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 the termination of this Agreement and the Effective Time, the Company agrees (unless the Parent shall give its prior consent in writing) to carry on its business in the ordinary course consistent with past practice, to pay its Liabilities, including, but not limited to, Taxes consistent with the Company's past practices, to pay or perform other obligations when due consistent with the Company's past practices, subject to any good faith disputes over such Liabilities and, to the extent consistent with such business, to use reasonable efforts and institute all policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, independent contractors, shareholders and other Persons having business dealings with it, all with the express purpose and intent of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. Except as expressly contemplated by this Agreement and as set forth in Section 4.1 of the Disclosure Letter, the Company shall not, without the prior written consent of the Parent, take, or agree in writing or otherwise to take, any of the actions described in Sections 2.9(a) through (ii) above, or any other action that could make any of its representations or warranties contained in this Agreement untrue or incorrect or prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunder.

Conduct Prior to the Effective Time. 4.1 Conduct of Business of the CompanyTarget and Acquiror. 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, Target and Acquiror each agree (except to the Company agrees (unless extent expressly contemplated by this Agreement or as consented to in writing by the Parent shall give its prior consent in writing) other), to carry on its and its subsidiaries' business in the usual, regular and ordinary course consistent with past practice, in substantially the same manner as heretofore conducted. Target further agrees to (i) pay and to cause its subsidiaries to pay its Liabilities, including, but not limited to, debts and Taxes consistent with the Company's past practices, to pay or perform other obligations when due consistent with the Company's past practicesdue, subject to any good faith disputes over such Liabilities anddebts or Taxes, and (ii) to the extent use all reasonable efforts consistent with such business, to use reasonable efforts past practice and institute all policies to preserve intact its and its subsidiaries' present business organizationorganizations, keep available the services of its and its subsidiaries' present officers and key employees and preserve its and its subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, independent contractors, shareholders and other Persons others having business dealings with itit or its subsidiaries, all with to the express purpose end that its and intent of preserving unimpaired its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective TimeTime in all material respects. Except Target and Acquiror each agree to promptly notify each other of any event or occurrence not in the ordinary course of its or its subsidiaries' business, and of any event that could have a Material Adverse Effect on Target and Acquiror, respectively. Without limiting the foregoing, except as expressly contemplated by this Agreement and as set forth in Section 4.1 Agreement, Target shall not do, cause or permit any of the Disclosure Letterfollowing, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the Company shall notfollowing, without the prior written consent of the Parent, take, or agree in writing or otherwise to take, any of the actions described in Sections 2.9(a) through (ii) above, or any other action that could make any of its representations or warranties contained in this Agreement untrue or incorrect or prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunder.Acquiror:

Conduct Prior to the Effective Time. 4.1 5.1 Conduct of Business of the Company. During the period from Except as set forth on Schedule 5.1 hereto, between the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement and the Effective TimeTime or the date, if any, on which this Agreement is earlier terminated pursuant to its terms, the Company agrees (unless and each of its Subsidiaries shall, except to the extent that Parent shall give its prior otherwise consent in writing, (i) to carry on its business in the usual, regular and ordinary course consistent with past practicein substantially the same manner as heretofore conducted, to pay its Liabilities, including, but not limited to, Taxes consistent with the Company's past practices, to pay or perform other obligations debts and taxes when due consistent with the Company's past practices, subject to any good faith disputes over such Liabilities anddebts or taxes, pay or perform other material obligations when due subject to the extent good faith disputes over such obligations, and use all reasonable efforts consistent with such business, to use reasonable efforts past practices and institute all policies to preserve intact its the Company's present business organizationorganizations, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, independent contractors, shareholders suppliers and other Persons others having business dealings relationships with it, all with to the express purpose end that the Company's and intent each of preserving unimpaired its Subsidiaries' goodwill and ongoing businesses business be unimpaired at the Effective Time, and (ii) promptly notify Parent of any event or occurrence not in the ordinary course of business of the Company and each of its Subsidiaries which will have or could reasonably be expected to have a Company Material Adverse Effect. Except as expressly contemplated by In addition, between the date of this Agreement and as set forth in Section 4.1 of the Disclosure LetterEffective Time or the date, if any, on which this Agreement is earlier terminated pursuant to its terms, the Company and each of its Subsidiaries shall not, without except to the prior written extent that Parent shall otherwise consent of the Parent, take, or agree in writing or otherwise to take, any of the actions described in Sections 2.9(a) through (ii) above, or any other action that could make any of its representations or warranties contained in this Agreement untrue or incorrect or prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunder.writing:

Conduct Prior to the Effective Time. 4.1 Conduct of Business of the CompanyTarget and Acquiror. 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, Target and Acquiror each agree (except to the Company agrees (unless extent expressly contemplated by this Agreement or as consented to in writing by the Parent shall give its prior consent in writing) other), to carry on its and its subsidiaries' business in the usual, regular and ordinary course consistent with past practice, in substantially the same manner as heretofore conducted. Each of Target and Acquiror further agrees to (i) pay and to cause its subsidiaries to pay its Liabilitiesdebts and Taxes when due subject to good faith disputes over such debts or Taxes, including, but not limited to, Taxes consistent with (ii) subject to the Companyother's past practicesconsent to the filing of material Tax Returns if applicable, to pay or perform other obligations when due due, and (iii) to use all commercially reasonable efforts consistent with the Company's past practices, subject to any good faith disputes over such Liabilities and, to the extent consistent with such business, to use reasonable efforts practice and institute all policies to preserve intact its and its subsidiaries' present business organizationorganizations, keep available the services of its and its subsidiaries' present officers and key employees and preserve its and its subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, independent contractors, shareholders and other Persons others having business dealings with itit or its subsidiaries, all with to the express purpose end that its and intent of preserving unimpaired its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time. Except Target and Acquiror agree to promptly notify the other of any event or occurrence not in the ordinary course of its or its subsidiaries' business, and of any event which could have a Material Adverse Effect on it. Without limiting the foregoing, except as expressly contemplated by this Agreement and as set forth in Section 4.1 Agreement, neither Target nor Acquiror shall do, cause or permit any of the Disclosure Letterfollowing, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the Company shall notfollowing, without the prior written consent of the Parent, take, or agree in writing or otherwise to take, any of the actions described in Sections 2.9(a) through (ii) above, or any other action that could make any of its representations or warranties contained in this Agreement untrue or incorrect or prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunder.other:

Conduct Prior to the Effective Time. 4.1 Conduct of Business of the CompanyTarget and Acquiror. 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, Target and Acquiror each agree (except to the Company agrees (unless extent expressly contemplated by this Agreement or as consented to in writing by the Parent other, which consent shall give its prior consent in writing) not be unreasonably withheld), to carry on its and its subsidiaries' business in the usual, regular and ordinary course consistent with past practice, in substantially the same manner as heretofore conducted. Target further agrees to (i) pay and to cause its subsidiaries to pay its Liabilities, including, but not limited to, debts and Taxes consistent with the Company's past practices, to pay or perform other obligations when due consistent with the Company's past practicesdue, subject to any good faith disputes over such Liabilities anddebts or Taxes, and (ii) to the extent use all reasonable efforts consistent with such business, to use reasonable efforts past practice and institute all policies to preserve intact its and its subsidiaries' present business organizationorganizations, keep available the services of its and its subsidiaries' present officers and key employees and preserve its and its subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, independent contractors, shareholders and other Persons others having business dealings with itit or its subsidiaries. Target and Acquiror agree to promptly notify the other of any event or occurrence not in the ordinary course of its or its subsidiaries' business, all with the express purpose and intent of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. Except as expressly contemplated by this Agreement and as set forth in Section 4.1 of the Disclosure Letter, the Company shall not, without the prior written consent of the Parent, take, or agree in writing or otherwise to take, any of the actions described in Sections 2.9(a) through (ii) above, or any other action event that could make any of its representations or warranties contained in this Agreement untrue or incorrect or prevent the Company from performing or cause the Company not to perform its agreements and covenants hereunderhave a Material Adverse Effect on it on a consolidated basis.

Conduct Prior to the Effective Time. 4.1 Conduct of Business of the CompanyTarget and Acquiror. 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 each of Target and Acquiror agrees (unless except to the Parent shall give its prior consent extent expressly contemplated by this Agreement or as consented to in writing) writing by the other), to carry on its business in the usual, regular and ordinary course consistent with past practice, in substantially the same manner as heretofore conducted. Target further agrees to pay its Liabilities, including, but not limited to, debts and Taxes consistent with when due subject (i) to good faith disputes over such debts or Taxes and (ii) to Acquiror's consent to the Company's past practicesfiling of material Tax Returns if applicable, to pay or perform other obligations when due due, and to use all reasonable efforts consistent with the Company's past practices, subject to any good faith disputes over such Liabilities and, to the extent consistent with such business, to use reasonable efforts practice and institute all policies to preserve intact its present business organizationorganizations, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, independent contractors, shareholders and other Persons others having business dealings with it, all with it to the express purpose and intent of preserving unimpaired end that its goodwill and ongoing businesses shall be unimpaired at the Effective Time. Except as expressly contemplated by this Agreement Each of Target and as set forth Acquiror agrees to promptly notify the other of any event or occurrence not in Section 4.1 the ordinary course of the Disclosure Letterbusiness, the Company shall not, without the prior written consent and of the Parent, take, or agree in writing or otherwise to take, any event which could have a Material Adverse Effect. Each of the actions described in Sections 2.9(a) through (ii) above, or any other action that could make any of its representations or warranties contained in this Agreement untrue or incorrect or prevent the Company from performing or cause the Company Target and Acquiror agrees not to perform its agreements and covenants hereundertake any action which would interfere with Acquiror's ability to account for the Merger as a pooling of interests.