Common use of Conduct Prior to the Closing Date Clause in Contracts

Conduct Prior to the Closing Date. Section 7.1 Conduct of Business by the Company and the Company Subsidiaries. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company shall, and shall cause each of the Company Subsidiaries to, use its commercially reasonable efforts to preserve intact its respective business organizations and maintain satisfactory relationships with licensors, suppliers, distributors, clients and others having business relationships with them, and conduct its respective operations (including its respective working capital and cash management practices) in the ordinary course of business in all material respects, except: (w) to the extent that SPAC shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed); (x) as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity) or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures; (y) to the extent of any Emergency Action; or (z) as required, contemplated or expressly permitted by this Agreement, any Market Access Agreement or the Company Disclosure Letter. Without limiting the generality of the foregoing, except as required, contemplated or expressly permitted by the terms of this Agreement, any Market Access Agreement or the Company Disclosure Letter, or as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity), or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures or to the extent of any Emergency Action, without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company shall not, and shall cause the other Group Companies not to, do any of the following:

Conduct Prior to the Closing Date. Section 7.1 6.1. Conduct of Business by the Company and Company, the Company Subsidiaries, New PubCo, Merger Sub and the Intermediate Companies. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or and the ClosingMerger Effective Time (the “Interim Period”), the Company Company, New PubCo, and Merger Sub shall, and New PubCo and the Company shall cause each of the Intermediate Companies and Company Subsidiaries Subsidiaries, respectively, to, carry on their respective businesses in the ordinary course, to use its commercially reasonable efforts to preserve intact its their respective business organizations organizations, to retain their respective managers, directors, officers, employees and maintain satisfactory consultants, and to preserve their respective relationships with licensors, key customers and suppliers, distributors, clients and others having business relationships in each case consistent with thempast practice, and conduct its respective operations (including its respective working capital and cash management practices) in the ordinary course of business in all material respectsaccordance with applicable Legal Requirements, except: (wi) to the extent that SPAC shall otherwise consent in advance and in writing (such consent not to be unreasonably withheld, conditioned or delayed); (xii) as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity) or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures; (y) to the extent of any Emergency Action; or (z) as required, contemplated or expressly permitted by this Agreement, any Market Access Agreement or any of the other Transaction Agreements; (iii) any actions taken in response to COVID-19 or any COVID-19 Measures or (iv) as expressly set forth in Section 6.1 of the Company Disclosure LetterSchedule. Without limiting the generality of the foregoing, except as required, contemplated or (A) expressly permitted by the terms of this Agreement, any Market Access Agreement or any of the other Transaction Agreements, (B) required by applicable Legal Requirements, (C) any actions taken in response to COVID-19 or any COVID-19 Measures or (D) expressly set forth in Section 6.1 of the Company Disclosure Letter, or as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity), or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures or to the extent of any Emergency ActionSchedule, without the prior written consent of SPAC (such consent which consent, except with respect to clauses (c) and (k) below, shall not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the ClosingInterim Period, the Company Parties shall not, and New PubCo and the Company shall cause the other Group Intermediate Companies and Company Subsidiaries, respectively, not to, do any of the following:

Conduct Prior to the Closing Date. Section 7.1 5.1 Conduct of Business by of the Company and the Company SubsidiariesCompanies. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing Date, each Company and Stockholder agrees, unless otherwise required pursuant to the express terms of this Agreement or if Buyer has given its terms prior consent in writing (which consent shall not be unreasonably withheld), to carry on the Companies' respective businesses in the usual, regular and ordinary course of business, to pay the Companies' respective Liabilities and Taxes when due in the usual, regular and ordinary course of business, to pay or perform other obligations when due in the Closingusual, the Company shallregular and ordinary course of business (other than Liabilities, Taxes and other obligations, if any, contested in good faith through appropriate proceedings), and shall cause each of the Company Subsidiaries to, to use its commercially reasonable efforts to preserve intact its the Companies' respective business organizations organizations, keep available the services of their respective officers and maintain satisfactory key employees, preserve their respective relationships with licensorskey providers, subscribers, suppliers, distributorslicensors, clients licensees, independent contractors and others other Persons having business relationships dealings with them, and conduct its maintain the Companies' respective operations (including its respective working capital Permits and cash management practices) in Approvals, all with the ordinary course express purpose and intent of business in all material respects, except: (w) to preserving unimpaired each Company's goodwill and ongoing businesses through the extent that SPAC shall Closing Date. Except as otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed); (x) as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity) or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures; (y) to the extent of any Emergency Action; or (z) as required, contemplated or expressly permitted by this Agreement, no Company or Stockholder shall, without the prior written consent of Buyer (which consent shall not be unreasonably withheld), take or agree in writing or otherwise to take any Market Access action that would make any of the Companies' or Stockholders' respective representations or warranties contained in this Agreement to be untrue or the incorrect or prevent any Company Disclosure Letteror Stockholder from performing, or cause any Company or Stockholder not to perform, its or his respective agreements and covenants hereunder or knowingly cause any condition to Buyer's closing obligations in Section 8.1 or Section 8.3 not to be satisfied. Without limiting the generality of the foregoing, except as required, contemplated or expressly permitted by the terms of this Agreement, any Market Access Agreement or the Company Disclosure Letter, or as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity), or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures or to the extent of any Emergency Action, without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the ClosingClosing Date, the except as required or expressly permitted by this Agreement, no Company shall not, and or Stockholder shall cause the other Group Companies not to, do or permit any of the following:following with respect to any Company without the prior written consent of Buyer (which consent shall (i) not be unreasonably withheld, except in the case of those matters set forth in subsections (b), (d) and (u) below, with respect to which Buyer may grant or deny consent in its sole and absolute discretion, and (ii) be granted as promptly as reasonably practicable, and in any event within two Business Days, or such shorter period as may be warranted due to exigent circumstances):

Conduct Prior to the Closing Date. Section 7.1 6.1 Conduct of Business by the Company and the Company SubsidiariesCompany. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company shall, and shall cause each of the Company its Subsidiaries to, (A) carry on its business in the ordinary course consistent with past practice in all material respects (including, for the avoidance of doubt, recent past practice in light of COVID-19, and (B) use its commercially reasonable efforts to preserve intact maintain its respective business organizations goodwill and maintain satisfactory relationships with licensorscustomers, suppliers, distributors, clients employees and others having other material business relationships with them, relations of the Company and conduct its respective operations (including its respective working capital and cash management practices) in the ordinary course of business in all material respectsSubsidiaries taken as a whole, except: (wa) to the extent that SPAC Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed); (xb) as expressly contemplated by this Agreement or Section 6.1 of the Company Disclosure Letter; or (c) as required by Applicable Law (applicable Law. Notwithstanding anything to the contrary contained herein, nothing herein shall prevent the Company from taking or failing to take any commercially reasonable action, including the establishment of any commercially reasonable policy, procedure or protocol, in response to COVID-19 or any COVID-19 Measures so long as, in each instance, prior to taking any such action that would otherwise violate this Section 6.1, the Company, to the extent reasonably practicable under the circumstances, provides Parent with advance notice of such anticipated action and consults with Parent in good faith with respect to such action and (x) no such actions or as may failure to take such actions shall be requested deemed to violate or compelled by breach this Section 6.1 in any Governmental Entity) or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures; way, and (y) all such actions or failure to take such actions shall be deemed to constitute an action taken in the extent ordinary course of any Emergency Action; or (z) as required, contemplated or expressly permitted by this Agreement, any Market Access Agreement or the Company Disclosure Letterbusiness. Without limiting the generality of the foregoing, except as required, contemplated required or expressly permitted by the terms of this Agreement, any Market Access Agreement or as set forth on Section 6.1 of the Company Disclosure Letter, or as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity), or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures or to the extent of any Emergency Actionapplicable Law, without the prior written consent of SPAC Parent (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company shall notnot do, and shall cause the other Group Companies not toor allow any of its Subsidiaries to do, do any of the following:

Conduct Prior to the Closing Date. Section 7.1 6.1. Conduct of Business by the Company and the Company Subsidiaries. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or and the ClosingThird Effective Time, the Company shall, and shall cause each of the Company Subsidiaries to, other than as a result of or in connection with COVID-19, use its commercially reasonable efforts to preserve intact carry on its respective business organizations and maintain satisfactory relationships with licensors, suppliers, distributors, clients and others having business relationships with them, and conduct its respective operations (including its respective working capital and cash management practices) in the ordinary course of business in all material respectscourse, except: (w) to the extent that SPAC shall otherwise consent in advance and in writing (such consent not to be unreasonably withheld, conditioned or delayed); (x) as required expressly contemplated by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity) or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measuresthis Agreement and the other Transaction Agreements; (y) to the extent of any Emergency Actionas required by applicable Legal Requirements; or (z) as required, contemplated or expressly permitted by this Agreement, any Market Access Agreement or set forth on Schedule 6.1 of the Company Disclosure Letter. Without limiting the generality of the foregoing, except except: (i) as requiredexpressly contemplated by this Agreement and the other Transaction Agreements, contemplated or expressly permitted (ii) as required by the terms applicable Legal Requirements, (iii) as set forth on Schedule 6.1 of this Agreement, any Market Access Agreement or the Company Disclosure Letter, ; or (iv) as required by Applicable Law (including COVID-19 Measures a result of or as may be requested or compelled by any Governmental Entity), or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures or to the extent of any Emergency Actionconnection with COVID-19, without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or and the ClosingThird Effective Time, the Company shall not, and shall cause the other Group Companies Company Subsidiaries not to, do any of the following:

Conduct Prior to the Closing Date. Section 7.1 6.1. Conduct of Business by the Company and Company, the Company Subsidiaries, New PubCo and Merger Sub. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or and the ClosingSecond Effective Time, the Company Company, New PubCo and Merger Sub shall, and the Company shall cause each of the Company Subsidiaries to, use other than as a result of or in connection with COVID-19, carry on its commercially reasonable efforts to preserve intact its respective business organizations and maintain satisfactory relationships with licensors, suppliers, distributors, clients and others having business relationships with them, and conduct its respective operations (including its respective working capital and cash management practices) in the ordinary course of business and in all material respectsaccordance with applicable Legal Requirements, except: (wx) to the extent that SPAC shall otherwise consent in advance and in writing (such consent not to be unreasonably withheld, conditioned or delayed); (x) as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity) or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures; (y) to as expressly contemplated by this Agreement or any of the extent of any Emergency Actionother Transaction Agreements; or (z) as required, contemplated or expressly permitted by this Agreement, any Market Access Agreement or set forth in Section 6.1 of the Company Disclosure Letter. Without limiting the generality of the foregoing, except (i) as required, expressly contemplated or expressly permitted by the terms of this Agreement, any Market Access Agreement or any of the other Transaction Agreements, (ii) or as required by applicable Legal Requirements, (iii) as a result of or in connection with a COVID-19 Measure or, (iv) as expressly set forth in Section 6.1 of the Company Disclosure Letter, or as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity), or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures or to the extent of any Emergency Action, without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or and the ClosingSecond Effective Time, the Company Company, New PubCo and Merger Sub shall not, and the Company shall cause the other Group Companies Company Subsidiaries not to, do any of the following: