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 hereof until the Effective Time, except as contemplated by this Agreement or as required by Law, or unless Parent shall otherwise agree in writing, the business of the Company and its subsidiaries shall be conducted in its ordinary course of business and the Company shall use its reasonable best efforts to preserve substantially intact its business organization, and to preserve its present relationships with customers, suppliers and other persons with which it has significant business relations. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise contemplated by this Agreement, as set forth in Section 5.1 of the Company Disclosure Schedule 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 that, during the period from the date hereof until the Effective Time, except as contemplated by this Agreement or as required by Law, or unless Parent shall otherwise agree in writing, (x) the business of the Company and its subsidiaries shall be conducted in its ordinary course of business and (y) the Company shall use its reasonable best efforts to preserve substantially intact its business organization, organization and to preserve its present relationships with customers, suppliers and other persons with which it has significant business relations. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as (1) otherwise contemplated by this Agreement, as (2) set forth in Section 5.1 6.1 of the Company Disclosure Schedule or as (3) required by Law, neither the Company nor any of its subsidiaries shall 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 that, during the period from the date hereof until to the Effective Time, except as specifically contemplated by this Agreement or as required by Law, set forth in Section 5.1 of the Company Disclosure Schedule or unless Parent shall otherwise agree in writingwriting in advance, the business businesses of the Company and its subsidiaries shall be conducted only in its the ordinary course of business and in a manner consistent with past practice and in compliance with applicable laws. By way of amplification and not limitation and except as specifically contemplated by this Agreement or set forth in Section 5.1 of the Company Disclosure Schedule, the Company shall use its reasonable best efforts to preserve substantially intact its business organization, and to preserve its present relationships with customers, suppliers and other persons with which it has significant business relations. Without limiting the generality of the foregoingnot, between the date of this Agreement and the Effective Time, except as otherwise contemplated by this Agreementdirectly or indirectly do, as set forth in Section 5.1 or agree, authorize or commit to do, any of the Company Disclosure Schedule or as required by Law, neither the Company nor any of its subsidiaries shall following without the prior written consent of Parent (Parent, which consent shall not be unreasonably withheld or delayed):withheld: