Common use of Conduct of Business in Ordinary Course Clause in Contracts

Conduct of Business in Ordinary Course. From and after the Effective Date and prior to the Closing Date, the Company will not and the Sellers will not cause the Company to take any actions inconsistent with Section 3.23 or which will lead to a Material Adverse Effect occurring. With the exception of the provisions set forth in this Agreement and the transaction contemplated herein, the Company will carry on (and the Sellers shall cause the Company to carry on) their business in the ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent with such business, use efforts consistent with past practice and policies to preserve intact their respective present business organization, keep available the services of their respective present officers, consultants and employees and preserve their relationships with customers, suppliers and distributors and others having business dealings with them. The Sellers shall cause the officers of the Company to confer at such times as the Purchaser may reasonably request with representatives of the Purchaser to report operational matters of a material nature and to report the general status of the ongoing operations of the business of the Company. Notwithstanding the foregoing, the Sellers and the Company may not and will not without the prior written consent of the Purchaser (which shall not be unreasonably withheld):

Conduct of Business in Ordinary Course. From and after the Effective Date and prior to the Closing Date, the Company The Seller will not and the Sellers will not cause the Company to and the Related Entity (as the case may be) not to, take any actions inconsistent with Section 3.23 3.22 or which will lead to a Material Adverse Effect occurring. With the exception of the provisions set forth in this Agreement and the transaction transactions contemplated hereinhereby, the Company will carry on (and the Sellers Seller shall cause the Company and the Related Entity (as the case may be) to carry on) their on its business in the ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent with such business, use efforts consistent with past practice and policies to preserve intact their respective present business organization, keep available the services of their respective present officers, consultants and employees and preserve their relationships with customers, suppliers and distributors and others having business dealings with them. The Sellers Seller shall cause the officers of the Company and the Related Entity (as the case may be) to confer at such times as the Purchaser may reasonably request with representatives of the Purchaser to report operational matters of a material nature and to report the general status of the ongoing operations of the business of the Company. Notwithstanding the foregoing, the Sellers Company and the Company may not and will not without Related Entity (as the prior written consent of the Purchaser (which shall not be unreasonably withheld):case maybe).

Conduct of Business in Ordinary Course. From and after the Effective Date and prior to until the Closing DateClosing, the Company will not and the Sellers Related Entity will not not, and the Seller will cause the Company to and the Related Entity not to, take any actions inconsistent with Section 3.23 3.22 or which will lead to a Material Adverse Effect occurring. With the exception of the provisions set forth in this Agreement and the transaction transactions contemplated hereinhereby, each of the Company and the Related Entity will carry on (and the Sellers Seller shall cause the Company and the Related Entity to carry on) their its business in the ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent with such business, use efforts consistent with past practice and policies to preserve intact their respective present business organization, keep available the services of their respective present officers, consultants and employees and preserve their relationships with customers, suppliers and distributors and others having business dealings with them. The Sellers Seller shall cause the officers of the Company and the Related Entity to confer at such times as the Purchaser may reasonably request with representatives of the Purchaser to report operational matters of a material nature and to report the general status of the ongoing operations of the business of the Company. Notwithstanding the foregoing, the Sellers Company and the Company may not and will not without the prior written consent of the Purchaser (which shall not be unreasonably withheld):Related Entity.