Common use of Conduct Prior to the Effective Time Clause in Contracts

Conduct Prior to the Effective Time. 5.1 Conduct of Business of the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing) to, and shall cause each of the Subsidiaries to, carry on its business in the usual, regular and ordinary course of business in substantially the same manner as heretofore conducted, to pay its debts and Taxes when due, to pay or perform other obligations when due, and, to the extent consistent with such business, to use all reasonable efforts consistent with past practice and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any materially negative event involving or adversely affecting the Company or its business or any Subsidiary or its business. By way of amplification and not limitation, except as expressly contemplated by this Agreement, the Company shall not, and shall not permit any Subsidiary to, without the prior written consent of Parent:

Conduct Prior to the Effective Time. 5.1 4.1 Conduct of Business of the Company. During the period from the date of this Agreement and continuing until the earlier of (i) the termination of this Agreement pursuant to the provisions of Section 8.1 hereof, and (ii) the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing) to, and shall cause each of the Subsidiaries to, to carry on its business in the usual, regular and ordinary course of business in substantially the same manner as heretofore conducted, to pay its debts and Taxes when due, to pay or perform other obligations when due, and, to the extent consistent with such business, to use all reasonable efforts consistent with past practice and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any materially negative event or occurrence or emergency not in the ordinary course of its business, and any material adverse event involving or adversely affecting the Company or its business or any Subsidiary or its business. By way of amplification and not limitation, except Except as expressly contemplated by this AgreementAgreement or disclosed in Schedule 4.1, the Company shall not, and shall not permit any Subsidiary to, without the prior written consent of Parent:

Conduct Prior to the Effective Time. 5.1 4.1 Conduct of Business of the CompanyCompany and its Subsidiaries. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Effective Time, the Company agrees (Time and except to the extent that Parent shall otherwise consent in writing) to, the Company will, and shall will cause each of the Subsidiaries its subsidiaries to, carry on its their business in the usual, regular and ordinary course of business in substantially the same manner as heretofore conducted, to pay its their debts and Taxes when due, to pay or perform other obligations when due, and, to the extent consistent with such business, to use all reasonable efforts consistent with past practice and policies to preserve intact its their present business organization, keep available the services of its their present officers and key employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any materially negative event or occurrence or emergency not in the ordinary course of business, and any material event involving or adversely affecting the Company Company, any of its subsidiaries or its business or any Subsidiary or its their business. By way of amplification and not limitation, except Except as expressly contemplated by this Agreement, neither the Company shall not, and shall not permit nor any Subsidiary toof its subsidiaries shall, without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed:

Conduct Prior to the Effective Time. 5.1 Section 4.1 Conduct of Business of the Company. 26 During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and or the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing, which consent shall not be unreasonably withheld) to, and shall cause each of the Subsidiaries to, to carry on its business in the usual, regular and ordinary course of business in substantially the same manner as heretofore currently conducted, to pay its debts and Taxes when due, to pay or perform all other obligations when due, and, to the extent consistent with such business, to use all reasonable efforts consistent with past practice and policies to preserve intact its present business organization, keep available the services of its present officers and key employees employees, and preserve their its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired its the Company’s goodwill and ongoing ongo ing businesses at the Effective Time. The Company shall promptly notify Parent of any materially negative event involving or adversely affecting occurrence which could reasonably be expected to have a Material Adverse Effect on the Company or its business or any Subsidiary or its businessCompany. By way of amplification and not limitation, except Except as expressly contemplated by this Agreement, the Company shall not, and shall not permit any Subsidiary to, without the prior written consent of Parent, which consent shall not be unreasonably withheld:

Conduct Prior to the Effective Time. 5.1 4.1 Conduct of Business of the CompanyCompany and its Subsidiaries. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Effective Time, the Company agrees (Time and except to the extent that Parent shall otherwise consent in writing) to, the Company will, and shall will cause each of the Subsidiaries its subsidiaries to, carry on its their business in the usual, regular and ordinary course of business in substantially the same manner as heretofore conducted, to pay its their debts and Taxes when due, to pay or perform other obligations when due, and, to the extent consistent with such business, to use all reasonable efforts consistent with past practice and policies to preserve intact its their present business organization, keep available the services of its their present officers and key employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any materially negative event or occurrence or emergency not in the ordinary course of business, and any material event involving or adversely affecting the Company Company, any of its subsidiaries or its business or any Subsidiary or its their business. By way of amplification and not limitation, except Except as expressly contemplated by this Agreement, neither the Company shall not, and shall not permit nor any Subsidiary toof its subsidiaries shall, without the prior written consent of Parent:

Conduct Prior to the Effective Time. 5.1 6.1 Conduct of Business of the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Effective Time, the Company agrees (except as contemplated by this Agreement or to the extent that Parent Meadowbrook shall otherwise consent in writing) to, and shall cause each of the Subsidiaries to, to carry on its business in the usual, regular and ordinary course of business in substantially the same manner as heretofore conducted, to pay its debts and Taxes when due, to pay or perform other obligations when due, and, to the extent consistent with such business, to use all commercially reasonable efforts consistent with past practice and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve their its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired its goodwill and ongoing businesses at the Effective TimeTime (and to cause its Subsidiary to do the same). The Following the date of this Agreement, the Company shall promptly notify Parent Meadowbrook of any materially negative event involving or adversely affecting related to the Company or and its business or any Subsidiary or the business of the Company and its businessSubsidiary, taken as a whole. By way of amplification and not limitationWithout limiting the foregoing, except as expressly contemplated by this Agreement, the Company shall not, and shall not permit any its Subsidiary to, without the prior written consent of ParentMeadowbrook:

Conduct Prior to the Effective Time. 5.1 4.1 Conduct of Business of the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Effective Time, the Company agrees to use commercially reasonable efforts (except to the extent that Parent shall otherwise consent in writing, which consent will not be unreasonably withheld) to, and shall cause each of the Subsidiaries to, to carry on its business in the usual, regular and ordinary course of business in substantially the same manner as heretofore conducted, to pay its debts and Taxes when due, to pay or perform other obligations when duedue (except for any of such which are in good faith being contested), and, to the extent consistent with such business, to use all commercially reasonable efforts consistent with past practice and policies to preserve intact its present business organization, keep available the services of its present officers and key employees employees, and preserve their its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any materially negative event involving or adversely affecting occurrence not in the Company or its business or any Subsidiary or ordinary course of its business. By way of amplification and not limitation, except Except as expressly contemplated by this Agreement, the Company shall not, and shall not permit any Subsidiary to, without the prior written consent of Parent, which consent will not be unreasonably withheld:

Conduct Prior to the Effective Time. 5.1 4.1. Conduct of Business of the Company. During the period from the date of this Agreement June 3, 1998, and continuing until the earlier of the termination of this Agreement and the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing, which consent will not be unreasonably withheld or delayed) to, and shall cause each of the Subsidiaries to, to carry on its business in the usual, regular and ordinary course of business in substantially the same manner as heretofore conducted, to pay its debts and Taxes when due, to pay or perform other obligations when due, and, to the extent consistent with such business, to use all reasonable efforts consistent with past practice and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. The Company 39 shall promptly notify Parent of any materially negative event involving or adversely affecting Material Adverse Change related to the Company or its business or any Subsidiary or its business. By way of amplification and not limitation, except Except as expressly contemplated by this AgreementAgreement or disclosed in Schedule 4.1, the Company shall not, and shall not permit any Subsidiary to, without the prior written consent of Parent, which consent will not be unreasonably withheld or delayed:

Conduct Prior to the Effective Time. 5.1 6.1 Conduct of Business of the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Effective Time, the Company agrees (except as contemplated by this Agreement or to the extent that Parent shall otherwise consent in writing) to, and shall cause each of the Subsidiaries to, to carry on its business in the usual, regular and ordinary course of business in substantially the same manner as heretofore conducted, to pay its debts and Taxes when due, to pay or perform other obligations when due, and, to the extent consistent with such business, to use all commercially reasonable efforts consistent with past practice and policies to preserve intact its present business organization, keep available the services of its present officers and officers, key employees and independent contractors, and preserve their its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. The Following the date of this Agreement, the Company shall promptly notify Parent of any materially negative event involving or adversely affecting related to the Company or its the business or any Subsidiary or its businessof the Company. By way of amplification and not limitationWithout limiting the foregoing, except as expressly contemplated by this Agreement, the Company shall not, and shall not permit any Subsidiary to, without the prior written consent of Parent: