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

Conduct of Business Pending the Merger. SECTION 5.1 Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Prior to the Effective Time, except to the extent that Purchaser shall otherwise consent (including by virtue of action by the Board of Directors of the Company approved by all of Purchaser's or Merger Sub's designees, as applicable, at such time as they shall constitute a majority of such Board), the Company shall, and shall cause its Subsidiaries to, except as expressly permitted by this Agreement, conduct their respective businesses in, and shall not take any action except in, the ordinary course of business in a manner consistent with past practice; and the Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to preserve intact the business organization of the Company and its Subsidiaries, to keep available the services of the current officers, employees and consultants of the Company and its Subsidiaries and to preserve the current business relationships of the Company and its Subsidiaries, including, without limitation, with customers, licensors, suppliers, distributors and others with which the Company or any Subsidiary has business relations. Without limiting the generality of the foregoing, and except as expressly permitted or specifically contemplated by this Agreement, the Company shall not, and shall not permit any Subsidiary to, between the date of this Agreement and the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of Purchaser (except as otherwise expressly permitted by this Agreement):

Conduct of Business Pending the Merger. SECTION 5.1 4.01. Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Prior to During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, except to the extent that Purchaser Company covenants and agrees that, unless Parent shall otherwise consent agree in writing, (including by virtue of action by the Board of Directors of i) the Company approved by all of Purchaser's or Merger Sub's designees, as applicable, at such time as they shall constitute a majority of such Board), the Company shall, conduct its business and shall cause the businesses of its Subsidiaries to, except as expressly permitted by this Agreement, conduct their respective businesses subsidiaries to be conducted only in, and the Company and its subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and (ii) the Company shall, and shall cause its Subsidiaries subsidiaries to, use their respective commercially reasonable best efforts to keep in full force and effect adequate insurance coverages consistent with past practice and maintain and keep its properties and assets in good repair, working order and condition, normal wear and tear excepted; and (iii) the Company shall use its reasonable efforts to preserve substantially intact the business organization of the Company and its Subsidiariessubsidiaries, to keep available the services of the current present officers, employees and consultants of the Company and its Subsidiaries subsidiaries and to preserve the current business present relationships of the Company and its Subsidiaries, including, without limitation, subsidiaries with customers, licensors, suppliers, distributors suppliers and others other persons with which the Company or any Subsidiary of its subsidiaries has significant business relations. Without limiting the generality By way of the foregoingamplification and not limitation, and except as expressly permitted or specifically contemplated by this Agreement, neither the Company shall notnor any of its subsidiaries shall, and shall not permit any Subsidiary to, between during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of Purchaser (except as otherwise expressly permitted by this Agreement):Parent:

Conduct of Business Pending the Merger. SECTION 5.1 Conduct of Business by of the Company Pending the Merger. ----------------------------------------------------- Prior The Company covenants and agrees that, during the period from the date hereof to the Effective Time, except to the extent that Purchaser unless Parent shall otherwise consent in writing (including by virtue of action by the Board of Directors of the Company approved by all of Purchaser's which consent shall not be unreasonably withheld) or Merger Sub's designees, as applicable, at such time as they shall constitute a majority of such Board), the Company shall, and shall cause its Subsidiaries to, except as expressly permitted by this Agreement, conduct their respective the businesses in, of the Company and its subsidiaries shall not take any action except in, be conducted in all material respects only in the ordinary course of business and in a substantially the same manner consistent with past practiceas heretofore conducted; and the Company shall, and its subsidiaries shall cause each use its Subsidiaries to, use their respective reasonable best efforts to preserve substantially intact the business organization of the Company and its Subsidiariessubsidiaries, to keep available the services of the current officers, present officers and key employees and consultants of the Company and its Subsidiaries subsidiaries, to keep in full force and effect insurance and bonds comparable in amount and scope of coverage to that currently maintained, and to preserve the current business present relationships of the Company and its Subsidiaries, including, without limitation, subsidiaries with customers, licensors, suppliers, distributors suppliers and others other persons with which the Company or any Subsidiary of its subsidiaries has significant business relations, in each case in all material respects. Without limiting the generality By way of the foregoingamplification and not limitation, and except as expressly permitted or specifically contemplated by this Agreement, neither the Company shall not, and shall not permit nor any Subsidiary toof its subsidiaries shall, between the date of this Agreement and the Effective Time, directly or indirectly do, or propose commit to do, any of the following without the prior written consent of Purchaser (Parent, which consent shall not be unreasonably withheld, and except as otherwise expressly permitted by this Agreement):Agreement or as set forth in Section 5.1 of the Company Disclosure Schedule:

Conduct of Business Pending the Merger. SECTION 5.1 6.01 Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Prior to The Company agrees that, between the date of this Agreement and the Effective Time, except to the extent that Purchaser unless Parent shall otherwise consent (including by virtue agree in writing and except for actions taken or omitted for the purpose of action by complying with this Agreement, the Board of Directors businesses of the Company approved by all of Purchaser's or Merger Sub's designees, as applicable, at such time as they and the Subsidiaries shall constitute a majority of such Board), the Company shall, and shall cause its Subsidiaries to, except as expressly permitted by this Agreement, conduct their respective businesses be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and the Company shall, and shall cause use its Subsidiaries to, use their respective reasonable best efforts to preserve substantially intact the business organization of the Company and its the Subsidiaries, to keep available the services of the current officers, employees and consultants of the Company and its the Subsidiaries and to preserve the current business relationships of the Company and its Subsidiaries, including, without limitation, the Subsidiaries with customers, licensors, suppliers, distributors suppliers and others other persons with which the Company or any Subsidiary has significant business relations. Without limiting the generality By way of the foregoingamplification and not limitation, and except as expressly permitted or specifically contemplated by this AgreementAgreement and Section 6.01 of the Disclosure Schedule, neither the Company shall not, and shall not permit nor any Subsidiary toshall, between the date of this Agreement and the Effective Time, directly or indirectly doindirectly, or propose to do, do any of the following without the prior written consent of Purchaser (except as otherwise expressly permitted by this Agreement):Parent:

Conduct of Business Pending the Merger. SECTION 5.1 6.01 Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Prior to The Company agrees that, between the date of this Agreement and the Effective Time, except to as required by Law, as otherwise specifically contemplated by this Agreement or as set forth in the extent that Purchaser Disclosure Schedule, unless Parent shall otherwise consent agree in writing (including by virtue of action by which agreement shall not be unreasonably withheld or delayed), the Board of Directors businesses of the Company approved by and the Subsidiaries shall be conducted in all of Purchaser's or Merger Sub's designees, as applicable, at such time as they shall constitute a majority of such Board), the Company shall, and shall cause its Subsidiaries to, except as expressly permitted by this Agreement, conduct their respective businesses in, and shall not take any action except in, material respects only in the ordinary course of business and in a manner consistent with past practice; and the Company shall, and shall cause use its Subsidiaries to, use their respective reasonable best efforts to preserve substantially intact the business organization of the Company and its the Subsidiaries, to keep available the services of the current officers, employees and consultants of the Company and its the Subsidiaries and to preserve the current business relationships of the Company and its Subsidiaries, including, without limitation, the Subsidiaries with customers, licensors, suppliers, distributors suppliers and others other persons with which the Company or any Subsidiary has significant business relations. Without limiting the generality By way of the foregoingamplification and not limitation, and except as expressly permitted or specifically contemplated by this AgreementAgreement and Section 6.01 of the Disclosure Schedule, neither the Company shall not, and shall not permit nor any Subsidiary toshall, between the date of this Agreement and the Effective Time, directly or indirectly indirectly, do, or propose to do, any of the following without the prior written consent of Purchaser Parent (except as otherwise expressly permitted by this Agreementwhich consent shall not be unreasonably withheld or delayed):

Conduct of Business Pending the Merger. SECTION 5.1 5.01 Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Prior The Company covenants and agrees that, between the date of this Agreement and the election or appointment of Purchaser's designees to the Effective Time, except Board pursuant to Section 6.03 upon the purchase by Purchaser of any Shares pursuant to the extent that Purchaser Offer (the "Purchaser's Election Date"), unless Parent shall otherwise consent (including by virtue of action by agree in writing, the Board of Directors businesses of the Company approved by all of Purchaser's or Merger Sub's designees, as applicable, at such time as they and the Subsidiaries shall constitute a majority of such Board), the Company shall, and shall cause its Subsidiaries to, except as expressly permitted by this Agreement, conduct their respective businesses be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business in a manner consistent with past practice; practice and the Company shall, and shall cause its Subsidiaries to, use their respective all reasonable best efforts consistent with good business judgment under the current circumstances to preserve intact the business organization of the Company and its the Subsidiaries, to keep available the services of the current officers, employees and consultants of the Company and its the Subsidiaries and to preserve the current business relationships of the Company and its Subsidiaries, including, without limitation, the Subsidiaries with customers, licensorssuppliers, suppliersvendors, distributors and others other persons with which the Company or any Subsidiary has business relationsrelations to the end that their goodwill and ongoing businesses shall be unimpaired in all material respects at the Effective Time. Without limiting the generality By way of the foregoingamplification and not limitation, and except as expressly permitted or specifically contemplated by this AgreementAgreement or by Section 5.01 of the Disclosure Schedule, the Company shall not, and shall not permit agrees that neither the Company nor any Subsidiary toshall, between the date of this Agreement and the Effective TimePurchaser's Election Date, directly or indirectly do, or propose to do, any of the following without the prior written consent of Purchaser (except as otherwise expressly permitted by this Agreement):Parent:

Conduct of Business Pending the Merger. SECTION 5.1 4.1 Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Prior to The Company covenants and agrees that, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, except to the extent that Purchaser unless Parent shall otherwise consent (including by virtue of action by the Board of Directors of the Company approved by all of Purchaser's or Merger Sub's designees, as applicable, at such time as they shall constitute a majority of such Board)agree in writing, the Company shall, shall conduct its business and shall cause the businesses of its Subsidiaries to, except as expressly permitted by this Agreement, conduct their respective businesses subsidiaries to be conducted only in, and the Company and its subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practicepractice other than actions taken by the Company or its subsidiaries in contemplation of the Merger; and the Company shall, and shall cause its Subsidiaries to, use their respective all reasonable best commercial efforts to preserve substantially intact the business organization of the Company and its Subsidiariessubsidiaries, to keep available the services of the current present officers, employees and consultants of the Company and its Subsidiaries subsidiaries and to preserve the current business present relationships of the Company and its Subsidiaries, including, without limitation, subsidiaries with customers, licensors, suppliers, distributors suppliers and others other persons with which the Company or any Subsidiary of its subsidiaries has significant business relations. Without limiting the generality By way of the foregoingamplification and not limitation, and except as expressly permitted or specifically contemplated by this Agreement, neither the Company shall notnor any of its subsidiaries shall, and shall not permit any Subsidiary to, between during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of Purchaser (except as otherwise expressly permitted by this Agreement):Parent:

Conduct of Business Pending the Merger. SECTION 5.1 4.1 Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Prior to The Company covenants and agrees that, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, except to the extent that Purchaser unless Parent shall otherwise consent (including by virtue of action by the Board of Directors of the Company approved by all of Purchaser's or Merger Sub's designees, as applicable, at such time as they shall constitute a majority of such Board), the Company shall, agree in writing and shall cause its Subsidiaries to, except as expressly permitted otherwise contemplated by this Agreement, the Company shall conduct their respective businesses in, its business and shall not take any action except in, cause the businesses of its subsidiaries to be conducted in the ordinary course of business in a manner consistent with past practicebusiness; and the Company shall, and shall cause its Subsidiaries to, use their respective all reasonable best commercial efforts to preserve substantially intact the business organization of the Company and its Subsidiariessubsidiaries taken as a whole, to keep available the services of the current present officers, employees and consultants of the Company and its Subsidiaries subsidiaries taken as a whole and to preserve the current business present relationships of the Company and its Subsidiaries, including, without limitation, subsidiaries with customers, licensors, suppliers, distributors suppliers and others other persons with which the Company or any Subsidiary of its subsidiaries has significant business relations. Without limiting the generality By way of the foregoingamplification and not limitation, and except as expressly permitted or specifically contemplated by this Agreement, neither the Company shall notnor any of its subsidiaries shall, and shall not permit any Subsidiary to, between during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of Purchaser (except as otherwise expressly permitted by this Agreement):Parent:

Conduct of Business Pending the Merger. SECTION 5.1 5.01 Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Prior The Company covenants and agrees that, between the date of this Agreement and the election or appointment of Purchaser's designees to the Effective Time, except Board pursuant to Section 6.03 upon the purchase by Purchaser of any Shares pursuant to the extent that Purchaser Offer (the "Purchaser's Election Date"), unless Parent shall otherwise consent (including by virtue of action by agree in writing, the Board of Directors businesses of the Company approved by all of Purchaser's or Merger Sub's designees, as applicable, at such time as they and the Subsidiaries shall constitute a majority of such Board), the Company shall, and shall cause its Subsidiaries to, except as expressly permitted by this Agreement, conduct their respective businesses be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business in a manner consistent with past practice; practice and the Company shall, and shall cause its Subsidiaries to, use their respective all reasonable best efforts to preserve substantially intact the business organization of the Company and its the Subsidiaries, to keep available the services of the current officers, employees and consultants of the Company and its the Subsidiaries and to preserve the current business relationships of the Company and its Subsidiaries, including, without limitation, the Subsidiaries with customers, licensors, suppliers, distributors suppliers and others other persons with which the Company or any Subsidiary has significant business relations. Without limiting the generality By way of the foregoingamplification and not limitation, and except as expressly permitted or specifically contemplated by this AgreementAgreement or by Section 5.01 of the Disclosure Schedule, the Company shall not, and shall not permit agrees that neither the Company nor any Subsidiary toshall, between the date of this Agreement and the Effective TimePurchaser's Election Date, directly or indirectly do, or propose to do, any of the following without the prior written consent of Purchaser (except as otherwise expressly permitted by this Agreement):Parent:

Conduct of Business Pending the Merger. SECTION 5.1 5.1. Conduct of the Business of the Company. Except as contemplated by this Agreement or as otherwise set forth on Section 5.1 of the Company Pending Disclosure Letter, during the Merger. ----------------------------------------------------- Prior period from the date of this Agreement to the Effective Time, except to the extent that Purchaser shall otherwise consent (including by virtue of action by the Board of Directors of the Company approved by all of Purchaser's or Merger Sub's designees, as applicable, at such time as they shall constitute a majority of such Board), the Company shall, and shall cause its Subsidiaries to, except as expressly permitted by this Agreement, conduct their respective businesses in, and shall not take any action except in, the ordinary course of business in a manner consistent with past practice; and the Company shallSubsidiaries will each conduct its operations in all material respects according to its ordinary and usual course of business, and shall cause its Subsidiaries to, will use their respective commercially reasonable best efforts to preserve intact the its business organization of the Company and its Subsidiariesorganization, to keep available the services of the current officers, its officers and employees and consultants to maintain satisfactory relationships with customers, suppliers and others having business relationships with it and will take no action that could reasonably be deemed to have a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement, or the timing thereof. The Company shall consult regularly with Parent on the management and business affairs of the Company and its Subsidiaries and to preserve the current business relationships Company Subsidiaries. The Company will promptly advise the Parent in writing of any change in the Company's or any of the Company Subsidiaries' business or financial condition which is materially adverse to it and its Subsidiaries, including, without limitation, with customers, licensors, suppliers, distributors and others with which the Company or any Subsidiary has business relationsSubsidiaries taken as a whole. Without limiting the generality of the foregoing, except as set forth on Section 5.1 of the Company Disclosure Letter, and except as otherwise expressly permitted or specifically contemplated by this Agreement, the Company shall not, and shall not permit any Subsidiary to, between the date of this Agreement and prior to the Effective Time, directly or indirectly do, or propose to do, neither the Company nor any of the following Company Subsidiaries will, without the prior written consent of Purchaser (except as otherwise expressly permitted by this Agreement):the Parent:

Conduct of Business Pending the Merger. SECTION 5.1 5.01 Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Prior to The Company agrees that, between the date of this Agreement and the Effective Time, except to as required by applicable Law, as set forth in Section 5.01 of the extent that Purchaser Company Disclosure Letter or as expressly contemplated by any other provision of this Agreement, unless Parent shall otherwise consent in writing (including by virtue of action by which consent shall not be unreasonably withheld, delayed or conditioned), (i) the Board of Directors businesses of the Company approved by all of Purchaser's or Merger Sub's designees, as applicable, at such time as they shall constitute a majority of such Board), and the Company shall, and Subsidiaries shall cause its Subsidiaries to, except as expressly permitted by this Agreement, conduct their respective businesses be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, a lawfully permitted manner in the ordinary course of business and in a manner consistent with past practice; and (ii) the Company shall, and shall cause use its Subsidiaries to, use their respective commercially reasonable best efforts to preserve substantially intact the business organization of the Company and its the Company Subsidiaries, to keep available the services of the current officers, employees employees, consultants, contractors, subcontractors and consultants agents of the Company and its the Company Subsidiaries and to preserve the current business relationships of the Company and its Subsidiariesthe Company Subsidiaries with Governmental Authorities, including, without limitation, with customers, licensors, suppliers, distributors suppliers and others other persons with which the Company or any Company Subsidiary has business material relations. Without limiting the generality By way of amplification and not limitation, except as required by applicable Law, as set forth in Section 5.01 of the foregoing, and except Company Disclosure Letter or as expressly permitted or specifically contemplated by any other provision of this Agreement, neither the Company shall not, and shall not permit nor any Company Subsidiary toshall, between the date of this Agreement and the Effective Time, directly or indirectly doindirectly, or propose to do, do any of the following without the prior written consent of Purchaser Parent (except as otherwise expressly permitted by this Agreementwhich consent shall not be unreasonably withheld, delayed or conditioned):

Conduct of Business Pending the Merger. SECTION 5.1 6.01 Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Prior to Except as expressly contemplated by this Agreement or in Section 6.01 of the Company Disclosure Schedule, the Company covenants and agrees that, between the date of this Agreement and the Effective Time, except to the extent that Purchaser unless Parent shall otherwise consent (including by virtue of action by agree in writing, the Board of Directors businesses of the Company approved by all of Purchaserand the Company's or Merger Sub's designees, as applicable, at such time as they Subsidiaries shall constitute a majority of such Board), the Company shall, and shall cause its Subsidiaries to, except as expressly permitted by this Agreement, conduct their respective businesses be conducted only in, and the Company and the Company's Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and the Company shall, and shall cause use its Subsidiaries to, use their respective reasonable best efforts to preserve substantially intact the business organization of the Company and its the Company's Subsidiaries, to keep available the services of the current officers, employees and consultants of the Company and its the Company's Subsidiaries and to preserve the current business relationships of the Company and its Subsidiaries, including, without limitation, the Company's Subsidiaries with customers, licensors, suppliers, distributors suppliers and others other persons with which the Company or any Subsidiary of the Company has significant business relations. Without limiting the generality By way of the foregoingamplification and not limitation, and except as expressly permitted or specifically contemplated by this Agreement, neither the Company shall not, and shall not permit nor any Subsidiary toof the Company shall, between the date of this Agreement and the Effective Time, directly or indirectly doindirectly, or propose to do, do any of the following without the prior written consent of Purchaser (except as otherwise expressly permitted by this Agreement):Parent, which consent shall not be unreasonably withheld, conditioned or delayed:

Conduct of Business Pending the Merger. SECTION 5.1 4.1 Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Prior to The Company covenants and agrees that, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, except to the extent that Purchaser unless Parent shall otherwise consent (including by virtue of action by the Board of Directors agree in writing and except as set forth in Section 4.1 of the Company approved Disclosure Schedule or as contemplated by all of Purchaser's or Merger Sub's designees, as applicable, at such time as they shall constitute a majority of such Board)this Agreement, the Company shallshall conduct its business, and shall cause the businesses of its Subsidiaries tosubsidiaries to be conducted, except as expressly permitted by this Agreement, conduct their respective businesses in, and shall not take any action except in, only in the ordinary course of business in a manner consistent with past practicebusiness; and the Company shall, and shall cause its Subsidiaries to, use their respective all reasonable best efforts to preserve substantially intact the business organization of the Company and its Subsidiariessubsidiaries, to keep available the services of the current present officers, employees and consultants of the Company and its Subsidiaries subsidiaries and to preserve the current business present relationships of the Company and its Subsidiaries, including, without limitation, subsidiaries with customers, licensors, suppliers, distributors suppliers and others other persons with which the Company or any Subsidiary of its subsidiaries has significant business relations. Without limiting the generality By way of the foregoingamplification and not limitation, and except as expressly permitted or specifically contemplated by this Agreement, neither the Company shall notnor any of its subsidiaries shall, and shall not permit any Subsidiary to, between during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of Purchaser (except as otherwise expressly permitted by this Agreement):Parent:

Conduct of Business Pending the Merger. SECTION 5.1 4.01. Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Prior to The Company covenants and agrees that, between the date of this Agreement and the Effective Time, except to the extent that Purchaser unless Parent shall otherwise consent (including by virtue of action by agree in writing, the Board of Directors businesses of the Company approved by all of Purchaser's or Merger Sub's designees, as applicable, at such time as they and the Subsidiaries shall constitute a majority of such Board), the Company shall, and shall cause its Subsidiaries to, except as expressly permitted by this Agreement, conduct their respective businesses be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and the Company shall, and shall cause use its Subsidiaries to, use their respective reasonable best efforts to preserve substantially intact the business organization of the Company and its the Subsidiaries, to keep available the services of the current officers, employees and consultants of the Company and its the Subsidiaries and to preserve the current business relationships of the Company and its Subsidiaries, including, without limitation, the Subsidiaries with customers, licensors, suppliers, distributors suppliers and others other persons with which the Company or any Subsidiary has significant business relations. Without limiting the generality By way of the foregoingamplification and not limitation, and except as expressly permitted or specifically contemplated by this Agreement, neither the Company shall not, and shall not permit nor any Subsidiary toshall, between the date of this Agreement and the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent (which consent shall not be unreasonably withheld) of Purchaser (except as otherwise expressly permitted by this Agreement):Parent:

Conduct of Business Pending the Merger. SECTION 5.1 5.01 Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Prior to The Company agrees that, between the date of this Agreement and the Effective Time, except to the extent that Purchaser shall otherwise consent (including as expressly contemplated by virtue of action by the Board of Directors this Agreement or as set forth in Section 5.01 of the Company approved by all of Purchaser's or Merger Sub's designees, as applicable, at such time as they shall constitute a majority of such Board)Disclosure Schedule, the businesses of the Company shall, and the Subsidiaries shall cause its Subsidiaries to, except as expressly permitted by this Agreement, conduct their respective businesses be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; , and the Company shall, and shall cause its each of the Subsidiaries to, use their respective its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and its the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of the current officers, its present officers and employees and consultants of the Company and its Subsidiaries and to preserve the current business relationships of the Company and its Subsidiaries, including, without limitation, the Subsidiaries with customers, licensors, suppliers, distributors suppliers and others other Persons with which the Company or any Subsidiary has material business relations, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting the generality of the foregoing, and except as expressly permitted or specifically contemplated by any other provision of this AgreementAgreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the Company shall not, and shall not permit agrees that neither the Company nor any Subsidiary toshall, between the date of this Agreement and the Effective Time, directly or indirectly doindirectly, or propose to do, do any of the following without the prior written consent of Purchaser (except as otherwise expressly permitted by this Agreement):Parent, which consent shall not be unreasonably withheld or delayed:

Conduct of Business Pending the Merger. SECTION 5.1 Section 6.01. Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Prior The Company agrees that, between the date of this Agreement and the earlier of the termination of this Agreement pursuant to Section 9.01 hereof or the Effective Time, except to the extent that Purchaser unless Parent shall otherwise consent (including by virtue of action by in writing, the Board of Directors businesses of the Company approved by all of Purchaser's or Merger Sub's designees, as applicable, at such time as they and the Subsidiaries shall constitute a majority of such Board), the Company shall, and shall cause its Subsidiaries to, except as expressly permitted by this Agreement, conduct their respective businesses be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and the Company shall, and shall cause use its Subsidiaries to, use their respective reasonable best efforts to preserve substantially intact the business organization of the Company and its the Subsidiaries, to keep available the services of the current officers, employees and consultants of the Company and its the Subsidiaries and to preserve the current business relationships of the Company and its Subsidiaries, including, without limitation, the Subsidiaries with customers, licensors, suppliers, distributors suppliers and others other Persons with which the Company or any Subsidiary has significant business relations. Without limiting the generality By way of the foregoingamplification and not limitation, and except as expressly permitted or specifically contemplated by this Agreement, Agreement and Section 6.01 of the Company shall notDisclosure Schedule, and shall not permit neither the Company nor any Subsidiary toshall, between the date of this Agreement and the earlier of the termination of this Agreement pursuant to Section 9.01 hereof or the Effective Time, directly or indirectly indirectly, do, or propose to do, any of the following without the prior written consent of Purchaser Parent (except as otherwise expressly permitted by this Agreementwhich consent, in the case of paragraphs (f), (h), (i), (j), (k), (m), (n), (o), (s), (t) and (v), shall not be unreasonably withheld or delayed):

Conduct of Business Pending the Merger. SECTION 5.1 5.01. Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Prior to The Company covenants and agrees that, between the date of this Agreement and the Effective Time, except to the extent that Purchaser shall otherwise consent (including by virtue of action by the Board of Directors as set forth in Section 5.01 of the Company approved by all of Purchaser's Disclosure Schedule or Merger Sub's designeesas otherwise expressly provided for in this Agreement, as applicable, at such time as they unless Parent shall constitute a majority of such Board)otherwise agree (which agreement shall not be unreasonably withheld or delayed) in writing, the Company shall, and Businesses shall cause its Subsidiaries to, except as expressly permitted by this Agreement, conduct their respective businesses be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent in all material respects with past practice; and the Company shall, and shall cause use its Subsidiaries to, use their respective reasonable best efforts to preserve intact the its business organization of the Company and its Subsidiariesorganization, to keep available the services of the current officers, employees and consultants of the Company and its the Subsidiaries and to preserve the current business relationships of the Company and its Subsidiaries, including, without limitation, the Subsidiaries with customers, licensorsdistributors, suppliers, distributors licensors, licensees, contractors and others other persons with which the Company or any Subsidiary has significant business relations. Without limiting the generality By way of the foregoingamplification and not limitation, and except as expressly permitted or specifically contemplated by this Agreement, or as set forth in Section 5.01 of the Company shall notDisclosure Schedule, and shall not permit neither the Company nor any Subsidiary toof the Subsidiaries shall, between the date of this Agreement and the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of Purchaser (except as otherwise expressly permitted by this Agreement):Parent, which consent shall not be unreasonably withheld or delayed:

Conduct of Business Pending the Merger. SECTION 5.1 4.1 Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Prior to The Company covenants and agrees that, between the date hereof and the Effective Time, except to the extent that Purchaser as expressly required or permitted by this Agreement or unless Parent shall otherwise consent (including by virtue of action by the Board of Directors of the Company approved by all of Purchaser's or Merger Sub's designees, as applicable, at such time as they shall constitute a majority of such Board)agree in writing in advance, the Company shall, shall conduct and shall cause the businesses of each of its Subsidiaries to, except as expressly permitted by this Agreement, conduct their respective businesses to be conducted only in, and the Company and its Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; practice and the in compliance with applicable laws. The Company shall, and shall cause use its Subsidiaries to, use their respective reasonable best efforts to preserve intact the business organization and assets of the Company and each of its Subsidiaries, and to operate, and cause each of its Subsidiaries to operate, according to plans and budgets provided to Parent, to keep available the services of the current present officers, employees and consultants of the Company and each of its Subsidiaries Subsidiaries, to maintain in effect Material Agreements and to preserve the current business present relationships of the Company and each of its SubsidiariesSubsidiaries with advertisers, includingsponsors, without limitation, with customers, licensorslicensees, suppliers, distributors suppliers and others other Persons with which the Company or any Subsidiary of its Subsidiaries has business relations. Without limiting the generality By way of the foregoingamplification and not limitation, and except as expressly permitted or specifically contemplated by this Agreement, neither the Company shall not, and shall not permit nor any Subsidiary toof its Subsidiaries shall, between the date of this Agreement hereof and the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of Purchaser (except as otherwise expressly permitted by this Agreement):Parent:

Conduct of Business Pending the Merger. SECTION 5.1 Section 5.01 Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Prior to The Company agrees that, on and from the date of this Agreement until the earlier of the Effective Time, except Time and termination of this Agreement pursuant to the extent that Purchaser shall otherwise consent (including by virtue of action by the Board of Directors of the Company approved by all of Purchaser's or Merger Sub's designees, as applicable, at such time as they shall constitute a majority of such Board), the Company shall, and shall cause its Subsidiaries toArticle VIII, except as expressly required by applicable Law or specifically permitted by this Agreement, conduct their respective businesses in, and unless Parent shall otherwise consent in writing (which consent shall not take any action except inbe unreasonably withheld, delayed or conditioned), (i) the businesses of the Group Companies shall be conducted in the ordinary course of business in a manner consistent with past practice; and (ii) the Company shall, and shall cause use its Subsidiaries to, use their respective reasonable best efforts to preserve substantially intact the assets and the business organization of the Company and its SubsidiariesGroup Companies, to keep available the services of the current officers, officers and key employees and consultants of the Company and its Subsidiaries Group Companies and to preserve maintain in all material respects the current business relationships of the Company and its Subsidiaries, including, without limitation, Group Companies with existing customers, licensors, suppliers, distributors suppliers and others other persons with which any Group Companies has material business relations as of the Company or any Subsidiary has business relationsdate hereof. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as expressly permitted required by applicable Law or specifically contemplated permitted by this Agreement, the Company shall not, and shall not permit any Subsidiary to, between the date of this Agreement and the Effective Timeprocure that no Group Company will, directly or indirectly doindirectly, do or propose to do, do any of the following without the prior written consent of Purchaser Parent (except as otherwise expressly permitted by this Agreementwhich consent shall not be unreasonably withheld, delayed or conditioned):

Conduct of Business Pending the Merger. SECTION Section 5.1 Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Prior to The Company covenants and agrees that, between the date of this Agreement and the Effective Time, except to the extent that Purchaser unless Parent shall otherwise consent (including by virtue of action by in writing( which consent shall not be unreasonably withheld or delayed), the Board of Directors businesses of the Company approved by all of Purchaser's or Merger Sub's designees, as applicable, at such time as they shall constitute a majority of such Board), the Company shall, and shall cause its Subsidiaries to, except as expressly permitted by this Agreement, conduct their respective businesses shall be conducted only in, and neither the Company nor any of its Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and the Company shall, and shall cause each of its Subsidiaries to, will use their respective its reasonable best efforts to preserve substantially intact the business organization of the Company and its Subsidiariessuch Subsidiary, to keep available the services of the current present officers, employees and consultants of the Company and its Subsidiaries and to preserve the current business present relationships of the Company and its Subsidiaries, including, without limitation, Subsidiaries with customers, licensors, suppliers, distributors suppliers and others other Persons with which the Company or any Subsidiary has and such Subsidiaries have significant business relations. Without limiting the generality of the foregoing, and except as (x) expressly permitted or specifically contemplated by this AgreementAgreement or (y) set forth in Schedule 5.1, or (z) Parent consents in writing (which consent, with respect to the matters set forth in subsections (c), (d), (e), (h), (k) and, to the extent the contemplated action relates to a matter set forth in such subsections, subsection (l)), shall not be unreasonably withheld or delayed), the Company shall not, and shall cause its Subsidiaries not permit any Subsidiary to, between the date of this Agreement and the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of Purchaser (except as otherwise expressly permitted by this Agreement)::

Conduct of Business Pending the Merger. SECTION 5.1 Section 5.01 Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Prior to The Company agrees that, between the date of this Agreement and the Effective Time, except to the extent that Purchaser shall otherwise consent (including as expressly contemplated by virtue of action by the Board of Directors this Agreement or as set forth in Section 5.01 of the Company approved by all of Purchaser's or Merger Sub's designees, as applicable, at such time as they shall constitute a majority of such Board)Disclosure Schedule, the businesses of the Company shall, and the Subsidiaries shall cause its Subsidiaries to, except as expressly permitted by this Agreement, conduct their respective businesses be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; , and the Company shall, and shall cause its each of the Subsidiaries to, use their respective its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and its the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of the current officers, its present officers and employees and consultants of the Company and its Subsidiaries and to preserve the current business relationships of the Company and its Subsidiaries, including, without limitation, the Subsidiaries with customers, licensors, suppliers, distributors suppliers and others other Persons with which the Company or any Subsidiary has material business relations, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting the generality of the foregoing, and except as expressly permitted or specifically contemplated by any other provision of this AgreementAgreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the Company shall not, and shall not permit agrees that neither the Company nor any Subsidiary toshall, between the date of this Agreement and the Effective Time, directly or indirectly doindirectly, or propose to do, do any of the following without the prior written consent of Purchaser (except as otherwise expressly permitted by this Agreement):Parent, which consent shall not be unreasonably withheld, delayed or conditioned:

Conduct of Business Pending the Merger. SECTION 5.1 Conduct of Business by the Company Pending the Merger. The Company ----------------------------------------------------- Prior to covenants and agrees that, between the Execution Date and the Effective Time, except to the extent that Purchaser shall otherwise consent (including as expressly required or permitted by virtue of action by the Board of Directors this Agreement and disclosed in Section 2.13 of the Company approved by all of Purchaser's Disclosure Schedule, or Merger Sub's designees, as applicable, at such time as they unless Parent shall constitute a majority of such Board)otherwise agree in writing, the Company shallshall conduct the business of the Company and cause the business of each of the Company Subsidiaries to be conducted, and shall cause its Subsidiaries to, except as expressly permitted by this Agreement, conduct their respective businesses in, and the Company shall not take any action except in, in the ordinary course of business and in a manner consistent with past practice; and the . The Company shall, and shall cause use its Subsidiaries to, use their respective commercially reasonable best efforts to preserve intact the business organization and assets of the Company and its each of the Company Subsidiaries, and to operate according to plans and budgets provided to Parent and each of the Company Subsidiaries, to keep available the services of the current present officers, employees and consultants of the Company and its Subsidiaries Company, to maintain in effect Material Agreements and to preserve the current business present relationships of the Company and its Subsidiarieseach of the Company Subsidiaries with Company Distributors, including, without Company Customers and Company Suppliers. By way of amplification and not limitation, with customers, licensors, suppliers, distributors and others with which the Company or any Subsidiary has business relations. Without limiting the generality of the foregoing, and except as expressly permitted or specifically contemplated by this AgreementAgreement neither, the Company shall not, and shall not permit nor any Subsidiary toof the Company Subsidiaries shall, between the date of this Agreement Execution Date and the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of Purchaser Parent (except as otherwise expressly permitted by this Agreementwhich consent shall not be unreasonably withheld, conditioned or delayed):

Conduct of Business Pending the Merger. SECTION 5.1 5.01 Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Prior to The Company agrees that, between the date of this Agreement and the Effective Time, except to the extent that Purchaser as expressly contemplated by this Agreement or unless Parent shall otherwise consent (including by virtue of action by which consent will not be unreasonably withheld or delayed), the Board of Directors businesses of the Company approved by all of Purchaser's or Merger Sub's designees, as applicable, at such time as they and the Subsidiaries shall constitute a majority of such Board), the Company shall, and shall cause its Subsidiaries to, except as expressly permitted by this Agreement, conduct their respective businesses be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent compliance with past practice; applicable Law, and the Company shall, and shall cause its each of the Subsidiaries to, use their respective its commercially reasonable best efforts to preserve substantially intact the business organization of the Company and its the Subsidiaries, to keep available preserve the services of the current officers, employees assets and consultants properties of the Company and its the Subsidiaries in good repair and condition and to preserve the current business relationships of the Company and its Subsidiaries, including, without limitation, the Subsidiaries with customers, licensors, suppliers, distributors suppliers and others other persons with which the Company or any Subsidiary has material business relations, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting the generality of the foregoing, and except Except as expressly permitted or specifically contemplated by any other provision of this Agreement, the Company shall not, and shall not permit agrees that neither the Company nor any Subsidiary toshall, between the date of this Agreement and the Effective Time, directly or indirectly indirectly, do, or propose to do, any of the following without the prior written consent of Purchaser Parent (except as otherwise expressly permitted by this Agreementwhich consent will not be unreasonably withheld or delayed):

Conduct of Business Pending the Merger. SECTION 5.1 5.01. Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Prior to The Company covenants and agrees that, between the date of this Agreement and the Effective Time, except to the extent that Purchaser shall otherwise consent (including by virtue of action by the Board of Directors as set forth in Section 5.01 of the Company approved by all of Purchaser's Disclosure Schedule or Merger Sub's designees, as applicable, at such time as they shall constitute a majority of such Board), the Company shall, and shall cause its Subsidiaries to, except as otherwise expressly permitted by provided for in this Agreement, conduct their respective unless Parent shall otherwise agree (which agreement shall not be unreasonably withheld) in writing, the businesses of the Company and the Subsidiaries shall be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent in all material respects with past practice; and the Company shall, and shall cause use its Subsidiaries to, use their respective reasonable best efforts to preserve substantially intact the its business organization of the Company and its Subsidiariesorganization, to keep available the services of the current officers, employees and consultants of the Company and its the Subsidiaries and to preserve the current business relationships of the Company and its Subsidiaries, including, without limitation, the Subsidiaries with customers, licensorsdistributors, suppliers, distributors suppliers and others other persons with which the Company or any Subsidiary has significant business relations. Without limiting the generality By way of the foregoingamplification and not limitation, and except as expressly permitted or specifically contemplated by this Agreement, or as set forth in Section 5.01 of the Company shall notDisclosure Schedule, and shall not permit neither the Company nor any Subsidiary toof the Subsidiaries shall, between the date of this Agreement and the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of Purchaser (except as otherwise expressly permitted by this Agreement):the

Conduct of Business Pending the Merger. SECTION 5.1 Section 6.1. Conduct of Business by the Company Pending and Subsidiaries. Except for matters set forth in Section 6.1 of the Merger. ----------------------------------------------------- Prior Company Disclosure Letter or as otherwise contemplated by or specifically provided in this Agreement, or as subsequently consented to in writing by Parent (which consent shall not be unreasonably withheld), from the date of this Agreement until the Effective Time, except to the extent that Purchaser shall otherwise consent (including by virtue of action by the Board of Directors of the Company approved by all of Purchaser's or Merger Sub's designees, as applicable, at such time as they shall constitute a majority of such Board), the Company shalluse its reasonable best efforts to, and shall use its reasonable best efforts to cause its Subsidiaries to, except as expressly permitted by this Agreement, conduct their respective businesses in, and shall not take any action except in, in the ordinary and usual course of business in a manner consistent with past practice; and the Company shall, and shall cause use its Subsidiaries to, use their respective reasonable best efforts to (i) preserve substantially intact the business organization of the Company its and its Subsidiaries, ' present business organization and capital structure; (ii) maintain in effect all material Permits that are required for the Company or its Subsidiaries to carry on their respective businesses; (iii) keep available the services of present officers and key employees; and (iv) maintain the current officersrelationships with its providers, employees suppliers and consultants of the Company and its Subsidiaries and to preserve the current business relationships of the Company and its Subsidiaries, including, without limitation, with customers, licensors, suppliers, distributors and others other Persons with which the Company or any Subsidiary has its Subsidiaries have significant business relationsrelationships. Without limiting the generality of the foregoing, and except for matters set forth in Section 6.1 of the Company Disclosure Letter or as expressly contemplated or permitted or specifically contemplated by this Agreement, without the prior written consent of Parent and Merger Sub (which consent shall not be unreasonably withheld), the Company shall not, and shall not permit any Subsidiary its Subsidiaries to, between the date of this Agreement and the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of Purchaser (except as otherwise expressly permitted by this Agreement)::

Conduct of Business Pending the Merger. SECTION 5.1 6.01 Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Prior to the Effective Time, except to the extent that Purchaser shall otherwise consent (including by virtue of action by the Board of Directors of the The Company approved by all of Purchaser's or Merger Sub's designees, as applicable, at such time as they shall constitute a majority of such Board), the Company shall, covenants and shall cause its Subsidiaries to, except as expressly permitted by this Agreement, conduct their respective businesses in, and shall not take any action except in, the ordinary course of business in a manner consistent with past practice; and the Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to preserve intact the business organization of the Company and its Subsidiaries, to keep available the services of the current officers, employees and consultants of the Company and its Subsidiaries and to preserve the current business relationships of the Company and its Subsidiaries, including, without limitation, with customers, licensors, suppliers, distributors and others with which the Company or any Subsidiary has business relations. Without limiting the generality of the foregoing, and except as expressly permitted or specifically contemplated by this Agreement, the Company shall not, and shall not permit any Subsidiary toagrees that, between the date of this Agreement and the Effective Time, directly or indirectly do, or propose to do, any except as set forth in Section 6.01 of the following without the prior written consent of Purchaser (except Company Disclosure Statement or as otherwise expressly permitted by provided for in this Agreement):, unless Merger Sub shall otherwise agree in writing, the Company shall, and shall cause its subsidiaries to, conduct its business in the ordinary course and in a manner consistent in all material respects with past practice. The Company shall, and shall cause its subsidiaries to, use commercially reasonable efforts to (i) preserve intact its business organization, (ii) keep available the services of the current officers, key employees and consultants of the Company and its subsidiaries, (iii) preserve the current relationships of the Company and its subsidiaries with customers, franchisees, distributors, suppliers, licensors, licensees, contractors and other persons with which the Company or its subsidiaries has significant business relations, (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 necessary to the conduct of the Company's business as currently conducted, (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 Intellectual Property Rights owned or used by the Company or its subsidiaries in a manner consistent in all material respects with past practice. By way of amplification and not limitation,

Conduct of Business Pending the Merger. SECTION 5.1 .1 Conduct of Business by the Company Pending the Merger. The Company ----------------------------------------------------- Prior to covenants and agrees that, between the date hereof and the Effective Time, except to the extent that Purchaser as expressly required or permitted by this Agreement or unless Parent shall otherwise consent (including by virtue of action by the Board of Directors of the Company approved by all of Purchaser's or Merger Sub's designees, as applicable, at such time as they shall constitute a majority of such Board)agree in writing in advance, the Company shall, shall conduct and shall cause the businesses of each of its Subsidiaries to, except as expressly permitted by this Agreement, conduct their respective businesses to be conducted only in, and the Company and its Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; practice and the in compliance with applicable Laws. The Company shall, and shall cause use its Subsidiaries to, use their respective reasonable best efforts to preserve intact the business organization and assets of the Company and each of its Subsidiaries, and to keep available the services of the current present officers, employees and consultants of the Company and each of its Subsidiaries Subsidiaries, to maintain in effect its Contracts and to preserve the current business present relationships of the Company and each of its SubsidiariesSubsidiaries with advertisers, includingsponsors, without limitation, with customers, licensorslicensees, suppliers, distributors suppliers and others other Persons with which the Company or any Subsidiary of its Subsidiaries has business relations. Without limiting the generality By way of the foregoingamplification and not limitation, and except as expressly permitted or specifically contemplated by this Agreement, neither the Company shall not, and shall not permit nor any Subsidiary toof its Subsidiaries shall, between the date of this Agreement hereof and the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of Purchaser (except as otherwise expressly permitted by this Agreement):Parent:

Conduct of Business Pending the Merger. SECTION 5.1 Section 4.01. Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Prior to During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, except to the extent that Purchaser Company covenants and agrees that, unless Parent shall otherwise consent (including by virtue of action by the Board of Directors of the Company approved by all of Purchaser's or Merger Sub's designees, as applicable, at such time as they shall constitute a majority of such Board)agree in writing, the Company shall, shall conduct its business and shall cause the businesses of its Subsidiaries to, except as expressly permitted by this Agreement, conduct their respective businesses subsidiaries to be conducted only in, and the Company and its subsidiaries shall not take any action except in, the ordinary course of business in a manner consistent with past practicebusiness; and the Company shall, and shall cause its Subsidiaries to, use their respective reasonable best commercial efforts to preserve substantially intact the business organization of the Company and its Subsidiariessubsidiaries, to keep available the services of the current present officers, employees and consultants of the Company and its Subsidiaries subsidiaries (to the extent deemed material to the Company's business), to take all reasonable action in the ordinary course of business necessary to prevent the loss, cancellation, abandonment forfeiture or expiration of any material Company Intellectual Property, and to preserve the current business present relationships of the Company and its Subsidiaries, including, without limitation, subsidiaries with customers, licensors, suppliers, distributors suppliers and others other persons with which the Company or any Subsidiary of its subsidiaries has significant business relationsrelations except where the loss of any such relationship would not have a Material Adverse Effect. Without limiting the generality By way of the foregoingamplification and not limitation, and except as expressly permitted or specifically contemplated by this Agreement, neither the Company shall notnor any of its subsidiaries shall, and shall not permit any Subsidiary to, between during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly do, or propose or agree to do, any of the following without the prior written consent of Purchaser (except as otherwise expressly permitted by this Agreement):Parent:

Conduct of Business Pending the Merger. SECTION 5.1 5.01. Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Prior to The Company covenants and agrees that, between the date of this Agreement and the Effective Time, except to the extent that Purchaser shall otherwise consent (including by virtue of action by the Board of Directors as set forth in Section 5.01 of the Company approved by all of Purchaser's Disclosure Schedule or Merger Sub's designeesas otherwise expressly provided for in this Agreement, as applicable, at such time as they unless Parent shall constitute a majority of such Board)otherwise agree (which agreement shall not be unreasonably withheld or delayed) in writing, the Company shall, and Businesses shall cause its Subsidiaries to, except as expressly permitted by this Agreement, conduct their respective businesses be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent in all material respects with past practice; and the Company shall, and shall cause use its Subsidiaries to, use their respective reasonable best efforts to preserve intact the its business organization of the Company and its Subsidiariesorganization, to keep available the services of the current officers, employees and consultants of the Company and its the Subsidiaries and to preserve the current business relationships of the Company and its Subsidiaries, including, without limitation, the Subsidiaries with customers, licensorsdistributors, suppliers, distributors licensers, licensees, contractors and others other persons with which the Company or any Subsidiary has significant business relations. Without limiting the generality By way of the foregoingamplification and not limitation, and except as expressly permitted or specifically contemplated by this Agreement, or as set forth in Section 5.01 of the Company shall notDisclosure Schedule, and shall not permit neither the Company nor any Subsidiary toof the Subsidiaries shall, between the date of this Agreement and the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of Purchaser (except as otherwise expressly permitted by this Agreement):Parent, which consent shall not be unreasonably withheld or delayed:

Conduct of Business Pending the Merger. SECTION 5.1 Section 5.01 Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Prior to The Company agrees that, between the date of this Agreement and the earlier of the Effective TimeTime and the termination of this Agreement pursuant to Article VIII, except to (x) as expressly contemplated by any other provision of this Agreement, (y) as required by applicable Law, or (z) with the extent that Purchaser prior written consent of Parent (which consent shall otherwise consent (including by virtue of action by the Board of Directors of the Company approved by all of Purchaser's not be unreasonably withheld, conditioned or Merger Sub's designees, as applicable, at such time as they shall constitute a majority of such Boarddelayed), the Company shallshall use commercially reasonable efforts, and shall cause its Subsidiaries to, except as expressly permitted by this Agreement, conduct their respective businesses in, and shall not take any action except in, the ordinary course of business in a manner consistent with past practice; and , to (i) conduct the Company shallbusiness of the Group Companies in the ordinary course in all material respects, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (ii) preserve substantially intact the business organization of the Company and its SubsidiariesGroup Companies, to keep available the services of the current officers, employees employees, consultants, contractors, subcontractors and consultants agents of the Company Group Companies and its Subsidiaries and to (iii) preserve the current business relationships of the Company and its SubsidiariesGroup Companies with Governmental Authorities, including, without limitation, with customers, licensors, suppliers, distributors suppliers and others other Persons with which the Company or any Subsidiary Group Companies has business material relations. Without limiting the generality of the foregoingforegoing paragraph, and except (x) as expressly permitted or specifically contemplated by any other provision of this Agreement, (y) as required by applicable Law, or (z) with the Company shall not, and prior written consent of Parent (which consent shall not permit any Subsidiary tobe unreasonably withheld, conditioned or delayed), no Group Company shall, between the date of this Agreement and the earlier of the Effective TimeTime and the termination of this Agreement pursuant to Article VIII, directly or indirectly indirectly, do, or propose to do, any of the following without the prior written consent of Purchaser (except as otherwise expressly permitted by this Agreement):following:

Conduct of Business Pending the Merger. SECTION 5.1 4.1 Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Prior to During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, except to the extent that Purchaser Company covenants and agrees that, unless Parent shall otherwise consent (including by virtue of action by the Board of Directors of the Company approved by all of Purchaser's or Merger Sub's designees, as applicable, at such time as they shall constitute a majority of such Board)agree in writing, the Company shall, shall conduct its business and shall cause the businesses of its Subsidiaries to, except as expressly permitted by this Agreement, conduct their respective businesses to be conducted only in, and the Company and its Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice, other than actions taken by the Company or its Subsidiaries in order to facilitate the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereunder which actions would not breach any of the Company's representations, warranties, covenants or agreements herein; and the Company shall, and shall cause its Subsidiaries to, use their respective reasonable best commercial efforts to preserve substantially intact the business organization of the Company and its Subsidiaries, to keep available the services of the current present officers, employees employees, agents, distributors and consultants of the Company and its Subsidiaries and to preserve the current business present relationships of the Company and its Subsidiaries, including, without limitation, Subsidiaries with customers, licensors, suppliers, distributors suppliers and others other Persons with which the Company or any Subsidiary of its Subsidiaries has significant business relations. Without limiting the generality By way of the foregoingamplification and not limitation, and except as expressly permitted or specifically contemplated by this Agreement, neither the Company shall notnor any of its Subsidiaries shall, and shall not permit any Subsidiary to, between during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of Purchaser (except as otherwise expressly permitted by this Agreement):Parent:

Conduct of Business Pending the Merger. SECTION 5.1 5.01. Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Prior to The Company covenants and agrees that, between the date of this Agreement and the Effective Time, except to the extent that Purchaser unless Parent shall otherwise consent agree in writing (including requests for which may be made by virtue of action by telephone request to Arthur Bruskin at (631) 962-2000, the Board of Directors businesses of the Company approved by all of Purchaser's or Merger Sub's designees, as applicable, at such time as they shall constitute a majority of such Board), the Company shall, and shall cause its Subsidiaries to, except as expressly permitted by this Agreement, conduct their respective businesses itx Xxxxxxxxxxxx shaxx xx xxxxxxxxd only in, and the Company and its Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and the Company shall, and shall cause use its Subsidiaries to, use their respective commercially reasonable best efforts to preserve substantially intact the business organization of the Company and its Subsidiaries, to keep available the services of the current officers, employees and consultants of the Company and its Subsidiaries and to preserve the current business relationships of the Company and its Subsidiaries, including, without limitation, Subsidiaries with customers, licensors, suppliers, distributors suppliers and others other persons with which the Company or any Subsidiary of its Subsidiaries has significant business relations. Without limiting the generality By way of the foregoingamplification and not limitation, and except as expressly permitted or specifically contemplated by this Agreement, neither the Company shall not, and shall not permit any Subsidiary tonor its Subsidiaries shall, between the date of this Agreement and the Effective Time, directly or indirectly indirectly, do, or propose to do, any of the following without the prior written consent of Purchaser (except as otherwise expressly permitted by this Agreement):Parent, which consent shall not be unreasonably withheld, conditioned or delayed:

Conduct of Business Pending the Merger. SECTION 5.1 4.1. Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Prior to The Company covenants and agrees that, between the date hereof and the Effective Time, except to the extent that Purchaser as expressly required or permitted by this Agreement or unless Parent shall otherwise agree in writing in advance (which consent (including by virtue of action by the Board of Directors shall not be unreasonably withheld or delayed) or as otherwise set forth on Section 4.1 of the Company approved by all of Purchaser's or Merger Sub's designees, as applicable, at such time as they shall constitute a majority of such Board)Disclosure Schedule prior to the date hereof, the Company shall, shall conduct and shall cause the businesses of each of its Subsidiaries to, except as expressly permitted by this Agreement, conduct their respective businesses to be conducted only in, and the Company and its Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; practice and the in compliance with applicable laws. The Company shall, and shall cause use its Subsidiaries to, use their respective reasonable best efforts to preserve intact the business organization and assets of the Company and each of its Subsidiaries, to keep available the services of the current present officers, employees and consultants of the Company and each of its Subsidiaries Subsidiaries, to maintain in effect Material Agreements and to preserve the current business present relationships of the Company and each of its Subsidiaries, including, without limitation, Subsidiaries with customers, licensorslicensees, suppliers, distributors suppliers and others other Persons with which the Company or any Subsidiary of its Subsidiaries has significant business relations. Without limiting the generality Except as set forth on Section 4.1 of the foregoingCompany Disclosure Schedule, and except as expressly permitted or specifically contemplated by this Agreement, neither the Company shall not, and shall not permit nor any Subsidiary toof its Subsidiaries shall, between the date of this Agreement hereof and the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of Purchaser (except as otherwise expressly permitted by this Agreement):Parent:

Conduct of Business Pending the Merger. SECTION 5.1 4.1 Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Prior to The Company covenants and agrees that, between the date of this Agreement and the Effective Time, except to the extent that Purchaser as expressly required or permitted by this Agreement or unless Parent shall otherwise consent (including by virtue of action by the Board of Directors of the Company approved by all of Purchaser's or Merger Sub's designees, as applicable, at such time as they shall constitute a majority of such Board)agree in writing, the Company shall, shall conduct and shall cause the businesses of its Subsidiaries toto be conducted, except as expressly permitted by this Agreement, conduct their respective businesses only in, and the Company and its Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and the Company shall, and shall cause use its Subsidiaries to, use their respective commercially reasonable best efforts to preserve intact the business organization of the Company and its Subsidiaries, to keep available the services of the current present officers, employees and consultants of the Company and its Subsidiaries Subsidiaries, to maintain in effect Material Agreements and to preserve the current business present relationships of the Company and its SubsidiariesSubsidiaries with theatres/exhibitors, includingmovie studios, without limitationadvertisers, with sponsors, customers, licensors, suppliers, distributors suppliers and others other Persons with which the Company or any Subsidiary of its Subsidiaries has business relations. Without limiting the generality By way of the foregoingamplification and not limitation, and except as expressly permitted or specifically contemplated by this Agreement, neither the Company shall not, and shall not permit nor any Subsidiary toof its Subsidiaries shall, between the date of this Agreement and the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of Purchaser (except as otherwise expressly permitted by this Agreement):Parent:

Conduct of Business Pending the Merger. SECTION Section 5.1 Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Prior to The Company covenants and agrees that, between the date of this Agreement and the Effective Time, except to the extent that Purchaser shall otherwise consent (including x) as expressly contemplated by virtue of action by the Board of Directors this Agreement (including, without limitation, as set forth in Section 5.1 of the Company approved by all Disclosure Schedule or as set forth as an exception or qualification to paragraphs (a) through (n) of Purchaser's or Merger Sub's designees, as applicable, at such time as they shall constitute a majority of such Boardthis Section 5.1), (y) as expressly authorized pursuant to a Subsidiary Merger Agreement, and (z) as Buyer shall otherwise agree in advance in writing, the business of the Company shall, and its subsidiaries shall cause its Subsidiaries to, except as expressly permitted by this Agreement, conduct their respective businesses be conducted only in, and the Company shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and the Company shall, and its subsidiaries shall cause its Subsidiaries to, use their respective reasonable best efforts to preserve substantially intact the Company's business organization of the Company and its Subsidiariesorganization, to keep available the services of the current officers, employees and consultants of the Company and its Subsidiaries subsidiaries (provided that the foregoing covenant to use reasonable best efforts shall not require or permit the Company to offer retention bonuses or other non-ordinary course compensation to such individuals without Buyer's written consent) and to preserve the current business relationships of the Company and its Subsidiaries, including, without limitation, subsidiaries with customers, licensorsdistributors, suppliersdealers, distributors suppliers and others other persons with which the Company or any Subsidiary has and its subsidiaries have significant business relations. Without limiting the generality By way of the foregoing, amplification and except as expressly permitted or specifically contemplated by this Agreement, the Company shall not, and shall not permit any Subsidiary tolimitation, between the date of this Agreement and the Effective Time, the Company will not do, and, subject to the fiduciary duties to BHC and UTV, as the case may be, of the Company, and, in the case of UTV, of BHC, and in either case, the members of the Boards of Directors of BHC and UTV, shall not permit any of its subsidiaries to do, directly or indirectly do, or propose to doindirectly, any of the following without except in compliance with the prior written consent of Purchaser (except as otherwise expressly permitted by this Agreement):exceptions listed above:

Conduct of Business Pending the Merger. SECTION 5.1 6.01. Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Prior to The Company agrees that, between the date of this Agreement and the Effective Time, except to the extent that Purchaser unless Parent shall otherwise consent (including agree in writing, or except as expressly contemplated by virtue this Agreement or described in Section 6.01 of action by the Board of Directors Disclosure Schedule, the businesses of the Company approved by all of Purchaser's or Merger Sub's designees, as applicable, at such time as they and the Subsidiaries shall constitute a majority of such Board), the Company shall, and shall cause its Subsidiaries to, except as expressly permitted by this Agreement, conduct their respective businesses be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and the Company shall, and shall cause use its Subsidiaries to, use their respective reasonable best efforts consistent with its obligations under this Agreement to preserve substantially intact the business organization of the Company and its the Subsidiaries, to keep available the services of the current officers, employees and consultants of the Company and its the Subsidiaries and to preserve the current business relationships of the Company and its Subsidiaries, including, without limitation, the Subsidiaries with customers, licensors, suppliers, distributors suppliers and others other persons with which the Company or any Subsidiary has significant business relations; provided that nothing in this Section 6.01 shall require the Company or the Subsidiaries to make any payments to any officer, employee, consultant or other person who is not otherwise entitled to receive such payments solely in order to keep available the services of, or preserve any current relationship with, any such person, unless such payments would be in the ordinary course of business consistent with past practice. Without limiting the generality By way of the foregoingamplification and not limitation, and except as expressly permitted or specifically contemplated by this AgreementAgreement and Section 6.01 of the Disclosure Schedule, neither the Company shall not, and shall not permit nor any Subsidiary toshall, between the date of this Agreement and the Effective Time, directly or indirectly indirectly, do, or propose to do, any of the following without the prior written consent of Purchaser (except as otherwise expressly permitted by this Agreement):Parent:

Conduct of Business Pending the Merger. SECTION 5.1 Conduct of Business by The Company covenants and agrees that, during the Company Pending period from the Merger. ----------------------------------------------------- Prior date hereof to the Effective Time, except to the extent that Purchaser unless Parent shall otherwise consent in writing (including by virtue of action by the Board of Directors of the Company approved by all of Purchaser's which consent shall not be unreasonably withheld) or Merger Sub's designees, as applicable, at such time as they shall constitute a majority of such Board), the Company shall, and shall cause its Subsidiaries to, except as expressly permitted by this Agreement, conduct their respective the businesses in, of the Company and its subsidiaries shall not take any action except in, be conducted in all material respects only in the ordinary course of business and in a substantially the same manner consistent with past practiceas heretofore conducted; and the Company shall, and its subsidiaries shall cause each use its Subsidiaries to, use their respective reasonable best efforts to preserve substantially intact the business organization of the Company and its Subsidiariessubsidiaries, to keep available the services of the current officers, present officers and key employees and consultants of the Company and its Subsidiaries subsidiaries, to keep in full force and effect insurance and bonds comparable in amount and scope of coverage to that currently maintained, and to preserve the current business present relationships of the Company and its Subsidiaries, including, without limitation, subsidiaries with customers, licensors, suppliers, distributors suppliers and others other persons with which the Company or any Subsidiary of its subsidiaries has significant business relations, in each case in all material respects. Without limiting the generality By way of the foregoingamplification and not limitation, and except as expressly permitted or specifically contemplated by this Agreement, neither the Company shall not, and shall not permit nor any Subsidiary toof its subsidiaries shall, between the date of this Agreement and the Effective Time, directly or indirectly do, or propose commit to do, any of the following without the prior written consent of Purchaser (Parent, which consent shall not be unreasonably withheld, and except as otherwise expressly permitted by this Agreement):Agreement or as set forth in Section 5.1 of the Company Disclosure Schedule:

Conduct of Business Pending the Merger. SECTION 5.1 5.01 Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- Prior to The Company agrees that, between the date of this Agreement and the Effective Time, except to the extent that Purchaser shall otherwise consent (including as expressly contemplated by virtue of action by the Board of Directors this Agreement or as set forth in Section 5.01 of the Company approved by all of Purchaser's or Merger Sub's designees, as applicable, at such time as they shall constitute a majority of such Board)Disclosure Schedule, the businesses of the Company shall, and the Subsidiaries shall cause its Subsidiaries to, except as expressly permitted by this Agreement, conduct their respective businesses be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; practice and in compliance with applicable Law, and the Company shall, and shall cause its each of the Subsidiaries to, use their respective its reasonable best efforts to preserve substantially intact the business organization of the Company and its the Subsidiaries, to keep available preserve the services of the current officers, employees assets and consultants properties of the Company and its the Subsidiaries in good repair and condition and to preserve the current business relationships of the Company and its Subsidiaries, including, without limitation, the Subsidiaries with customers, licensors, suppliers, distributors suppliers and others other persons with which the Company or any Subsidiary has material business relations, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting the generality By way of the foregoingamplification and not limitation, and except as expressly permitted or specifically contemplated by any other provision of this AgreementAgreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the Company shall not, and shall not permit agrees that neither the Company nor any Subsidiary toshall, between the date of this Agreement and the Effective Time, directly or indirectly indirectly, do, or propose to do, any of the following without the prior written consent of Purchaser (except as otherwise expressly permitted by this Agreement):Parent:

Conduct of Business Pending the Merger. SECTION 5.1 4.1 Conduct of Business by of the Company Pending the Merger. ----------------------------------------------------- Prior Except as set forth in Section 4.1 of the Disclosure Schedule, the Company covenants and agrees that, during the period from the date hereof to the Effective TimeTime (except as otherwise contemplated by the terms of this Agreement), except to the extent that Purchaser unless Parent shall otherwise consent (including by virtue of action by agree in writing in advance, the Board of Directors businesses of the Company approved by all of Purchaser's or Merger Sub's designees, as applicable, at such time as they shall constitute a majority of such Board), the Company shall, and shall cause its Subsidiaries toshall be conducted, except as expressly permitted by this Agreementin all material respects, conduct their respective businesses only in, and the Company and its Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practicepractice and, in all material respects, in compliance with applicable laws; and the Company shall, and shall cause its Subsidiaries to, shall each use their respective its reasonable best efforts consistent with the foregoing to preserve substantially intact the business organization of the Company and its Subsidiaries, to keep available the services of the current present officers, employees and consultants of the Company and its Subsidiaries and to preserve the current business present relationships of the Company and its Subsidiaries, including, without limitation, Subsidiaries with customers, licensorssuppliers, suppliersadvertisers, distributors and others other persons with which the Company or any Subsidiary of its Subsidiaries has significant business relations. Without limiting By way of amplification and not limitation, neither the generality Company nor any of its Subsidiaries shall (except as set forth in Section 4.1 of the foregoing, Disclosure Schedule and except as expressly permitted or specifically otherwise contemplated by the terms of this Agreement, the Company shall not, and shall not permit any Subsidiary to), between the date of this Agreement and the Effective Time, directly or indirectly do, or propose or commit to do, any of the following without the prior written consent of Purchaser (except as otherwise expressly permitted by this Agreement):Parent:

Conduct of Business Pending the Merger. SECTION 5.1 4.1 Conduct of Business by the Company Pending the Merger. The Company ----------------------------------------------------- Prior to covenants and agrees that, between the date hereof and the Effective Time, except to the extent that Purchaser as expressly required or permitted by this Agreement or unless Parent shall otherwise consent (including by virtue of action by the Board of Directors of the Company approved by all of Purchaser's or Merger Sub's designees, as applicable, at such time as they shall constitute a majority of such Board)agree in writing, the Company shall, shall conduct and shall cause the businesses of each of its Subsidiaries to, except as expressly permitted by this Agreement, conduct their respective businesses to be conducted only in, and the Company and its Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and the . The Company shall, and shall cause use its Subsidiaries to, use their respective reasonable best efforts to preserve intact the business organization and assets of the Company and each of its Subsidiaries, and to keep available the services of the current present officers, employees and consultants of the Company and each of its Subsidiaries Subsidiaries, to maintain in effect Material Agreements and to preserve the current business present relationships of the Company and each of its Subsidiaries, including, without limitation, Subsidiaries with customers, licensorslicensees, suppliers, distributors suppliers and others other Persons with which the Company or any Subsidiary of its Subsidiaries has business relations. Without limiting the generality By way of the foregoingamplification and not limitation, and except as expressly permitted or specifically contemplated by this Agreement, neither the Company shall not, and shall not permit nor any Subsidiary toof its Subsidiaries shall, between the date of this Agreement hereof and the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of Purchaser (except as otherwise expressly permitted by this Agreement):Parent: