduleLetter, the Company covenants shall, and agrees with Parent that the business shall cause each of the Company and its Subsidiaries shall be conductedto, and that such entities shall not take any action except conduct its business in all material respects in the ordinary course of businessconsistent with past practice and, and shall to the extent consistent therewith, use their commercially reasonable efforts to preserve intact their present lines its current business organization, keep available the services of business, maintain their rights its current officers and franchises employees and preserve their its relationships with customers customers, suppliers and suppliersothers having dealings with it, in each case in all material respects, to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time; provided, however, that no action by the Company or any of its Subsidiaries with respect to matters specifically addressed by any provision actions taken in accordance with clauses (i) through (xvi) of this Section 5.1(b4.1(a) shall be deemed to be a breach of this sentence unless such action would constitute a breach of such other provision. The Company shall Without limiting the generality of the foregoing, and except (ix) promptly notify Parent of any material change in its condition (financial or otherwise) or business or any termination, cancellation, repudiation or material breach of any Company Material Contract (or communications indicating that the same as may be contemplated), and permitted or required by this Agreement, (iiy) give prompt notice as may be consented to in writing in advance by Parent of any change(which consent shall not be unreasonably withheld, occurrence, effect, condition, fact, event, conditioned or circumstance known to the Company that is reasonably likely, individually delayed) or taken together with all other changes, occurrences, effects, conditions, facts, events and circumstances known to such party, to result in a Company Material Adverse Effect; provided, however, that no unintentional failure by the Company to provide a required notice under the last sentence of this Section 5.1(a(z) with respect to any matter that would not result in a failure of the conditions as set forth in Section 6.3(a) shall result in a failure 4.1 of the condition set forth in Section 6.3(bCompany Disclosure Letter (with specific reference to the applicable subsection below)., from and after the date hereof and prior to the Effective Time or the Termination Date, the Company shall not, and shall not permit any of its Subsidiaries to:

Conduct of Business by the Company. (a) From and after the date hereof and prior to the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1 (the “Termination Date”), and except (i) as may be required by applicable Law, (ii) as may be agreed consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned, provided that Parent shall be deemed to have consented if Parent does not object within three (3) Business Days (as defined below) after a written request for such consent is delivered to Parent by the Company), (iii) as may be contemplated set forth in or required permitted by this Agreement or (iv) as set forth in Section 5.1(a) 5.1 of the Company Disclosure Schedule, the Company covenants and agrees with Parent that the business of the Company and its Subsidiaries shall be conducted, and that such entities shall not take any action except conducted in the ordinary course of business, business and shall the Company agrees to use their its commercially reasonable efforts to preserve substantially intact their its business organizations, to keep available the services of those of its present lines of businessofficers, maintain their rights employees and franchises workforce generally and to preserve their its present relationships with significant customers and suppliers; provided, however. Business Day shall mean any day that banks are open for business in New York City (“Business Day”). The Company agrees with Parent, that no action between the date hereof and the Effective Time, except (i) as may be required by the Company Law, (ii) as may be consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.1(b) conditioned, provided that Parent shall be deemed to have consented if Parent does not object within three (3) Business Days after a breach of this sentence unless written request for such action would constitute a breach of such other provision. The Company shall consent is delivered to Parent by the Company), (iiii) promptly notify Parent of any material change in its condition (financial or otherwise) or business or any termination, cancellation, repudiation or material breach of any Company Material Contract (or communications indicating that the same as may be contemplated), and specifically set forth in or permitted by this Agreement or (iiiv) give prompt notice to Parent of any change, occurrence, effect, condition, fact, event, or circumstance known to the Company that is reasonably likely, individually or taken together with all other changes, occurrences, effects, conditions, facts, events and circumstances known to such party, to result in a Company Material Adverse Effect; provided, however, that no unintentional failure by the Company to provide a required notice under the last sentence of this Section 5.1(a) with respect to any matter that would not result in a failure of the conditions as set forth in Section 6.3(a) shall result in a failure 5.1 of the condition set forth in Section 6.3(b).Company Disclosure Schedule, the Company:

Conduct of Business by the Company. (a) From and after During the period from the date hereof and prior of this Agreement to the Effective Time Time, except as consented to in writing in advance by Parent or the dateas otherwise specifically required by this Agreement, if any, on which this Agreement is earlier terminated pursuant to Section 7.1 (the “Termination Date”), and except (i) as may be required by applicable LawLaw (including, upon written notice to Parent, as required by a Governmental Entity to respond to the impact, presence, outbreak or spread of any pandemic (iiincluding COVID-19); provided, if an action would reasonably be expected to require notice under a WARN Act, such notice to Parent shall be provided at least five (5) days prior to taking such action) or as may set forth in Section 6.1(a) of the Company Disclosure Letter, the Company shall, and shall cause each of its Subsidiaries to, use reasonable best efforts to carry on its business in the ordinary course consistent with past practice and use reasonable best efforts to preserve intact its business organization, preserve its material assets, rights and properties in good repair and condition and preserve its goodwill and maintain satisfactory relationships with customers, lenders, suppliers, licensors, licensees, distributors and others having business dealings with it and in compliance in all material respects with applicable Laws and use commercially reasonable efforts to maintain its listing with Nasdaq (provided, that in no event shall the Company’s ultimate failure to maintain such listing be agreed considered in writing determining the satisfaction of the conditions set forth in Section 7.2(b) or Section 7.2(d) or form the basis for any termination under Article VIII). In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except as specifically required by Parent this Agreement, as required by applicable Law or as set forth in Section 6.1(a) of the Company Disclosure Letter, the Company shall not, and shall not permit any of its Subsidiaries, without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed or conditionedwith respect to the matters in clauses (v), (iiivii) as may be contemplated or required by this Agreement or through (ivxxi), (xxiii) as set forth in Section 5.1(a) and, to the extent related to any of the Company Disclosure Scheduleforegoing clauses, the Company covenants and agrees with Parent that the business of the Company and its Subsidiaries shall be conducted, and that such entities shall not take any action except in the ordinary course of business, and shall use their commercially reasonable efforts to preserve intact their present lines of business, maintain their rights and franchises and preserve their relationships with customers and suppliers; provided, however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision. The Company shall (i) promptly notify Parent of any material change in its condition (financial or otherwise) or business or any termination, cancellation, repudiation or material breach of any Company Material Contract (or communications indicating that the same may be contemplatedxxv)), and (ii) give prompt notice to Parent of any change, occurrence, effect, condition, fact, event, or circumstance known to the Company that is reasonably likely, individually or taken together with all other changes, occurrences, effects, conditions, facts, events and circumstances known to such party, to result in a Company Material Adverse Effect; provided, however, that no unintentional failure by the Company to provide a required notice under the last sentence of this Section 5.1(a) with respect to any matter that would not result in a failure of the conditions set forth in Section 6.3(a) shall result in a failure of the condition set forth in Section 6.3(b).to:

Conduct of Business by the Company. (a) From and after the date hereof and prior to the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1 (the “Termination Date”), and except (i) as may be required by applicable Law, (ii) as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be contemplated or required by this Agreement or (iv) as set forth in Section 5.1(a) of the Company Disclosure Schedule, the Company covenants and agrees with Parent that the business of the Company and its Subsidiaries shall be conducted, and that such entities shall not take any action except in the ordinary course of business, and shall use their commercially reasonable efforts to preserve intact their present lines of business, maintain their rights and franchises and preserve their relationships with customers and suppliers; provided, however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision. The Company shall (i) promptly notify Parent of any material change in its condition (financial or otherwise) or business or any termination, cancellation, repudiation or material breach of any Company Material Contract (or communications indicating that the same may be contemplated), and (ii) give prompt notice to Parent of any change, occurrence, effect, condition, fact, event, or circumstance known to the Company that is reasonably likely, individually or taken together with all other changes, occurrences, effects, conditions, facts, events and circumstances known to such party, to result in a Company Material Adverse Effect; provided, however, that no unintentional failure by the Company to provide a required notice under the last sentence of this Section 5.1(a) with respect to any matter that would not result in a failure of the conditions set forth in Section 6.3(a) shall result in a failure of the condition set forth in Section 6.3(b).

Conduct of Business by the Company. (a) From and after Except for matters set forth in Section 5.01 of the Company Disclosure Letter, otherwise contemplated by this Agreement or required by Law, from the date hereof of this Agreement until the Effective Time, the Company shall, and prior shall cause each Company Subsidiary to, conduct its respective business in the ordinary course consistent with past practice and, to the Effective Time or the dateextent consistent therewith, if any, on which this Agreement is earlier terminated pursuant use commercially reasonable efforts to Section 7.1 (the “Termination Date”), and except (i) as may be required by applicable Lawmaintain its material assets and properties in their current condition (normal wear and tear excepted), (ii) preserve intact its current business organization, keep available the services of its current officers and employees, keep and preserve its present relationships with tenants, joint venture partners or co-venturers, suppliers, licensors, licensees, distributors and others having material business dealings with it, and (iii) preserve the Company’s status as may be agreed a REIT within the meaning of the Code. In addition, and without limiting the generality of the foregoing, except for matters set forth in writing Section 5.01 of the Company Disclosure Letter, or as otherwise contemplated by this Agreement or required by Law, from the date of this Agreement until the Effective Time, the Company shall not, and shall not permit any Company Subsidiary to, do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed); provided, that in the event that the Company submits to Parent a written request for Parent’s consent to take an action set forth in Sections 5.01(d), (iiig), (h), (i), (o), (k) as may be contemplated or required by this Agreement or (ivq) as set forth in Section 5.1(a) of the Company Disclosure Schedulebelow, the Company covenants and agrees with Parent that the business of the Company and will use its Subsidiaries shall be conducted, and that such entities shall not take any action except in the ordinary course of business, and shall use their commercially reasonable efforts to preserve intact their present lines evaluate such request and respond to the Company within ten (10) days following receipt of business, maintain their rights and franchises and preserve their relationships with customers and supplierssuch request; provided, howeverfurther, that no action by in the Company or its Subsidiaries event Parent fails to respond to such request within such ten (10) day period, then Parent shall be deemed to have given the prior written consent of Parent pursuant to this Section 5.01 with respect to matters specifically addressed by any provision of Section 5.1(b) shall be deemed a breach of this sentence unless the actions in such action would constitute a breach of such other provision. The Company shall (i) promptly notify Parent of any material change in its condition (financial or otherwise) or business or any termination, cancellation, repudiation or material breach of any Company Material Contract (or communications indicating that the same may be contemplated), and (ii) give prompt notice to Parent of any change, occurrence, effect, condition, fact, event, or circumstance known to the Company that is reasonably likely, individually or taken together with all other changes, occurrences, effects, conditions, facts, events and circumstances known to such party, to result in a Company Material Adverse Effect; provided, however, that no unintentional failure by the Company to provide a required notice under the last sentence of this Section 5.1(a) with respect to any matter that would not result in a failure of the conditions set forth in Section 6.3(a) shall result in a failure of the condition set forth in Section 6.3(b).request:

Conduct of Business by the Company. (a) From and after the date hereof and prior to until the earlier of the Effective Time or and the date, if any, on which termination of this Agreement is earlier terminated pursuant to Section 7.1 (the “Termination Date”)in accordance with Article IX, and except (i) as may be expressly contemplated by this Agreement, (ii) as set forth in Section 7.1(a) of the Company Disclosure Letter, (iii) as required by applicable Law, Order or a Governmental Entity or (iiiv) as may be agreed consented to in writing by Parent (after the date of this Agreement and prior to the Effective Time, which consent shall not be unreasonably withheld, conditioned or delayed (and provided that, if the Company’s written request for Parent’s consent states that such request is being made in response to an emergency or conditionedexigent circumstance, then Parent shall be deemed to have consented to any written request to take any action prohibited under this Section 7.1(a) if Parent does not respond in writing to such request within five (5) Business Days; for the avoidance of doubt, if Parent responds in writing to the Company within such five (5) Business Days that it is withholding its consent to the Company’s request to take such action (which consent cannot be unreasonably withheld, conditioned or delayed), (iii) as may be contemplated or required by this Agreement or (iv) as set forth in Section 5.1(a) of then the Company Disclosure Scheduleshall not be permitted to take such action), the Company covenants shall, and agrees with Parent that the business of the Company and shall cause its Subsidiaries shall be conductedto, (A) conduct its business and that such entities shall not take any action except operations in the ordinary course of business, business and shall (B) use their commercially reasonable efforts to (x) preserve substantially intact their present lines its current business organization, (y) keep available the services of business, maintain their rights its current officers and franchises employees and (z) preserve their in all material respects its relationships with customers customers, suppliers, landlords and suppliers; provided, however, that no action by other Persons having material business dealings with the Company or and its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision. The Company shall (i) promptly notify Parent of any material change in its condition (financial or otherwise) or business or any termination, cancellation, repudiation or material breach of any Company Material Contract (or communications indicating that the same may be contemplated), and (ii) give prompt notice to Parent of any change, occurrence, effect, condition, fact, event, or circumstance known to the Company that is reasonably likely, individually or taken together with all other changes, occurrences, effects, conditions, facts, events and circumstances known to such party, to result in a Company Material Adverse Effect; provided, however, that no unintentional failure by the Company to provide a required notice under the last sentence of this Section 5.1(a) with respect to any matter that would not result in a failure of the conditions set forth in Section 6.3(a) shall result in a failure of the condition set forth in Section 6.3(b)Subsidiaries.

Conduct of Business by the Company. (a) From and after the date hereof and prior to the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1 (the “Termination Date”), and except Except (i) as may be expressly set forth in the Company Disclosure Letter; (ii) as expressly permitted, contemplated or required by this Agreement; (iii) as required by applicable Law, ; or (iiiv) as may be agreed in writing by with the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed conditioned or conditioned), (iiidelayed) as may be contemplated or required by from the date of this Agreement or (iv) as set forth in Section 5.1(a) of to the Company Disclosure ScheduleEffective Time, the Company covenants shall, and agrees with Parent that shall cause each Company Subsidiary to, conduct the business of the Company and its Subsidiaries shall be conducted, and that such entities shall not take any action except each Company Subsidiary in the ordinary course of business, and shall use their commercially reasonable efforts to preserve intact their present lines of business, maintain their rights and franchises and preserve their relationships business consistent with customers and supplierspast practice in all material respects; provided, however, that no action by the Company or its Subsidiaries failure to take action with respect to matters specifically addressed by any provision of Section 5.1(b) the provisions of the next sentence shall be deemed constitute a breach of under this sentence unless such action or failure to take action would constitute a breach of such other provisionprovision of the next sentence. In addition, and without limiting the generality of the foregoing, from the date of this Agreement to the Effective Time, the Company shall use commercially reasonable efforts to (i) preserve substantially intact the business organization of the Company and the Company Subsidiaries, (ii) keep available the services of its executive officers and key employees on commercially reasonable terms, (iii) maintain in effect all necessary licenses, permits, consents, franchises and approvals and authorizations, and (iv) maintain satisfactory relationships of the Company and the Company Subsidiaries with any persons with which the Company or any Company Subsidiary has material business relations and with Governmental Entities that have jurisdiction over their respective businesses and operations. The Company agrees that, between the Agreement Date and the Effective Time, it shall not, directly or indirectly, take any action or knowingly fail to take any action that is intended to materially delay or prevent the consummation of the Transactions. Without limiting the generality of the foregoing, except (i) promptly notify Parent of any material change in its condition (financial or otherwise) or business or any termination, cancellation, repudiation or material breach of any Company Material Contract (or communications indicating that the same may be contemplated), and (ii) give prompt notice to Parent of any change, occurrence, effect, condition, fact, event, or circumstance known to the Company that is reasonably likely, individually or taken together with all other changes, occurrences, effects, conditions, facts, events and circumstances known to such party, to result in a Company Material Adverse Effect; provided, however, that no unintentional failure by the Company to provide a required notice under the last sentence of this Section 5.1(a) with respect to any matter that would not result in a failure of the conditions as expressly set forth in Section 6.3(a) shall result in a failure 5.01 of the condition set forth in Section 6.3(b).Company Disclosure Letter; (ii) as expressly permitted or required by this Agreement; (iii) as required by applicable Law; or (iv) with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed) from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any Company Subsidiary to, do any of the following: