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

Conduct Prior to the Effective Time. 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 and (ii) the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed, except as contemplated by this Agreement) to carry on its business in the usual, regular and ordinary course 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 event or occurrence or emergency not in the ordinary course of its business, and any material event involving the Company or its business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Effective Time, except as expressly contemplated by this Agreement or disclosed in Schedule 4.1, the Company shall not, without the prior written consent of Parent during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Effective Time (which consent shall not be unreasonably withheld or delayed):

Conduct Prior to the Effective Time. 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 and (ii) or the Effective Time, the Company agrees (to use its reasonable best efforts to cause the Company, except to the extent that Parent shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed, except as contemplated by this Agreement) to carry on its the Company's business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay its the debts and Taxes of the Company when due, to pay or perform other obligations when due, to preserve intact the Company's present business organizations, and, to the extent consistent with such business, to use all its reasonable best efforts consistent with past practice and policies policies, to preserve intact its present business organization, keep available the services of its the Company's present officers and key employees and preserve their the Company's relationships with customers, suppliers, distributors, licensors, licensees, and others having business -50- dealings with it, all with the goal of preserving unimpaired its the Company's goodwill and ongoing businesses at from the date hereof to the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of its business, business of the Company and any material event involving the Company or its business. During the period from that occurs between the date of this Agreement and continuing until the earlier of the termination of this Agreement hereof and the Effective TimeDate. If at any time prior to the Effective Time any event relating to the Company, except or any of its officers or directors should be discovered by the Company which should be set forth in a supplement to the Disclosure Documents referenced in Section 2.26 hereof, the Company shall promptly inform Parent of such event. Except as expressly contemplated by this Agreement or disclosed and as set forth in Schedule 4.1Section 4.1 of the Disclosure Schedule, the Company shall not, without the prior written consent of Parent during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Effective Time (which consent shall not be unreasonably withheld or delayed):Parent:

Conduct Prior to the Effective Time. 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 and (ii) or the Effective Time, the Company agrees (to use commercially reasonable efforts to cause the Company, except to the extent that Parent shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed, except as contemplated by this Agreement) to carry on its the Company's business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay its the debts and Taxes of the Company when due, to pay or perform other obligations when due, and, to the extent consistent with such business, to use all commercially reasonable efforts efforts, consistent with past practice and policies policies, to preserve intact its the Company's present business organizationorganizations, keep available the services of its the Company's present officers and key employees Key Employees and preserve their the Company's 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 businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of its business, business of the Company and any material event involving the Company or its businessCompany. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Effective Time, except Except as expressly contemplated by this Agreement or disclosed as set forth in Schedule 4.1Section 4.1 of the Disclosure Schedule, the Company shall not, without the prior written consent of Parent during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Effective Time (Parent, which consent shall not be unreasonably withheld or delayed)::

Conduct Prior to the Effective Time. 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 and (ii) or the Effective Time, the Company Company, each Stockholder and the Principal each agrees (to cause the Company, except to the extent that Parent shall otherwise consent in writing, writing (which consent shall not be unreasonably withheld or delayedwithheld), except as contemplated by this Agreement) to carry on its the Company's business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay its the debts and Taxes of the Company 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 the Company's present business organizationorganizations, keep available the services of its the Company's present officers officers, directors and key employees and preserve their the Company's relationships with customers, suppliers, distributors, licensors, licensees, licensees and others having business dealings with it, all with the goal of preserving unimpaired its the Company's goodwill and ongoing businesses at the Effective Time. The Company Company, each of the Stockholders and the Principal shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of its business, business of the Company and any material event involving the Company or its businessCompany. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Effective Time, except Except as expressly contemplated by this Agreement or disclosed in Schedule 4.1Agreement, the Company shall not, without the prior written consent of Parent during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Effective Time (which consent shall not be unreasonably withheld or delayedwithheld):

Conduct Prior to the Effective Time. 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 and (ii) 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 withheld, delayed or delayed, except as contemplated by this Agreementconditioned) to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay its debts and Taxes when duebefore delinquent, to pay or perform other obligations when duebefore delinquent, 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 its relationships with customerscustomers as requested by Parent, 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 except to the extent any such business relationships are adversely affected by the announcement of the Merger. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of its business, and any material event involving or adversely affecting the Company or its business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Effective Time, except Except as expressly contemplated by this Agreement Agreement, or disclosed in Schedule 4.1, the Company shall not, without the prior written consent of Parent during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Effective Time (Parent, which consent shall not be unreasonably withheld withheld, delayed or delayed):conditioned:

Conduct Prior to the Effective Time. 4.1 Conduct of Business of the Company. During Except as set forth on Schedule 4.1, during the period from the date of this Agreement and continuing until the earlier of (i) the termination of this Agreement and (ii) pursuant to Section 8.1 or the Effective Time, each of the Company and its subsidiaries agrees (except to the extent that Parent shall otherwise consent in writing), which consent shall not be unreasonably withheld or delayed, except as contemplated by this Agreement) to carry on its business in the usual, regular and ordinary course 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 the Company's and its subsidiaries' present business organizationorganizations, 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 the Company's and its subsidiaries' goodwill and ongoing businesses at the Effective Time; it being understood that Parent and the Company shall keep each other informed of developments to, and relating actions to be taken in connection with the matters described in Schedule 2.4 hereto. The Company shall promptly notify Parent of (i) any event or occurrence or emergency not in the ordinary course of business of the Company or any of its businesssubsidiaries, and (ii) any material event involving the Company or any of its business. During the period from the date subsidiaries, and (iii) any exercise of this Agreement and continuing until the earlier any of the termination of this Agreement and the Effective Time, except Company Options. Except as expressly contemplated by this Agreement or disclosed in Schedule 4.1Agreement, each of the Company and its subsidiaries shall not, without the prior written consent of Parent during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Effective Time (which consent shall not be unreasonably withheld or delayed):Parent: