Common use of CONDUCT OF BUSINESSES PENDING THE MERGER Clause in Contracts

CONDUCT OF BUSINESSES PENDING THE MERGER. SECTION 5.01. Conduct of Business by the Company Pending the Merger. Except as contemplated by this Agreement, the Company agrees that, between the date of this Agreement and the Effective Time, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed), the businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; and the Company shall use its reasonable best efforts to preserve substantially intact the business organization of the Company and the Company Subsidiaries, maintain their rights and keep available the services of the current officers, employees and consultants of the Company and the Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with customers, licensors, licensees and other persons with which the Company or any Company Subsidiary has significant business relations and where the loss of any such relationship would, either individually or in the aggregate, have a Material Adverse Effect. By way of amplification and not limitation, except as contemplated by this Agreement, neither the Company nor any of 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 Parent:

CONDUCT OF BUSINESSES PENDING THE MERGER. SECTION 5.01. Section 5.01 Conduct of Business by the Company Pending the Merger. Except as contemplated by this Agreement, the The Company agrees that, between the date of this Agreement and the Effective Time, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed), the businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; business and the Company shall use its commercially reasonable best efforts to preserve substantially intact its business organization, and, to the business organization extent reasonably determined desirable by management of the Company and the Company SubsidiariesCompany, maintain their rights and to keep available the services of the current officers, officers and employees and consultants of the Company and the Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with customers, suppliers, licensors, licensees and other persons with which the Company or any Company Subsidiary has significant business relations and where the loss of any such relationship would, either individually or in the aggregate, have a Material Adverse Effectrelations. By way of amplification of the foregoing and not limitation, except (i) as contemplated by this Agreement, (ii) for transfers of cash among the Company and the Company Subsidiaries pursuant to the Company's ordinary course cash management policies or (iii) subject to Sections 6.08 and 6.10, as set forth in Section 5.01 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries Company Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do, or propose to do, do any of the following without the prior written consent of Parent:Parent (which consent shall not be unreasonably withheld):