Common use of Conduct of Business of Purchaser Clause in Contracts

Conduct of Business of Purchaser. (a) Unless the Company and Pubco shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period, except as expressly contemplated by this Agreement or any Ancillary Document or as set forth on Schedule 8.3, or as required by applicable Law, Purchaser shall, and shall cause its Subsidiaries to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to Purchaser and its Subsidiaries and their respective businesses, assets and employees, and (iii) use commercially reasonable efforts to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice; provided, that no action by Purchaser with respect to matters specifically prohibited or restricted by any provision of Section 8.3(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such relevant provision of Section 8.3(b). Notwithstanding anything to the contrary in this Section 8.3, nothing in this Agreement shall prohibit or restrict the Purchaser from extending one or more times, in accordance with the Purchaser Charter and IPO Prospectus, or by amendment to the Purchaser Charter, the deadline by which it much complete its Business Combination (each, an “Extension”), and no consent of any other Party shall be required in connection therewith. Table of Contents

Conduct of Business of Purchaser. (a) Unless the Company and Pubco the Company Representative shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period, except as expressly contemplated by this Agreement or any Ancillary Document or as set forth on Schedule 8.3‎7.3, or as required by applicable Law, Purchaser shall, and shall cause its Subsidiaries to, (i) conduct their respective its businesses, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to Purchaser and its Subsidiaries and their respective businesses, assets and employees, and (iii) use take all commercially reasonable efforts measures necessary or appropriate to preserve intact, in all material respects, their its respective business organizations, to keep available the services of their its respective managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of their its respective material assets, all as consistent with past practice; provided, that no action by Purchaser with respect to matters specifically prohibited or restricted by any provision of Section 8.3(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such relevant provision of Section 8.3(b). Notwithstanding anything to the contrary in this Section 8.37.3, nothing in this Agreement shall prohibit or restrict the Purchaser from extending one or more timesextending, in accordance with Purchaser’s Organizational Documents and the Purchaser Charter and IPO Prospectus, or by amendment to the Purchaser Charter, the deadline by which it much must complete its Business Combination (each, an “Extension”), including securing the release of all or a portion of the Escrow Amount pursuant to the Extension Escrow Agreement for deposit into the Trust Account in order to secure such extension and no consent of any other Party shall be required in connection therewith. Table of Contents.

Conduct of Business of Purchaser. (a) Unless the Company and Pubco shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period, except as expressly contemplated by this Agreement or any Ancillary Document or as set forth on Schedule 8.3, or as required by applicable Law5.3, Purchaser shall, and shall cause its Subsidiaries to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to Purchaser and its Subsidiaries and their respective businesses, assets and employees, and (iii) use take all commercially reasonable efforts measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice; provided, that no action by Purchaser with respect to matters specifically prohibited or restricted by any provision of Section 8.3(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such relevant provision of Section 8.3(b). Notwithstanding anything to the contrary in this Section 8.35.3, nothing in this Agreement shall prohibit or restrict the Purchaser from extending one or more times, in accordance with the Purchaser Charter and IPO Prospectus, or by amendment to the Purchaser Charter, the deadline by which it much complete its Business Combination (each, an “Extension”)) and incurring costs and expenses in connection therewith, subject to obtaining the approval of its stockholders to amend the Purchaser Charter in connection with such Extension and any other matters required to be approved by Purchaser’s stockholders in connection therewith and redeeming any of its stockholders who request to be redeemed in connection with the Extension, and no consent of any other Party shall be required in connection therewith. Table of Contents.

Conduct of Business of Purchaser. (a) Unless the Company and Pubco shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period, except as expressly contemplated by this Agreement or any Ancillary Document or as set forth on Schedule 8.3, or as required by applicable Law5.3, Purchaser shall, and shall cause its Subsidiaries to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to Purchaser and its Subsidiaries and their respective businesses, assets and employees, and (iii) use take all commercially reasonable efforts measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice; provided, that no action by Purchaser with respect to matters specifically prohibited or restricted by any provision of Section 8.3(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such relevant provision of Section 8.3(b). Notwithstanding anything to the contrary in this Section 8.35.3, nothing in this Agreement shall prohibit or restrict the Purchaser from extending one or more times, in accordance with the Purchaser Charter and IPO Prospectus, or by amendment to the Purchaser Charter, the deadline by which it much must complete its Business Combination pursuant to the Purchaser Organizational Documents (each, an “Extension”)) and incurring costs and expenses in connection therewith, subject to obtaining the approval of its shareholders to amend the Purchaser Organizational Documents in connection with such Extension (to the extent required) and any other matters required to be approved by Purchaser’s shareholders in connection therewith and redeeming any of its shareholders who request to be redeemed in connection with the Extension pursuant to the Purchaser Organizational Documents, and no consent of any other Party shall be required in connection therewith. Table of Contents.