Common use of Conduct of Business During Interim Period Clause in Contracts

Conduct of Business During Interim Period. During the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective Time, each of Visionics and the Visionics Subsidiaries and Identix and the Identix Subsidiaries, except as contemplated or required by this Agreement or as expressly consented to in writing by the other party, will (i) conduct its respective operations according to its ordinary and usual course of business and consistent with past practices, (ii) use commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (iii) not take any action which would adversely affect its ability to consummate the Merger or the other transactions contemplated hereby. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, prior to the earlier of the termination of this Agreement or Effective Time neither Visionics nor Identix will, and neither Visionics nor Identix will permit its respective Subsidiaries, without the prior written consent of the other party, directly or indirectly, do any of the following:

Conduct of Business During Interim Period. During the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective Time, each of Visionics and the Visionics Subsidiaries and Identix and the Identix Subsidiaries, except (a) Except as contemplated or required by this Agreement or as expressly consented to in writing by ALZA, during the other partyperiod from the date of this Agreement to the Effective Time, each of SEQUUS and its Subsidiaries will (i) conduct its respective operations in all material respects according to its ordinary and usual course of business and consistent with past practicespractice, (ii) use all commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (iii) not take any action which would could reasonably be expected to adversely affect its ability to consummate the Merger or the other transactions contemplated hereby. Without limiting the generality of the foregoing, and except as otherwise contemplated by or expressly provided in this AgreementAgreement or Section 5.1 of the SEQUUS Disclosure Statement, prior to the earlier of the termination of this Agreement or Effective Time neither Visionics SEQUUS nor Identix any of its Subsidiaries will, and neither Visionics nor Identix will permit its respective Subsidiaries, without the prior written consent of the other partyALZA, directly or indirectly, do any of the following:

Conduct of Business During Interim Period. During Except as contemplated or required by this Agreement or as expressly consented to in writing by Angiotech (which consent shall not be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective Time, each of Visionics and the Visionics Subsidiaries and Identix and the Identix Subsidiaries, except as contemplated or required by this Agreement or as expressly consented to in writing by the other party, Cohesion will (i) conduct its respective operations according to its ordinary and usual course of business and consistent with past practicespractice, (ii) use commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (iii) not take any action which would adversely affect its ability to consummate the Merger or the other transactions contemplated hereby. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, prior to the earlier of the termination of this Agreement or Effective Time neither Visionics nor Identix willTime, and neither Visionics nor Identix Cohesion will permit its respective Subsidiariesnot, without the prior written consent of the other partyAngiotech (which consent shall not be unreasonably withheld, conditioned or delayed), directly or indirectly, do any of the following:

Conduct of Business During Interim Period. During Except as contemplated or ----------------------------------------- required by this Agreement or as expressly consented to in writing by Purchaser, during the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective TimeClosing, each of Visionics Seller and the Visionics Subsidiaries and Identix and the Identix Subsidiaries, except as contemplated or required by this Agreement or as expressly consented to in writing by the other party, its subsidiaries will (i) conduct its respective the Government Base Business operations according to its ordinary and usual course of business and consistent with past practicespractice, (ii) use all commercially reasonable efforts to preserve intact its business organizationthe organization of the Government Base Business, to keep available the services of its officers and employees GBB Employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with itSeller or its subsidiaries in respect of the Government Base Business, and (iii) not take any action which would adversely affect its Seller's ability to consummate the Merger or the other transactions contemplated herebyby this Agreement. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, prior to the earlier of the termination of this Agreement or Effective Time Closing neither Visionics Seller nor Identix any of its subsidiaries will, and neither Visionics nor Identix will permit its respective Subsidiaries, without the prior written consent of the other partyPurchaser, which shall not be unreasonably withheld or delayed, directly or indirectly, do any of the followingfollowing in respect of the Government Base Business: