Common use of Conduct of Business of Target Clause in Contracts

Conduct of Business of Target. During the Restricted Period, Target agrees, and agrees to cause its Subsidiaries (except to the extent expressly contemplated by this Agreement or as consented to in writing by Acquiror), 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 subject to good faith disputes over such debts or Taxes, to pay or perform other obligations when due, and to use 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 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. During the Restricted Period, Target further agrees to promptly notify Acquiror of any event or occurrence (i) not in the ordinary course of Target or its Subsidiaries' business, (ii) that would result in a material breach of any covenant or agreement of Target or any of its Subsidiaries set forth in this Agreement, (iii) that would cause any representation or warranty of Target set forth in this Agreement to be untrue in any material respect as of the date of such event or occurrence, or (iv) which, individually or in the aggregate, would have a Material Adverse Effect on Target. During the Restricted Period, except as expressly contemplated by this Agreement, Target shall not do, cause or permit any of the following, or allow, cause or permit any of its Subsidiaries to do, cause or permit any of the following, without the prior written consent of Acquiror:

Conduct of Business of Target. During the Restricted Periodperiod from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Target agrees, and agrees to cause its Subsidiaries (except to the extent expressly contemplated by this Agreement or as consented to in writing by Acquiror)Parent, such consent not to carry on be unreasonably withheld or delayed) to: (i) conduct its and its Subsidiaries' business in the usualbusiness, regular and ordinary course in substantially the same manner as heretofore conducted, to pay and to cause each Subsidiary to conduct its Subsidiaries respective business, in the ordinary course of business consistent with past practice; (ii) use commercially reasonable efforts to pay its debts and Taxes Taxes, and to cause each Subsidiary to pay its respective debts and Taxes, when due subject to (1) good faith disputes over such debts or Taxes, and (2) Parent’s consent to the filing of material Tax Returns, if applicable; (iii) pay or perform, and to cause each Subsidiary to pay or perform perform, other material obligations when due, and ; (iv) to use all commercially reasonable efforts consistent with past practice and policies to preserve intact its and its the Subsidiaries' ’ present business organizations, use its commercially reasonable efforts consistent with past practice to keep available the services of its and its the Subsidiaries' ’ present officers and key employees and use its commercially reasonable efforts consistent with past practice to preserve its and its the Subsidiaries' ’ relationships with material customers, suppliers, distributors, licensors, licensees, and others having business dealings with it it, to the end that its goodwill and ongoing businesses shall be unimpaired at the Effective Time; (v) use its and cause each Subsidiary to use its reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear excepted; (vi) use it, and cause each Subsidiary to use its reasonable efforts to prevent the lapse of any material Intellectual Property of Target or any Subsidiary; (vii) operate, and cause each Subsidiary to operate, its Subsidiariesbusiness in all material respects in compliance with all applicable Laws; (viii) subject to applicable Law confer with Parent concerning operational matters of Target or any Subsidiary of a material nature; and (ix) maintain in effect and, when necessary, renew the insurance policies of Target and each Subsidiary and to confer with Parent prior to making any modifications to the insurance policies of Target or any Subsidiary. During the Restricted Period, Target further agrees to promptly notify Acquiror Parent of (1) any material event or occurrence (i) not in the ordinary course of Target Target’s or its Subsidiaries' any Subsidiary’s business, (ii) that would result in a material breach and of any covenant or agreement of Target or any of its Subsidiaries set forth in this Agreement, (iii) that event which would cause any representation or warranty of Target set forth in this Agreement reasonably be expected to be untrue in any material respect as of the date of such event or occurrence, or (iv) which, individually or in the aggregate, would have a Material Adverse Effect on TargetTarget or any Subsidiary; and (2) any material change in its or any Subsidiary’s capitalization as set forth in Section 2.2. During Without limiting the Restricted Periodforegoing, except as expressly contemplated by this Agreement, Target and each Subsidiary shall not do, cause or permit any of the following, or allow, cause or permit any of its Subsidiaries to do, cause or permit any of the following, without the prior written consent of Acquiror:Parent (which shall not be unreasonably withheld or delayed):

Conduct of Business of Target. During the Restricted Period, Target agreesperiod from the date ----------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, and agrees to cause its Subsidiaries except (except i) as contemplated or permitted by the terms of this Agreement, (ii) as provided in Section 4.1 of the Target Disclosure Schedule and (iii) to the extent expressly contemplated by this Agreement or as otherwise previously consented to by Acquiror in writing by (which consent shall be withheld or delayed in Acquiror's sole discretion), to Target and each Target Subsidiary shall carry on its and its Subsidiaries' business in the usual, regular and ordinary course course, in substantially the same manner as heretofore conductedconducted and in compliance with all applicable laws and regulations, 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 obligations when due, and to use 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 and use its commercially reasonable efforts consistent with past practice practices and policies to (a) preserve intact its present business organization, (b) keep available the services of its present officers and employees and (c) preserve its and its Subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, and others having with which it has business dealings with it or its Subsidiariesdealings. During the Restricted PeriodIn addition, Target further agrees to will promptly notify Acquiror of any event or occurrence (i) not in the ordinary course of Target or its Subsidiaries' business, (ii) that would result in a material breach of any covenant or agreement of Target or any of its Subsidiaries set forth in this Agreement, (iii) that would cause any representation or warranty of Target set forth in this Agreement to be untrue in any material respect as of the date of such event or occurrence, or (iv) which, individually or in the aggregate, would it reasonably believes could have a Material Adverse Effect on TargetTarget or the Surviving Corporation. During the Restricted PeriodIn addition, except as expressly contemplated or permitted by the terms of this AgreementAgreement and except as provided in Section 4.1 of the Target Disclosure Schedule, without the prior written consent of Acquiror (which consent shall be withheld or delayed in Acquiror's sole discretion), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Target shall not do, cause or permit, and shall not permit any of the following, or allow, cause or permit any of its Subsidiaries to do, cause or permit any of the following, without the prior written consent of Acquiror:

Conduct of Business of Target. During the Restricted Periodperiod from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Target agrees, and agrees to cause its Subsidiaries (except to the extent expressly contemplated by this Agreement Agreement, including with respect to the Spin-Off Transaction or the Excluded Business, or as consented to in writing by Acquiror, not to be unreasonably withheld, conditioned or delayed), with respect to itself and all of its Subsidiaries: (A) to carry on its and its Subsidiaries' business the Target Business in the usual, regular and ordinary course 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 any good faith disputes over such debts or Taxes, ; (C) to pay or perform other obligations when due, ; (D) to take commercially reasonable measures to protect Target Intellectual Property and Target Technology; and (E) to use 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 maintain the value of the Target Business as a going concern, 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 it, to the end that its Subsidiariesgoodwill and ongoing businesses shall be unimpaired at the Effective Time. During the Restricted Period, Target further agrees to promptly notify Acquiror of any material event or occurrence (i) not in the ordinary course of the Target or its Subsidiaries' businessBusiness, (ii) that would result in a material breach and of any covenant or agreement of Target or any of its Subsidiaries set forth in this Agreement, (iii) that event which would cause any representation or warranty of Target set forth in this Agreement reasonably be expected to be untrue in any material respect as of the date of such event or occurrence, or (iv) which, individually or in the aggregate, would have a Target Material Adverse Effect on TargetEffect. During Without limiting the Restricted Periodforegoing, except as expressly contemplated by this AgreementAgreement (including with respect to the Spin-Off Transaction or the Excluded Business) or the Target Disclosure Schedule, Target shall not donot, and shall cause or permit any of the following, or allow, cause or permit any of its Subsidiaries to not, do, cause or permit any of the following, without the prior written consent of Acquiror:Acquiror (such consent not to be unreasonably withheld, conditioned or delayed):

Conduct of Business of Target. During the Restricted Periodperiod from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Target agrees, and agrees to cause its Subsidiaries (except to the extent expressly contemplated by this Agreement or as consented to in writing by Acquiror, which consent shall not 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, . Target further agrees to pay and to cause its Subsidiaries to (i) pay debts and Taxes when due subject to good faith disputes over such debts or Taxes, (ii) pay all amounts due or other outstanding obligations owed to suppliers and vendors when due subject to good faith disputes over such amounts or obligations, (iii) subject to Acquiror's consent to the filing of material Tax Returns if applicable, to pay or perform other obligations when due, and (iv) to use 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 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 to the end that its Subsidiariesgoodwill and ongoing businesses shall be unimpaired at the Effective Time. During the Restricted Period, Target further agrees to promptly notify Acquiror of any event or occurrence (i) not in the ordinary course of Target or its Subsidiaries' business, (ii) and of any event that would result in a material breach of any covenant or agreement of Target or any of its Subsidiaries set forth in this Agreement, (iii) that would cause any representation or warranty of Target set forth in this Agreement reasonably be expected to be untrue in any material respect as of the date of such event or occurrence, or (iv) which, individually or in the aggregate, would have a Material Adverse Effect on Target. During Without limiting the Restricted Periodforegoing, except as expressly contemplated by this Agreement, Target shall not do, cause or permit any of the following, or allow, cause or permit any of its Subsidiaries to do, cause or permit any of the following, without the prior written consent of Acquiror, which consent shall not be unreasonably withheld or delayed:

Conduct of Business of Target. During the Restricted Periodperiod from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Target agrees, and agrees to cause its Subsidiaries (except to the extent expressly contemplated by this Agreement or as consented to in writing by Acquiror, such consent which shall not be unreasonably withheld, delayed or conditioned), with respect to itself and all of its Subsidiaries: (A) to carry on its and its Subsidiaries' business the Target Business in the usual, regular and ordinary course 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 (i) any good faith disputes over such debts or Taxes; and (ii) Acquiror’s consent to the filing of material Tax Returns, if applicable; and (C) to pay or perform other material obligations when due, and ; (D) to use 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 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 it, to the end that its Subsidiariesgoodwill and ongoing businesses shall be unimpaired at the Effective Time. During the Restricted Period, Target further agrees to promptly notify Acquiror of (x) any creditor, employee, consultant, customer or vendor or other Person having a material business relationship with Target or any Subsidiary of Target, who notifies Target or any Subsidiary, that such Person currently intends to change such Person’s relationship with Target or any Subsidiary of Target, (y) any material event or occurrence (i) not in the ordinary course of the Target or its Subsidiaries' businessBusiness, (ii) that would result in a material breach and of any covenant or agreement of Target or any of its Subsidiaries set forth in this Agreement, (iii) that would cause any representation or warranty of Target set forth in this Agreement event which could reasonably be expected to be untrue in any material respect as of the date of such event or occurrence, or (iv) which, individually or in the aggregate, would have a Material Adverse Effect on TargetTarget or its Subsidiaries; and (z) any material change in its capitalization or the ownership of any of its Subsidiaries as set forth in Section 3.5. During Without limiting the Restricted Periodforegoing, except as expressly contemplated by this AgreementAgreement or Section 5 of the Target Disclosure Schedule, Target shall not donot, and shall cause or permit any of the following, or allow, cause or permit any of its Subsidiaries to not, do, cause or permit any of the following, without the prior written consent of Acquiror:Acquiror (which consent shall not be unreasonably withheld, delayed or conditioned):

Conduct of Business of Target. During the Restricted Periodperiod from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing Date, Target agrees, and agrees to cause its Subsidiaries (except to the extent expressly contemplated by this Agreement or as consented to in writing by Acquiror), to carry on its and its Subsidiaries' Target's business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay and to cause its Subsidiaries . Target further agrees (i) to pay debts and Taxes when due due, (ii) subject to good faith disputes over such debts or TaxesAcquiror's consent to the filing of material Tax Returns, if applicable, to pay or perform other obligations when due, and (iii) to use all commercially reasonable efforts consistent with past practice and policies to preserve intact its and its Subsidiaries' Target's present business organizations, use its commercially reasonable efforts consistent with past practice to keep available the services of its and its Subsidiaries' Target's present officers and key employees and use its commercially reasonable efforts consistent with past practice to preserve its and its Subsidiaries' Target's relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it Target, to the end that Target's goodwill and ongoing businesses shall be unimpaired at the Closing Date and (iv) to provide all assistance reasonably requested by Acquiror's independent accountants to audit or its Subsidiariesreview the Financial Statements (provided that Acquiror shall pay the fees and expenses of such accountants in conducting such audit or review). During the Restricted Period, Target further agrees to promptly notify Acquiror of any event or occurrence (i) not in the ordinary course of Target or its Subsidiaries' Target's business, (ii) that would result in a material breach and of any covenant or agreement of Target or any of its Subsidiaries set forth in this Agreement, (iii) event that would cause any representation or warranty of Target set forth in this Agreement to be untrue in any material respect as of the date of such event or occurrence, or (iv) which, individually or in the aggregate, would could have a Material Adverse Effect on Target. During Without limiting the Restricted Periodforegoing, except as expressly contemplated by this Agreement, Target shall not do, cause or permit any of the following, or allow, cause or permit any of its Subsidiaries subsidiaries to do, cause or permit any of the following, without the prior written consent of Acquiror:

Conduct of Business of Target. During Prior to the Restricted PeriodClosing, Target agreesshall, and agrees to shall cause its Subsidiaries to (except to the extent expressly contemplated by this Agreement or as consented to in writing by Acquiror), 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 subject to good faith disputes over such debts or Taxes, to pay or perform other obligations when due, and to use all commercially reasonable efforts consistent with past practice and policies to preserve intact its and its Subsidiaries' present business organizations, use its commercially reasonable best 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 best efforts consistent with past practice to preserve its and its Subsidiaries' relationships with all insurance regulatory authorities, independent insurance agents, reinsurers, customers, suppliers, distributors, licensors, licensees, licensees and others having business dealings with it or its Subsidiaries, such that its and its Subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time. During the Restricted Period, Target further agrees to shall promptly notify Acquiror of any event or occurrence (i) not in the ordinary course of Target or its Subsidiaries' business, (ii) that would result in a material breach of any covenant or agreement of Target or any of its Subsidiaries set forth in this Agreement, (iii) that would cause any representation or warranty of Target set forth in this Agreement to be untrue in any material respect as of the date of such event or occurrence, or (iv) which, individually or in the aggregate, which would have a Material Adverse Effect on TargetTarget or any of its Subsidiaries. During the Restricted Period, except Except as expressly contemplated by this Agreement, Target shall not do, cause or permit any of the following, or allow, cause or permit any of its Subsidiaries to do, cause or permit any of the following, without the prior written consent of Acquiror:

Conduct of Business of Target. During the Restricted Periodperiod from the date ----------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Target agrees, and agrees to cause its Subsidiaries (except to the extent expressly contemplated by this Agreement or as consented to in writing by Acquirorthe other), to carry on its and its Subsidiariessubsidiaries' business in the usual, 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 taxes when due subject (i) to good faith disputes over such debts or Taxestaxes, and (ii) in the case of taxes of Target or any of its subsidiaries, to Acquiror's consent to the filing of material tax returns if applicable; to pay or perform other obligations when due, and to use 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 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 subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time. During the Restricted Period, Each of Target further and Acquiror agrees to promptly notify Acquiror the other of (x) any event or occurrence (i) not in the ordinary course of Target its or its Subsidiariessubsidiaries' business, (ii) that would result in a material breach and of any covenant or agreement of Target or any of its Subsidiaries set forth in this Agreement, (iii) that would cause any representation or warranty of Target set forth in this Agreement to be untrue in any material respect as of the date of such event or occurrence, or (iv) which, individually or in the aggregate, would which could have a Material Adverse Effect on TargetEffect, and (y) any change in its capitalization as set forth in Sections 2.5 and 3.4, respectively. During Without limiting the Restricted Periodforegoing, except as expressly contemplated by this AgreementAgreement or the Target Disclosure Schedule, Target shall not do, cause or permit any of the following, or allow, cause or permit any of its Subsidiaries subsidiaries to do, cause or permit any of the following, without the prior written consent of Acquiror:

Conduct of Business of Target. During the Restricted Period, Target agreesperiod from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, and agrees to cause its Subsidiaries except (except i) as contemplated or permitted by the terms of this Agreement, (ii) as provided in Section 4.1 of the Target Disclosure Schedule and (iii) to the extent expressly contemplated by this Agreement or as otherwise previously consented to by Acquiror in writing by (which consent shall be withheld or delayed in Acquiror's sole discretion), to Target and each Target Subsidiary shall carry on its and its Subsidiaries' business in the usual, regular and ordinary course course, in substantially the same manner as heretofore conductedconducted and in compliance with all applicable laws and regulations, 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 obligations when due, and to use 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 and use its commercially reasonable efforts consistent with past practice practices and policies to (a) preserve intact its present business organization, (b) keep available the services of its present officers and employees and (c) preserve its and its Subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, and others having with which it has business dealings with it or its Subsidiariesdealings. During the Restricted PeriodIn addition, Target further agrees to will promptly notify Acquiror of any event or occurrence (i) not in the ordinary course of Target or its Subsidiaries' business, (ii) that would result in a material breach of any covenant or agreement of Target or any of its Subsidiaries set forth in this Agreement, (iii) that would cause any representation or warranty of Target set forth in this Agreement to be untrue in any material respect as of the date of such event or occurrence, or (iv) which, individually or in the aggregate, would it reasonably believes could have a Material Adverse Effect on TargetTarget or the Surviving Corporation. During the Restricted PeriodIn addition, except as expressly contemplated or permitted by the terms of this AgreementAgreement and except as provided in Section 4.1 of the Target Disclosure Schedule, without the prior written consent of Acquiror (which consent shall be withheld or delayed in Acquiror's sole discretion), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Target shall not do, cause or permit, and shall not permit any of the following, or allow, cause or permit any of its Subsidiaries to do, cause or permit any of the following, without the prior written consent of Acquiror:

Conduct of Business of Target. During the Restricted Periodperiod from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Target agrees, and agrees to cause its Subsidiaries (except to the extent expressly contemplated by this Agreement or as consented to in writing by Acquiror), such consent not to be unreasonably withheld or delayed) to carry on its and its Subsidiariessubsidiaries' business in the usual, 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 to good faith disputes over such debts or Taxes, Taxes to pay or perform other obligations when due, subject to good faith disputes, and to use 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 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 Subsidiaries. During subsidiaries, to the Restricted Period, Target further agrees to promptly notify Acquiror of any event or occurrence (i) not in end that its and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the ordinary course of Target or its Subsidiaries' business, (ii) that would result in a material breach of any covenant or agreement of Target or any of its Subsidiaries set forth in this Agreement, (iii) that would cause any representation or warranty of Target set forth in this Agreement to be untrue in any material respect as of the date of such event or occurrence, or (iv) which, individually or in the aggregate, would have a Material Adverse Effect on Target. During the Restricted PeriodEffective Time, except as expressly contemplated by this AgreementSection 5.1. Target agrees to promptly notify Acquiror of (x) any 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 Material Adverse Effect on Target and (y) any change in its capitalization as set forth in Sections 2.5. Without limiting the foregoing, except as expressly contemplated by this Agreement or the or as listed in Section 5.1 of the Target Disclosure Schedule, Target shall not do, cause or permit any of the following, or allow, cause or permit any of its Subsidiaries subsidiaries to do, cause or permit any of the following, without the prior written consent of Acquiror, which consent shall not be unreasonably withheld or delayed:

Conduct of Business of Target. During the Restricted Periodperiod from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Target agrees, and agrees to cause its Subsidiaries (except to the extent expressly contemplated by this Agreement or as consented to in writing by Acquiror), ): (a) to carry on its and its Subsidiaries' business in the usual, usual regular and ordinary course in substantially the same manner as heretofore conducted, ; (b) to pay and to cause its Subsidiaries to pay debts and Taxes when due subject (i) to good faith disputes over such debts or Taxes; and (ii) to Acquiror’s consent to the filing of material Tax Returns, if applicable, which consent shall not be unreasonably withheld; (c) to pay or perform other obligations when due, ; and (d) to use 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 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 it, to the end that its Subsidiariesgoodwill and ongoing businesses shall be unimpaired at the Effective Time. During the Restricted Period, Target further agrees to promptly notify Acquiror of (a) any event or occurrence (i) not in the ordinary course of Target or its Subsidiaries' Target’s business, (ii) that would result in a material breach and of any covenant or agreement of Target or any of its Subsidiaries set forth in this Agreement, (iii) that would cause any representation or warranty of Target set forth in this Agreement event which could reasonably be expected to be untrue in any material respect as of the date of such event or occurrence, or (iv) which, individually or in the aggregate, would have a Material Adverse Effect on Target; and (b) any change in its capitalization from that set forth in Section 2.2. During Without limiting the Restricted Periodforegoing, except as expressly contemplated by this AgreementAgreement or the Target Disclosure Schedule, Target shall not do, cause or permit any of the following, or allow, cause or permit any of its Subsidiaries to do, cause or permit any of the following, without the prior written consent of Acquiror:

Conduct of Business of Target. During the Restricted Periodperiod from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Effective Time, Target agrees, and agrees (unless Target is required to cause its Subsidiaries (except take such action pursuant to the extent expressly contemplated by this Agreement or as consented to Acquiror shall give its prior consent in writing by Acquiror), writing) to carry on its and its Subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as heretofore conductedof business consistent with past practice, to pay and to cause its Subsidiaries to pay debts Liabilities and Taxes consistent with Target's past practices (and in any event when due subject to good faith disputes over such debts or Taxesdue), to pay or perform other obligations when duedue consistent with Target's past practices (other than Liabilities, Taxes and other obligations, if any, contested in good faith through appropriate proceedings), and to use its best efforts and institute all commercially reasonable efforts consistent with past practice and policies to (i) preserve intact its and its Subsidiaries' present business organizationsorganization and the rights and privileges pertinent to its business, use its commercially reasonable efforts consistent with past practice to (ii) keep available the services of its and its Subsidiaries' present directors, officers and key employees and use its commercially reasonable efforts consistent with past practice to consultants, (iii) 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 Subsidiariesgoodwill and ongoing businesses at the Effective Time. During the Restricted PeriodExcept as expressly contemplated by this Agreement, Target further agrees shall not, without the prior written consent of Acquiror, take or agree in writing or otherwise to promptly notify Acquiror of take, any event or occurrence (i) not in the ordinary course of Target or its Subsidiaries' business, (ii) action that would result in a material breach the occurrence of any covenant of the changes described in Section 2.9 of 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 agreement of Target or any of its Subsidiaries the Effective Time, except as set forth in this Agreement, (iii) that would cause any representation the Target Disclosure Schedule or warranty of Target set forth in this Agreement to be untrue in any material respect as of the date of such event required or occurrence, or (iv) which, individually or in the aggregate, would have a Material Adverse Effect on Target. During the Restricted Period, except as expressly contemplated permitted by this Agreement, Target shall not do, cause or permit any of the following, or allow, cause or permit any of its Subsidiaries to do, cause or permit any of the following, without the prior written consent of Acquiror:Acquiror (which consent shall not be unreasonably withheld):

Conduct of Business of Target. During the Restricted Periodperiod from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Target agrees, and agrees to cause its Subsidiaries (except to the extent expressly contemplated by this Agreement or as consented to in writing by Acquiror), to (a) carry on its and its Subsidiaries' business in the usual, usual regular and ordinary course in substantially the same manner as heretofore conducted; (b) continue the prosecution and registration process with respect to any IP Rights in which Target has (or purports to have) any right, to title or interest; (c) pay and to cause its Subsidiaries to pay debts and Taxes when within a reasonable period of time after due subject (i) to good faith disputes over such debts or Taxes; and (ii) in the case of Taxes of Target, to Acquiror’s consent to the filing of material Tax Returns if applicable; (c) to pay or perform other obligations when due, ; and (d) to use 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 and use its commercially reasonable efforts consistent with past practice to preserve its and its Subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, potential customers and others having business dealings with it or its Subsidiariesit. During the Restricted Period, Target further agrees to promptly notify Acquiror of (a) any event or occurrence (i) not in the ordinary course of Target or its Subsidiaries' Target’s business, (ii) that would result in a material breach and of any covenant or agreement of event which could reasonably be expected to have a Target or Material Adverse Effect; and (b) any of change in its Subsidiaries capitalization as set forth in this Agreement, (iii) that would cause any representation or warranty of Target set forth in this Agreement to be untrue in any material respect as of Section 3.5. Without limiting the date of such event or occurrence, or (iv) which, individually or in the aggregate, would have a Material Adverse Effect on Target. During the Restricted Periodforegoing, except as expressly contemplated by this AgreementAgreement or the Target Disclosure Schedule, Target shall not do, cause or permit any of the following, or allow, cause or permit any of its Subsidiaries to do, cause or permit any of the following, without the prior written consent of Acquiror:

Conduct of Business of Target. During the Restricted Periodperiod from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Target agrees, and agrees to cause its Subsidiaries (except (v) as required by the Spinoza Purchase Agreement to complete the transaction set forth therein, (w) to the extent expressly contemplated by provided otherwise in this Agreement or Agreement, (x) as necessary to comply with applicable legal requirements, (y) as consented to in writing by AcquirorAcquiror (which consent shall not unreasonably be withheld, delayed or conditioned) or (z) as set forth on a subsection of Schedule 5.1 of the Target Disclosure Schedule that corresponds to the applicable subsection of this Section 5.1), with respect to itself and all of its Subsidiaries: (A) to carry on its and its Subsidiaries' business the Target Business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, consistent with past practices; (B) to pay and to cause its Subsidiaries to pay debts and Taxes when due subject to (i) any good faith disputes over such debts or Taxes; and (ii) Acquiror’s consent to the filing of material Tax returns, if applicable; (C) to pay or perform other obligations when due, ; and (D) to use 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 maintain the value of the Target Business as a going concern, 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 it, to the end that its Subsidiariesgoodwill and ongoing businesses shall be unimpaired at the Effective Time. During Without limiting the Restricted Period, Target further agrees to promptly notify Acquiror of any event or occurrence (i) not in the ordinary course of Target or its Subsidiaries' business, (ii) that would result in a material breach of any covenant or agreement of Target or any of its Subsidiaries set forth in this Agreement, (iii) that would cause any representation or warranty of Target set forth in this Agreement to be untrue in any material respect as of the date of such event or occurrence, or (iv) which, individually or in the aggregate, would have a Material Adverse Effect on Target. During the Restricted Period, except as expressly contemplated by this Agreementforegoing, Target shall not not, and shall cause its Subsidiaries to not, do, cause or permit any of the followingfollowing (except (w) to the extent expressly provided otherwise in this Agreement, (x) as necessary to comply with applicable legal requirements, (y) as consented to in writing by Acquiror (which consent shall not unreasonably be withheld, delayed or allow, cause conditioned) or permit any (z) as set forth on a subsection of its Subsidiaries to do, cause or permit any Schedule 5.1 of the following, without Target Disclosure Schedule that corresponds to the prior written consent applicable subsection of Acquiror:this Section 5.1):

Conduct of Business of Target. During the Restricted Periodperiod from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Target agrees, and agrees to cause its Subsidiaries (except to the extent expressly contemplated by this Agreement or as consented to in writing by Acquiror, such consent not to be unreasonably withheld or delayed), to to: (a) carry on its and its Subsidiaries' business in the usual, regular and ordinary course consistent with past practices; (b) continue the prosecution and registration process with respect to any IP Rights in substantially the same manner as heretofore conductedwhich Target has (or purports to have) any right, title or interest; (c) to pay and to cause its Subsidiaries to pay debts and Taxes when due subject (i) to good faith disputes over such debts or Taxes; and (ii) in the case of Taxes of Target, to Acquiror’s consent to the filing of material Tax Returns, if applicable; (d) to pay or perform other obligations when due, ; and (e) to use 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 and use its commercially reasonable efforts consistent with past practice to preserve its and its Subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, potential customers and others having business dealings with it or it, to the end that its Subsidiariesgoodwill and ongoing businesses shall be unimpaired at the Effective Time. During the Restricted Period, Target further agrees to promptly notify Acquiror of (a) any event or occurrence (i) not in the ordinary course of Target or its Subsidiaries' Target’s business, (ii) that would result in a material breach and of any covenant or agreement of event which would reasonably be expected to have a Target or Material Adverse Effect; and (b) any of change in its Subsidiaries capitalization as set forth in this Agreement, (iii) that would cause any representation or warranty of Target set forth in this Agreement to be untrue in any material respect as of Section 3.5. Without limiting the date of such event or occurrence, or (iv) which, individually or in the aggregate, would have a Material Adverse Effect on Target. During the Restricted Periodforegoing, except as expressly contemplated by this AgreementAgreement or the Target Disclosure Schedule, Target shall not do, cause or permit any of the following, or allow, cause or permit any of its Subsidiaries to do, cause or permit any of the following, without the prior written consent of Acquiror:Acquiror (such consent not to be unreasonably withheld or delayed):

Conduct of Business of Target. During the Restricted Periodperiod from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Target agrees, and agrees to cause its Subsidiaries (except to the extent expressly contemplated by this Agreement or as consented to in writing by Acquiror), : (a) to carry on its and its Subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, ; (b) to pay and to cause its Subsidiaries to pay debts and Taxes when due subject (i) to good faith disputes over such debts or Taxes; and (ii) to Acquiror’s consent to the filing of material Tax Returns, if applicable; (c) to pay or perform other obligations when due, and ; (d) to use 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 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 it; and (e) maintain Target Intellectual Property and preserve all protections thereof, including but not limited to responding appropriately and in a timely manner to any office action issued by the United States Patent and Trademark Office or its Subsidiariesto any other inquiry by any other governmental or regulatory agency or any third party regarding Target Intellectual Property. During the Restricted Period, Target further agrees to promptly notify Acquiror of (a) any event or occurrence (i) not in the ordinary course of Target or its Subsidiaries' Target’s business, (ii) that would result in a material breach and of any covenant or agreement of Target or any of its Subsidiaries set forth in this Agreement, (iii) that would cause any representation or warranty of Target set forth in this Agreement event which could reasonably be expected to be untrue in any material respect as of the date of such event or occurrence, or (iv) which, individually or in the aggregate, would potentially have a Material Adverse Effect on Target; and (b) any change in its capitalization as set forth in Section 3.5 except as the result of exercises of Target Options outstanding as of the date hereof. During Without limiting the Restricted Periodforegoing, except as expressly contemplated by this AgreementAgreement or Section 5.1 of the Target Disclosure Schedule, or as required by law, Target shall not do, cause or permit any of the following, or allow, cause or permit any following during the period from the date of its Subsidiaries to do, cause or permit any this Agreement until the earlier of the followingtermination of this Agreement or the Effective Time, without the prior written consent of Acquiror, unless otherwise required by applicable law:

Conduct of Business of Target. During the Restricted Periodperiod from the ----------------------------- Agreement Date and continuing until the earlier of the termination of this Agreement or the Effective Time, Target agrees, and agrees to cause its Subsidiaries (except to the extent expressly contemplated by this Agreement or as consented to in writing by Acquiror), to carry on its and its Subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, . Target further agrees (i) to pay and to cause its Subsidiaries subsidiaries to pay debts and Taxes when due subject to good faith disputes over such debts or Taxes, (ii) subject to Acquiror's consent to the filing of material Tax Returns if applicable, to pay or perform other obligations when due, and (iii) to use all commercially reasonable efforts consistent with past practice and policies to preserve intact its and its Subsidiariessubsidiaries' 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 subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time. During the Restricted Period, Target further agrees to promptly notify Acquiror of any event or occurrence (i) not in the ordinary course of Target its or its Subsidiariessubsidiaries' business, (ii) that would result in a material breach and of any covenant or agreement of Target or any of its Subsidiaries set forth in this Agreement, (iii) that would cause any representation or warranty of Target set forth in this Agreement to be untrue in any material respect as of the date of such event or occurrence, or (iv) which, individually or in the aggregate, would which could have a Material Adverse Effect on Target. During Without limiting the Restricted Periodforegoing, except as expressly contemplated by this Agreement, Target shall not do, cause or permit any of the following, or allow, cause or permit any of its Subsidiaries subsidiaries to do, cause or permit any of the following, without the prior written consent of Acquiror: