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

Conduct of Business of the Company Pending the Merger. The Company covenants and agrees that, during the period from the date of this Agreement until the Effective Time, except as expressly contemplated by the Transaction Documents or as required by applicable Law, or unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (i) the business of the Company and its subsidiaries shall be conducted in its ordinary course of business, (ii) the Company and its subsidiaries shall use their reasonable best efforts to preserve substantially intact their business organizations, to keep available the services of their current officers and employees and to preserve their present relationships with customers, suppliers and other persons with which they have material business relations and (iii) the Company and its subsidiaries will comply in all material respects with all applicable Laws wherever their business is conducted, including the timely filing of all reports, forms or other documents with the SEC required pursuant to the Securities Act or the Exchange Act. Between the date of this Agreement and the Effective Time, except as otherwise expressly contemplated by the Transaction Documents or as required by Law, neither the Company nor any of its subsidiaries shall without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed):

Conduct of Business of the Company Pending the Merger. The During the period from the date of this Agreement until the Effective Time, except as set forth in Section 5.01 of the Company Disclosure Letter, as consented to in writing in advance by Purchaser, as otherwise expressly contemplated by this Agreement or to the extent required by applicable Law, the Company covenants and agrees thatthat the Company shall, and shall cause each of its Subsidiaries to, carry on its business in the ordinary and usual course consistent with past practice and, to the extent consistent therewith, use its reasonable best efforts to preserve intact its current business organizations, keep available the services of its current officers, employees and consultants and use its reasonable best efforts to maintain its material rights, franchises, licenses, permits, approvals and other authorizations issued by Governmental Entities and to maintain its existing relationships and goodwill with its employees, customers, suppliers, distributors, creditors, landlords and others having business dealings with it and Governmental Entities, in each case in all material respects. In furtherance and without limiting the generality of the foregoing, during the period from the date of this Agreement until the Effective Time, except as otherwise set forth in Section 5.01 of the Company Disclosure Letter or as otherwise expressly contemplated by the Transaction Documents this Agreement or as required by applicable Law, the Company shall not, and shall not permit any of its Subsidiaries to, directly or unless Parent shall otherwise indirectly, without Purchaser’s prior written consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (i) the business of the Company and its subsidiaries shall be conducted in its ordinary course of business, (ii) the Company and its subsidiaries shall use their reasonable best efforts to preserve substantially intact their business organizations, to keep available the services of their current officers and employees and to preserve their present relationships with customers, suppliers and other persons with which they have material business relations and (iii) the Company and its subsidiaries will comply in all material respects with all applicable Laws wherever their business is conducted, including the timely filing of all reports, forms or other documents with the SEC required pursuant to the Securities Act or the Exchange Act. Between the date of this Agreement and the Effective Time, except as otherwise expressly contemplated by the Transaction Documents or as required by Law, neither the Company nor any of its subsidiaries shall without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed):

Conduct of Business of the Company Pending the Merger. The Company covenants and agrees as to itself and to any of its Subsidiaries of which the Company has, directly or indirectly, the power generally to direct or control the day-to-day management and policies thereof, whether through ownership of securities, by contract or otherwise (each, a “Controlled Subsidiary”), that, during the period from the date of this Agreement until the Effective Time, except as expressly contemplated permitted by this Agreement, as disclosed in Section 5.1 of the Transaction Documents Company Disclosure Schedule, or as required by applicable Lawlaw, or unless Parent Acquiror shall otherwise consent agree in writing (which consent shall not be unreasonably withheld, conditioned or delayed)writing, (iA) the business of the Company and its subsidiaries Controlled Subsidiaries shall be conducted in its the ordinary course of businessbusiness and substantially in the same manner as heretofore conducted, (iiB) it shall make distributions at times and in amounts sufficient and take all actions necessary to continue to qualify as a REIT under the Code, (C) the Company and its subsidiaries Controlled Subsidiaries shall use their reasonable best commercial efforts to preserve substantially intact their business organizationsorganization, to keep available the services of their current officers goodwill and employees and to preserve their present relationships with customers, suppliers and other persons with which they have material business relations and (iii) the Company and or any of its subsidiaries will comply Controlled Subsidiaries has significant business relations, (D) continue to maintain, in all material respects respects, their properties in accordance with all applicable Laws wherever present practices in a condition, taken as a whole, reasonably suitable for their business is conductedcurrent use, including the timely filing of all reports, forms or other documents with the SEC required pursuant to the Securities Act or the Exchange Act. Between the date of this Agreement and the Effective Time, except as otherwise expressly contemplated by the Transaction Documents or as required by Law, (E) neither the Company nor any of its subsidiaries Controlled Subsidiaries shall without the prior written consent of Parent the Acquiror (which consent shall not be unreasonably withheld or delayed):

Conduct of Business of the Company Pending the Merger. The Company covenants and agrees that, during the period from between the date hereof and the earlier to occur of the Effective Time or such earlier time as this Agreement until is terminated in accordance with Article VIII (such period being hereinafter referred to as the Effective Time“Interim Period”), except as expressly contemplated by the Transaction Documents or as required by applicable Law, this Agreement or unless Parent shall otherwise consent in writing (writing, which consent shall not be unreasonably withheld, conditioned or delayed), (i) the business each of the Company and its subsidiaries Subsidiaries: (i) shall be conducted conduct its business only in its the ordinary course of business, consistent with past practice and according to the plans and budgets previously delivered to Parent; (ii) shall not take any action, or fail to take any action, except in the Company ordinary course of business, consistent with past practice; and its subsidiaries (iii) shall use their reasonable best efforts to preserve substantially intact their business organizationsorganization, to properties and assets, keep available the services of their current officers and officers, employees and to consultants, maintain in effect all Company Material Contracts and preserve their present relationships with relationships, customers, licensees, suppliers and other persons Persons with which they have material business relations relations. By way of amplification and (iii) the Company and its subsidiaries will comply in all material respects with all applicable Laws wherever their business is conducted, including the timely filing of all reports, forms or other documents with the SEC required pursuant to the Securities Act or the Exchange Act. Between the date of this Agreement and the Effective Timenot limitation, except as otherwise expressly contemplated permitted by the Transaction Documents or as required by Lawthis Agreement, neither the Company nor its Subsidiaries shall, during the Interim Period, directly or indirectly, do any of its subsidiaries shall the following without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed):Parent: