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 provided in this Agreement, as set forth in Section 6.1 of the Company Disclosure Letter or in the SEC Reports, as required by applicable Law or as consented to by Parent, which consent shall not be unreasonably withheld, delayed or conditioned, during the period from the date of this Agreement to the earlier of (i) such time as designees of Parent first constitute at least a majority of the Company Board pursuant to Section 1.4(a) and (ii) the Effective Time (such earlier time, the “Control Time”), the Company will, and cause its Subsidiaries to, conduct its operations according to its ordinary course of business consistent with past practice. Without limiting the generality of the foregoing and except as provided in this Agreement, as set forth in Section 6.1 of the Company Disclosure Letter or in the SEC Reports, or as required by applicable Law, during the period from the date of this Agreement to the Control Time, without the prior written consent of Parent, which consent will not be unreasonably withheld, delayed or conditioned (other than actions referred to below in clauses (a), (b), (c), (e), (k), (q) and, to the extent pertaining to any item covered by such clauses, clause (s)), the Company will not, and will cause its Subsidiaries not to:

Conduct of Business of the Company Pending the Merger. Except as provided in expressly permitted or required by this Agreement, as set forth in Section 6.1 of the Company Disclosure Letter Letter, or in the SEC Reports, as required by applicable Law Law, or as consented with the prior written consent of Parent (which consent, in the case of clauses, (g), (k), (n)(i), (o), and (t) (but, in the case of (t), only to by Parentthe extent such consent related to matters described in (g), which consent (k), (n)(i) or (o)), shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement hereof to the earlier of (i) such time as designees of Parent first constitute at least a majority of the Company Board pursuant to Section 1.4(a) and (ii) the Effective Time (such earlier time, the “Control Time”), the Company willshall, and shall cause its Subsidiaries to, use commercially reasonably efforts to conduct its operations according to its business in all material respects in the ordinary course of business and consistent with past practicepractice and use reasonable commercial efforts, to the extent consistent with the foregoing, to (A) preserve their business organizations substantially intact, (B) maintain their present relationships and goodwill with Governmental Entities, and material customers, suppliers, licensors, licensees, distributors, contractors, partners and others having material business dealings with them and (C) keep available the services of the Company’s present executive officers and their key employees. Without limiting the generality of the foregoing and except as provided in expressly permitted or required by this Agreement, as set forth in Section 6.1 of the Company Disclosure Letter or in the SEC ReportsLetter, or as required by applicable Law, during the period from the date of this Agreement hereof to the Control Effective Time, without the prior written consent of ParentParent (which consent, which in the case of clauses (g), (k), (n)(i), (o) and (u) (but, in the case of (u), only to the extent such consent will related to matters described in (g), (k), (n)(i) or (o)), shall not be unreasonably withheld, delayed or conditioned (other than actions referred to below in clauses (a), (b), (c), (e), (k), (q) and, to the extent pertaining to any item covered by such clauses, clause (s)conditioned), the Company will shall not, and will shall cause its Subsidiaries not to:

Conduct of Business of the Company Pending the Merger. (a) Except as provided in or contemplated by this Agreement, as set forth in Section 6.1 of the Company Disclosure Letter Schedule or in the SEC Reports, as required by applicable Law or as consented to by Parent, which consent shall not be unreasonably withheld, delayed or conditionedLaw, during the period from the date of this Agreement to the earlier of (i1) such time as designees of Parent first constitute at least a majority of the Company Board pursuant to Section 1.4(a) and (ii2) the Effective Time (such earlier time, the “Control Time”), the Company will, and cause its Subsidiaries to, will (i) conduct its operations according to its ordinary course of business consistent and in accordance with past practicepractices and in compliance in all material respects with applicable Laws and the requirements of all Contracts and (ii) keep in full force all insurance policies referred to in Section 4.16 (or reasonably equivalent policies). Without limiting the generality of the foregoing and except as provided in or contemplated by this Agreement, as set forth in Section 6.1 of the Company Disclosure Letter or in the SEC Reports, Schedule or as required by applicable Law, during the period from the date of this Agreement to the Control Time, without the prior written consent of Parent, (which consent with respect to clauses “(v)(2)”-“(viii)” below, will not be unreasonably withheld, delayed or conditioned (other than actions referred to below in clauses (a), (b), (c), (e), (k), (qconditioned) and, to the extent pertaining to any item covered by such clauses, clause (s)), the Company will not, and will cause its Subsidiaries not to: