Common use of Conduct of Business of Company Clause in Contracts

Conduct of Business of Company. 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 agrees (except to the extent expressly contemplated by this Agreement), to carry on its and its Subsidiaries' business in the ordinary course in substantially the same manner as heretofore conducted, to pay and to cause its Subsidiaries to pay debts and Taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due, and to use its commercially reasonable efforts consistent with past practice and policies to preserve intact its and its Subsidiaries' present business organizations, use its commercially reasonable efforts consistent with past practice to keep available the services of its and its Subsidiaries' present officers and key employees and use its commercially reasonable efforts consistent with past practice to preserve its and its Subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it or its Subsidiaries, to the end that its and its Subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time. The Company agrees to promptly notify Parent of any material event or occurrence not in the ordinary course of its or its Subsidiaries' business, and of any event which could reasonably be expected to have a Company Material Adverse Effect. Without limiting the generality of the foregoing, 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 shall not do, cause or permit any of the following actions, or allow, cause or permit any of its Subsidiaries to do, cause or permit any of the following actions:

Conduct of Business of Company. 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 agrees (except to the extent expressly contemplated by this AgreementAgreement or as consented to in writing by Parent), to carry on its and its the Company Subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, . Company further agrees to (i) pay and to cause its the Company Subsidiaries to pay debts and Taxes when due due, subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when dueTaxes, and (ii) to use its commercially all reasonable efforts consistent with past practice and policies to preserve intact its and its the Company Subsidiaries' present business organizations, use its commercially reasonable efforts consistent with past practice to keep available the services of its and its the Company Subsidiaries' present officers and key employees and use its commercially reasonable efforts consistent with past practice to preserve its and its the Company Subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, licensees and others having business dealings with it or its the Company Subsidiaries, to the end that its and its the Company Subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective TimeTime in all material respects. The Company agrees to promptly notify Parent of any material event or occurrence not in the ordinary course of its or its the Company Subsidiaries' business, and of any event which that could reasonably be expected to have a Company Material Adverse EffectEffect on Company. Without limiting the generality of the foregoing, during the period from the date of except as expressly contemplated by this Agreement and continuing until the earlier of the termination of this Agreement or the Effective TimeAgreement, the Company shall not do, cause or permit any of the following actionsfollowing, or allow, cause or permit any of its the Company Subsidiaries to do, cause or permit any of the following actionsfollowing, without the prior written consent of Parent, which consent shall not be unreasonably delayed or withheld:

Conduct of Business of Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective TimeTime (the “Pre-Closing Period”), the Company agrees (except to the extent expressly contemplated by this Agreement), to carry on its and its Subsidiaries' the business of the Acquired Corporations in the ordinary course and in substantially the same manner as heretofore conductedconducted since September 30, 2004, to pay and to cause its Subsidiaries to pay debts and Taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due, and, except as otherwise limited by the terms and conditions of this Agreement, to use its commercially reasonable efforts consistent with past practice and policies to preserve intact its and its Subsidiaries' ’ present business organizations, use its commercially reasonable efforts consistent with past practice to keep available the services of its and its Subsidiaries' ’ present officers and key employees and use its commercially reasonable efforts consistent with past practice to preserve its and its Subsidiaries' ’ relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it or its Subsidiaries, to the end that its and its Subsidiaries' ’ goodwill and ongoing businesses shall be unimpaired at the Effective Time. The Company agrees to promptly notify Parent of any material event or occurrence not in the ordinary course of its or its Subsidiaries' ’ business, and of any event which could reasonably be expected to have a Company Material Adverse Effect. Without limiting the generality of the foregoing, 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 shall not do, cause or permit any of the following actions, or allow, cause or permit any of its Subsidiaries to do, cause or permit any of the following actions:

Conduct of Business of Company. During the period Company covenants and agrees that from the date of this Agreement hereof and continuing until the earlier of the termination of this Agreement or the Effective Time, except as set forth in Section 4.1 of the Company agrees Disclosure Schedules, as expressly contemplated or permitted by this Agreement, or as Parent shall otherwise consent to in writing, the business of Company and its Subsidiaries (including their working capital and cash management practices, the collection of accounts receivable, and the payment of accounts payable (including the writing and mailing of checks and initiating wire transfers and other electronic payments with respect thereto)) shall be conducted only in, and Company and its Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; to the extent expressly contemplated by this Agreement)consistent therewith, to carry on its Company and its Subsidiaries' business in the ordinary course in substantially the same manner as heretofore conducted, to pay and to cause its Subsidiaries to pay debts and Taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due, and to shall use its their commercially reasonable efforts consistent with past practice and policies to preserve intact its and its Subsidiaries' present business organizationsorganization intact, use its commercially reasonable efforts consistent with past practice to keep available the services of its the current officers and employees and consultants of Company and its Subsidiaries' present officers , maintain its existing relations and key employees and use its commercially reasonable efforts consistent with past practice to preserve its and its Subsidiaries' relationships goodwill with customers, suppliers, distributors, licensorscreditors, licenseeslessors, employees, business associates and other Persons with which Company or any of its Subsidiaries has significant business relations, maintain and keep its material properties and assets in good repair and condition, subject to ordinary wear and tear, and others having business dealings with maintain in effect all governmental permits pursuant to which it or its Subsidiaries, to the end that its and its Subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time. The Company agrees to promptly notify Parent of any material event or occurrence not in the ordinary course of its or its Subsidiaries' businessSubsidiaries currently operates, and Company shall declare, set aside and pay all dividends to be declared, set aside or paid on the Preferred Shares pursuant to Company’s Fourth Amended and Restated Certificate of any event which could reasonably be expected to have a Company Material Adverse EffectIncorporation in respect of each Dividend Payment Record Date after the date hereof. Without limiting the generality By way of amplification and not limitation, except as expressly contemplated by this Agreement and Section 4.1 of the foregoingCompany Disclosure Schedules, during the period from Company shall not and shall cause its Subsidiaries not to, between the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company shall not directly or indirectly, do, cause or permit propose to do, any of the following actions, or allow, cause or permit any without the prior written consent of its Subsidiaries to do, cause or permit any of the following actionsParent:

Conduct of Business of Company. During the period from and including the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with its terms or the Effective Time, the Company agrees (except as consented to the extent expressly contemplated in writing by this Agreement), Parent) to carry on its and each of its Subsidiaries' business businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, . Company further agrees to pay its and to cause each of its Subsidiaries to pay Subsidiaries' debts and Taxes when due subject to good faith disputes over such debts or taxesdue, to pay or perform its and each of its Subsidiaries' other material obligations when due, and to use its commercially all reasonable efforts consistent with past practice and policies to preserve intact its and each of its Subsidiaries' present business organizations, use its commercially reasonable efforts consistent with past practice to keep available the services of its and each of its Subsidiaries' present officers and key employees and use its commercially reasonable efforts consistent with past practice to preserve its and each of its Subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, consultants, joint venture partners, collaborators, and others having business dealings with it or and each of its Subsidiaries, Subsidiaries to the end that its and each of its Subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time. The Company agrees to promptly notify Parent of any material event or occurrence not in the ordinary course of its business or which could have a Material Adverse Effect on Company or any of its Subsidiaries' business. By way of amplification and not limitation, Company and each of any event which could reasonably be expected to have a Company Material Adverse Effect. Without limiting the generality of the foregoingits Subsidiaries shall not, during the period from between the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company shall not directly or indirectly, do, cause or permit agree to do, any of the following actionswithout the prior written consent of Parent, or allow, cause or permit any of its Subsidiaries to do, cause or permit any of the following actionswhich consent shall not be unreasonably withheld:

Conduct of Business of Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement Agreement, the Effective Time or the Effective TimeOutside Closing Date, the Company agrees (except to the extent expressly contemplated by this Agreementunless SciQuest shall give its prior consent in writing), to carry on its and its Subsidiaries' business in the ordinary course and in substantially the same manner as heretofore conductedaccordance with Company's 2000 Operating Plan, to pay and to cause its Subsidiaries to pay debts Liabilities and Taxes consistent with Company's past practices (and in any event when due subject to good faith disputes over such debts or taxesdue), to pay or perform other material obligations when duedue consistent with Company's past practices (other than Liabilities, Taxes and other obligations, if any, contested in good faith through appropriate proceedings), and, to the extent consistent with such business, to use its commercially reasonable efforts consistent with past practice and institute all policies to preserve intact its and its Subsidiaries' present business organizationsorganization, use its commercially reasonable efforts consistent with past practice to keep available the services of its and its Subsidiaries' present officers and key employees and use its commercially reasonable efforts consistent with past practice to preserve its and its Subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, independent contractors and others other Persons having business dealings with it or it, all with the express purpose and intent of preserving unimpaired its Subsidiaries, to the end that its and its Subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time. The Except as expressly contemplated by this Agreement, Company agrees shall not, without the prior written consent of SciQuest, take or agree in writing or otherwise to promptly notify Parent take, any action that would result in the occurrence of any material event of the changes described in Section 2.8 of this Agreement, ----------- or occurrence not in the ordinary course any other action that would make any of its representations or warranties contained in this Agreement untrue or incorrect in any material respect or prevent Company from performing or cause Company not to perform its Subsidiaries' business, agreements and of any event which could reasonably be expected to have a Company Material Adverse Effectcovenants in this Agreement. Without limiting the generality of the foregoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, except as set forth in the Company Disclosure Schedule or as required or expressly permitted by this Agreement or in the ordinary course of business, Company shall not do, cause or permit any of the following actionsfollowing, or allow, cause or permit any without the prior written consent of its Subsidiaries to do, cause or permit any of the following actionsSciQuest:

Conduct of Business of Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective TimeClosing, the Selling Stockholders other than SGAM AI, shall cause the Company agrees (except to the extent expressly contemplated by this AgreementAgreement or as consented to in writing by the Acquiror, such consent not to be unreasonably withheld or delayed), to carry on its and its Subsidiaries' ’ business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay and to cause its Subsidiaries to pay debts and Taxes when due due, subject to good faith disputes over the Acquiror’s consent (such debts consent not to be unreasonably withheld or taxesdelayed) to the filing of material Tax Returns, to pay or perform other material obligations when due, and to use its commercially all reasonable efforts consistent with past practice and policies to preserve intact its and its Subsidiaries' ’ present business organizationsorganization, use its commercially reasonable efforts consistent with past practice to keep available the services of its and its Subsidiaries' ’ present officers and key employees Key Employees and use its commercially reasonable efforts consistent with past practice to preserve its and its Subsidiaries' ’ relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it or its Subsidiaries, to the end that its and its Subsidiaries' ’ goodwill and ongoing businesses shall be unimpaired at the Effective TimeClosing. The Company agrees to Selling Stockholders shall promptly notify Parent the Acquiror of any material event or occurrence not in the ordinary course of its the Company or its Subsidiaries' ’ business, and of any event which could reasonably be expected to have a Company Material Adverse Effect. Without limiting the generality of the foregoing, during the period from the date of except as expressly contemplated by this Agreement and continuing until the earlier of the termination of this Agreement or the Effective TimeAgreement, the Selling Stockholders other than SGAM AI shall cause the Company shall not to do, cause or permit any of the following actionsfollowing, or allow, cause or permit any of its Subsidiaries to do, cause or permit any of the following actions:following, without the prior written consent of the Acquiror (such consent not to be unreasonably withheld or delayed):

Conduct of Business of Company. 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 agrees (except to the extent expressly contemplated by this AgreementAgreement or as consented to in writing by the other), to carry on its and its Subsidiariessubsidiaries' business in the usual regular and ordinary course in substantially the same manner as heretofore conducted, ; to pay and to cause its Subsidiaries subsidiaries to pay debts and Taxes when due subject (i) to good faith disputes over such debts or taxesTaxes and (ii) in the case of Taxes of Company or any of its subsidiaries, to Parent's consent to the filing of Tax Returns if applicable; to pay or perform other material obligations when due, and to use its commercially all reasonable efforts consistent with past practice and policies to preserve intact its and its Subsidiaries' present business organizations, use its commercially reasonable efforts consistent with past practice to keep available the services of its and its Subsidiariessubsidiaries' present officers and key employees and use its commercially reasonable efforts consistent with past practice to preserve its and its Subsidiariessubsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it or its Subsidiariessubsidiaries, to the end that its and its Subsidiariessubsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time. The Company agrees to promptly notify the Parent of (x) any material event or occurrence not in the ordinary course of its or its Subsidiariessubsidiaries' business, and of any event which could reasonably be expected to have a Company Material Adverse EffectEffect and (y) any change in its capitalization as set forth in Section 2.5 with respect to the Company. Without limiting the generality of the foregoing, during the period from the date of this Agreement and continuing until the earlier of the termination of except as expressly contemplated by this Agreement or the Effective TimeCompany Disclosure Schedule, the Company shall not do, cause or permit any of the following actionsfollowing, or allow, cause or permit any of its Subsidiaries subsidiaries to do, cause or permit any of the following actionsfollowing, without the prior written consent of Parent:

Conduct of Business of Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to Section 8.1 or the Effective Time, the Company agrees (except to the extent expressly contemplated by this Agreement), Agreement or as consented to in writing by Parent): (a) to carry on its and its Subsidiaries' business in the ordinary course Ordinary Course of Business in substantially the same manner as heretofore conducted, ; (b) to pay and to cause its Subsidiaries to pay debts and Taxes when due subject to good faith disputes over such debts or taxesTaxes; provided that, the foregoing notwithstanding, Company may use available cash to repay any Indebtedness of Company prior to Closing, (c) to pay or perform other material obligations when due, and ; (d) to use its all commercially reasonable efforts consistent with past practice and policies to preserve intact its and its Subsidiaries' present business organizations, use its commercially reasonable efforts consistent with past practice to keep available the services of its and its Subsidiaries' present officers and key employees (other than terminations for cause) and use its commercially reasonable efforts consistent with past practice to preserve its and its Subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, licensees and others having business dealings with it or its Subsidiariesit, to the end that its and its Subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time; (e) use commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear excepted; (f) use commercially reasonable efforts to prevent the lapse of any material Intellectual Property of Company; (g) operate its business in all material respects in compliance with all applicable Laws; (h) subject to applicable Law provide updates to Parent concerning operational matters of a material nature; and (i) maintain in effect and, when necessary, renew the insurance policies of Company and notify Parent prior to making any modifications to the insurance policies of Company. The Company agrees to promptly notify Parent of (i) any material event or occurrence not in the ordinary course Ordinary Course of its or its Subsidiaries' businessBusiness, and of any event which could that would reasonably be expected to have a Company Material Adverse Effect. Without limiting the generality of the foregoingEffect on Company, 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 shall not do, cause or permit (ii) any of the following actions, or allow, cause or permit any of change in its Subsidiaries to do, cause or permit any of the following actions:capitalization as set forth in Section 3.2.