Common use of Conduct of Business of the Company Pending the Merger Clause in Contracts

Conduct of Business of the Company Pending the Merger. Except as expressly provided in or expressly contemplated by this Agreement or the Spin-Off Transaction Agreements (including the restructuring transactions set forth in the Plan of Reorganization), as set forth in Section 5.2 of the Company Disclosure Letter, as prohibited or required by applicable Law, or as consented to by Parent in writing, which consent will not be unreasonably withheld, delayed or conditioned, during the period from the date of this Agreement to the earlier of the Effective Time and termination of this Agreement in accordance with Article VII, the Company shall, and shall cause its Subsidiaries to, conduct its operations in all material respects in the ordinary course of business consistent with past practice and use its commercially reasonable efforts to preserve its business organization and maintain existing relations and goodwill with Governmental Entities, employees, customers, suppliers, franchisees, creditors, lessors and all other Persons having material business relationships with the Company or any of the Retained Subsidiaries; provided, that the Company and its Subsidiaries shall be restricted pursuant to this Section 5.1 or Section 5.2 with respect to the Separated Real Estate Business, the Separated Real Estate Assets or the Separated Real Estate Liabilities solely to the extent that any action taken or not taken by the Company or its Subsidiaries with respect to the Separated Real Estate Business, Separated Real Estate Assets or Separated Real Estate Liabilities would reasonably be expected to adversely affect the Company or the Management and Franchise Business or Parent as the owner and operator thereof following the Effective Time, in each case, in any material respect; provided, further, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2 shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.

Conduct of Business of the Company Pending the Merger. Except (i) as expressly provided in in, required or expressly contemplated permitted by this Agreement Agreement, (ii) with the prior consent of Parent (not to be unreasonably withheld, conditioned or the Spin-Off Transaction Agreements (including the restructuring transactions set forth in the Plan of Reorganizationdelayed), (iii) as set forth in Section 5.2 of the Company Disclosure Letter, as prohibited or may otherwise be required by applicable Law, or (iv) as consented to by Parent set forth in writing, which consent will not be unreasonably withheld, delayed or conditionedSection 6.1 of the Company Disclosure Schedule, during the period from the date of this Agreement to the earlier of (x) such time as designees of Parent first constitute at least a majority of the Company Board pursuant to Section 1.4(a) and (y) the Effective Time and termination of this Agreement in accordance with Article VII(such earlier time, the “Control Time”), the Company shall, and shall cause its Subsidiaries to, will conduct its operations in all material respects in the according to its ordinary and usual course of business consistent with past practice practice, and the Company will, and will cause its Subsidiaries to, use its their commercially reasonable efforts to preserve its intact their business organization organization, to keep available the services of the Company’s key officers and employees, and to preserve the goodwill of and maintain existing relations and goodwill satisfactory relationships with Governmental Entities, employees, customers, suppliers, franchisees, creditors, lessors and all other those Persons having material business relationships with the Company or any of the Retained and its Subsidiaries; provided, that the Company and its Subsidiaries shall be restricted pursuant to this Section 5.1 or Section 5.2 with respect to the Separated Real Estate Business, the Separated Real Estate Assets or the Separated Real Estate Liabilities solely to the extent that any action taken or not taken by the Company or its Subsidiaries with respect to the Separated Real Estate Business, Separated Real Estate Assets or Separated Real Estate Liabilities would reasonably be expected to adversely affect the Company or the Management and Franchise Business or Parent as the owner and operator thereof following the Effective Time, in each case, in any material respect; provided, furtherhowever, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision subsections (a) through (p) of this Section 5.2 6.1 shall be deemed a breach of this sentence unless such action would constitute constitutes a breach of such other provision.subsection. Except as otherwise provided in or expressly contemplated by this Agreement or as may otherwise be required by applicable Law or as provided in Section 6.1 of the Company Disclosure Schedule, and without limiting the generality of the foregoing, during the period from the date of this Agreement to the Control Time, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company will not, and will cause its Subsidiaries not to:

Conduct of Business of the Company Pending the Merger. Except as expressly provided in or expressly contemplated by this Agreement or the Spin-Off Transaction Agreements (including the restructuring transactions set forth in the Plan of Reorganization)The Company agrees that, as set forth in Section 5.2 of the Company Disclosure Letter, as prohibited or required by applicable Law, or as consented to by Parent in writing, which consent will not be unreasonably withheld, delayed or conditioned, during the period from the date of this Agreement to until the earlier of the Effective Time and the valid termination of this Agreement in accordance with Article VIIVIII, except (w) as required or expressly permitted by this Agreement, (x) as set forth in Schedule 5.1 of the Company Disclosure Letter, (y) as required by applicable Laws (including by any Governmental Entity or public or local utility) or (z) as Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shallCompany: (a) shall use its reasonable best efforts to, and shall use its reasonable best efforts to cause its Subsidiaries subsidiaries and the Company Joint Ventures to, conduct the business of the Company, its operations in all material respects subsidiaries and the Company Joint Ventures in the ordinary and usual course of business consistent with past practice (with the Company’s actions taken in response to the COVID-19 pandemic prior to the date of this Agreement being deemed to be in the ordinary and usual course of business consistent with past practice when determining whether actions taken after the date of this Agreement are in the ordinary and usual course of business consistent with past practice) and in compliance in all material respects with applicable Laws (provided, that during any period of full or partial suspension of operations related to the COVID-19 pandemic, the Company may take actions outside of the ordinary and usual course of business (i) to the extent reasonably necessary to protect the health and safety of the Company’s or its subsidiaries’ employees or (ii) in response to any applicable Law, directive, guideline or recommendation arising out of, or otherwise related to, the COVID-19 pandemic (including any COVID-19 Response), in each case, after written notice to and, to the extent practicable under the circumstances, consultation with, Parent; provided, if an action would reasonably be expected to require notice under a WARN Act, such notice shall be provided at least five (5) days prior to taking such action); (b) shall use its commercially reasonable best efforts to preserve intact its business organization and maintain existing relations and goodwill material business relationships, including those with Governmental Entities, employees, customers, suppliers, franchisees, creditors, lessors lessors, Cash Equity Investors, Tax Equity Investors and all any other Persons Person having material business relationships relations with the Company Company, its subsidiaries or any of the Retained Subsidiaries; provided, that the Company Joint Ventures and keep available the services of its Subsidiaries officers and employees and the officers and employees of its subsidiaries; and (c) without limiting the foregoing, shall be restricted pursuant to this Section 5.1 or Section 5.2 with respect to the Separated Real Estate Business, the Separated Real Estate Assets or the Separated Real Estate Liabilities solely to the extent that any action taken or not taken by the and shall cause each of its subsidiaries and each Company or its Subsidiaries with respect to the Separated Real Estate Business, Separated Real Estate Assets or Separated Real Estate Liabilities would reasonably be expected to adversely affect the Company or the Management and Franchise Business or Parent as the owner and operator thereof following the Effective Time, in each case, in any material respect; provided, further, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2 shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.Joint Venture not to:

Conduct of Business of the Company Pending the Merger. Except as expressly provided in or expressly contemplated by this Agreement or the Spin-Off Transaction Agreements (including the restructuring transactions set forth in the Plan of Reorganization), as set forth in Section 5.2 of the The Company Disclosure Letter, as prohibited or required by applicable Law, or as consented to by Parent in writing, which consent will not be unreasonably withheld, delayed or conditionedcovenants and agrees that, during the period from the date of hereof until the Effective Time, except as expressly permitted by this Agreement to the earlier Agreement, as set forth in Section 5.1 of the Effective Time and termination of this Agreement Company Disclosure Schedule or as required by applicable Law, or unless Parent shall otherwise consent in accordance with Article VIIwriting, the business of the Company shall, and its subsidiaries shall cause its Subsidiaries to, conduct its operations in all material respects be conducted in the ordinary course of business and in a manner consistent in all material respects with past practice practice. The Company shall and shall cause each of its subsidiaries to use its commercially reasonable efforts to (i) preserve substantially intact its business organization and maintain existing relations and goodwill with Governmental Entitiesorganization, employees, customers, suppliers, franchisees, creditors, lessors and (ii) preserve in all other Persons having material business respects the present relationships with the Company or any of the Retained Subsidiaries; provided, that the Company and its Subsidiaries shall be restricted pursuant to this Section 5.1 or Section 5.2 subsidiaries with respect to the Separated Real Estate Businesscustomers, the Separated Real Estate Assets or the Separated Real Estate Liabilities solely to the extent that any action taken or not taken by distributors, suppliers, licensors, licensees, contractors and other persons with which the Company or its Subsidiaries with respect subsidiaries has material business relations, (iii) keep available the services of the current officers, key employees and consultants of the Company and its subsidiaries, (iv) maintain all assets in good repair and condition (except for ordinary wear and tear), other than those disposed of in the ordinary course of business, (v) maintain all insurance and permits necessary to the Separated Real Estate Businessconduct of the Company’s business as currently conducted, Separated Real Estate Assets or Separated Real Estate Liabilities would reasonably be expected to adversely affect (vi) maintain its books of account and records in the usual, regular and ordinary manner, and (vii) maintain, enforce and protect all of the material Company or IP in a manner consistent in all material respects with past practice. Without limiting the Management generality of the foregoing, between the date of this Agreement and Franchise Business or Parent as the owner and operator thereof following the Effective Time, except as otherwise expressly permitted by this Agreement, as set forth in each case, in any material respect; provided, further, that no action by Section 5.1 of the Company Disclosure Schedule or as required by applicable Law, neither the Company nor any of its Subsidiaries subsidiaries shall, directly or indirectly, without the prior written consent of Parent in its sole discretion (provided that Parent’s consent shall not be unreasonably withheld or delayed solely with respect to matters specifically addressed by any provision of Section 5.2 shall be deemed a breach clauses (k), (l), (o) and (s) of this sentence unless such action would constitute a breach of such other provision.Section 5.1):

Conduct of Business of the Company Pending the Merger. Except as expressly provided in or expressly contemplated by this Agreement or the Spin-Off Transaction Agreements (including the restructuring transactions set forth in the Plan of Reorganization), as set forth in Section 5.2 of the The Company Disclosure Letter, as prohibited or required by applicable Law, or as consented to by Parent in writing, which consent will not be unreasonably withheld, delayed or conditionedcovenants and agrees that, during the period from the date of this Agreement to until the earlier Effective Time, except as expressly contemplated by this Agreement or as required by law, or unless Parent shall otherwise consent in writing, the business of the Effective Time Company and termination of this Agreement its subsidiaries shall only be conducted in accordance with Article VII, the Company shall, and shall cause its Subsidiaries to, conduct its operations in all material respects in the ordinary course of business consistent with past practice practice, and the Company shall use its commercially reasonable best efforts to preserve substantially intact its and its subsidiaries’ business organization organization, to keep available the services of its and maintain existing its subsidiaries’ current officers, employees and consultants, to preserve its and its subsidiaries’ present relationships with customers, suppliers and other persons with which it has material business relations and goodwill to keep Parent informed (on a reasonably prompt basis) of the status of developments with Governmental Entitiesrespect to all audits, employees, customers, suppliers, franchisees, creditors, lessors and all other Persons having material business relationships disputes or similar proceedings with respect to Taxes of the Company or any of the Retained Subsidiaries; provided, that the Company and its Subsidiaries shall be restricted pursuant to this Section 5.1 subsidiaries or Section 5.2 with respect to the Separated Real Estate Business, the Separated Real Estate Assets or the Separated Real Estate Liabilities solely to the extent that any action taken or not taken compliance with Tax Return requirements by the Company or any of its Subsidiaries with respect to subsidiaries. Between the Separated Real Estate Business, Separated Real Estate Assets or Separated Real Estate Liabilities would reasonably be expected to adversely affect the Company or the Management date of this Agreement and Franchise Business or Parent as the owner and operator thereof following the Effective Time, except as otherwise expressly contemplated by this Agreement, as set forth in each case, in any material respect; provided, further, that no action by Section 5.1 of the Company Disclosure Schedule or as required by law, neither the Company nor any of its Subsidiaries subsidiaries shall, directly or indirectly, without the prior written consent of Parent (which consent shall (i) be in the sole discretion of Parent with respect to matters specifically addressed those actions prohibited by any provision of Section 5.2 shall subsections (a), (b), (c), (d), (e)(i), (e)(ii), (e)(iv), (f)(iii), (g), (h), (j)(ii), (j)(v), (l), (n)(i) and (o) with respect to actions pertaining to the foregoing subsections and (ii) not be deemed a breach of this sentence unless such action would constitute a breach of such other provision.unreasonably withheld or delayed with respect to those actions prohibited by the remaining subsections with respect to actions pertaining thereto):