Common use of Interim Conduct of Business Clause in Contracts

Interim Conduct of Business. (a) Except as (i) contemplated, required or permitted by this Agreement, (ii) required by applicable Law, (iii) set forth in Section 5.1(a) of the Company Disclosure Letter, or (iv) approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, the Company and each of its Subsidiaries shall (A) carry on its business in the ordinary course in substantially the same manner as heretofore conducted in all material respects, and (B) use its reasonable best efforts, consistent with past practices, to preserve substantially intact its business organization and preserve the current relationships of the Company and each of its Subsidiaries with material customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations as is reasonably necessary.

Interim Conduct of Business. (a) Except as (i) contemplated, as expressly required or permitted by this Agreement, (ii) required by applicable LawLaw (including any requirement of the SEC), (iii) as set forth in Section 5.1(a) of the Company Disclosure Letter, Letter or (iv) as approved in writing in advance by Parent (which approval will shall not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article ARTICLE IX and the Effective Time, each of the Company and each of its Subsidiaries shall (A) carry on its business in the usual and ordinary course in substantially the same manner as heretofore conducted in all material respects, and (B) use its reasonable best effortsof business, consistent with past practicespractice, in all material respects and, to the extent consistent with past practice, shall use its commercially reasonable efforts to preserve substantially intact in all material respects its business organization intact, and preserve the current relationships of the Company and each of its Subsidiaries with material customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations as is reasonably necessaryin all material respects and keep available the services of the present key employees in all material respects.

Interim Conduct of Business. (a) Except as (i) contemplated, required as contemplated or permitted by this Agreement, (ii) required by applicable Law, (iii) as set forth in Section 5.1(a) of the Company Disclosure Letter, or (iviii) approved by with the prior written approval of Parent (which approval will not be unreasonably withheld, conditioned delayed or delayedconditioned), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Effective Time, the Company shall, and shall cause each of its Subsidiaries shall (A) to, carry on its business in the ordinary course of business and in substantially the same manner as heretofore conducted compliance in all material respects, respects with all applicable Laws and (B) Orders and use its reasonable best effortsefforts to keep available the services of the current officers, consistent with past practices, key employees and consultants of the Company and each of its Subsidiaries and to preserve substantially intact its business organization and preserve the current relationships of the Company and each of its Subsidiaries with material each of the customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations as is reasonably necessarynecessary to preserve substantially intact its business organization.

Interim Conduct of Business. (a) Except as (i) contemplated, required or permitted by this Agreement, (ii) required by applicable Law, (iii) set forth in Section 5.1(a) of the Company Disclosure Letter, or (iv) approved by Parent Acquisition (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, the Company and each of its Subsidiaries shall (A) carry on its business in the ordinary course in substantially the same manner as heretofore conducted in all material respects, and (B) use its reasonable best efforts, consistent with past practices, to preserve substantially intact its business organization and preserve the current relationships of the Company and each of its Subsidiaries with material customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations as is reasonably necessary.

Interim Conduct of Business. (a) Except as (i) as expressly contemplated, required or permitted by this Agreement, (ii) required by applicable Law, (iii) as set forth in Section 5.1(a6.1(a) of the Company Disclosure Letter, or (iv) approved as consented to in writing by Parent (which approval consent will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX Section 10.1 and the Effective Acceptance Time, each of the Company and each of its Subsidiaries shall (A) carry on its business in the usual, regular and ordinary course in substantially the same a manner as heretofore conducted in all material respectsconsistent with past practices, and (B) use its commercially reasonable best efforts, consistent with past practicespractices and policies, to preserve substantially intact its business organization organization, preserve its assets, rights and properties in good repair and condition, retain the services of its current officers, employees and consultants and preserve the its goodwill and current relationships of the Company and each of its Subsidiaries with material customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations as is reasonably necessaryrelations.

Interim Conduct of Business. (a) Except as (i) expressly contemplated, required or permitted by this Agreement, (ii) required by applicable Law, (iii) set forth in Section 5.1(a) of the Company Disclosure Letter, or (iv) approved by Parent in writing (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, the Company and each of its Subsidiaries shall (A) carry on its business in the ordinary course in substantially the same manner as heretofore conducted in all material respectscourse, and (B) use its reasonable best efforts, consistent with past practices, efforts to preserve substantially intact its current business organization organization, and to keep available the service of its current officers, employees, consultants, contractors, subcontractors and agents, and preserve the current relationships of the Company and each of its Subsidiaries with material customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations as is reasonably necessaryrelations, in each case consistent with past practice.

Interim Conduct of Business. (a) Except as (i) contemplated, as expressly required or permitted by this Agreement, (ii) required by applicable LawLaw (including any requirement of the SEC), (iii) as set forth in Section 5.1(a) 5.1 of the Company Disclosure Letter, or (iv) as approved in writing in advance by Parent (which approval will shall not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article ARTICLE IX and the Effective Time, each of the Company and each of its Subsidiaries Subsidiary shall (A) carry on its business in the usual and ordinary course in substantially the same manner as heretofore conducted of business, consistent with past practice, in all material respects, and (B) use its reasonable best effortsand, to the extent consistent with past practicespractice, shall use its commercially reasonable efforts to preserve substantially intact in all material respects its business organization intact, and preserve the current relationships of the Company and each of its Subsidiaries Subsidiary with material customers, suppliers and other Persons with whom the Company or any of its Subsidiaries Subsidiary has significant business relations as is reasonably necessaryin all material respects and keep available the services of the present key employees in all material respects.

Interim Conduct of Business. (a) Except as (i) contemplated, as expressly required or permitted by this Agreement, (ii) as required by applicable Law, (iii) as set forth in Section 5.1(a) 6.1 of the Company Disclosure Letter, or (iv) as approved by Parent in writing (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with upon the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX Section 10.1 and the Effective Time, each of the Company and each of its Subsidiaries shall (A) carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted in all material respectsconducted, including by using commercially reasonable efforts to continue current plans to launch the Key Product, and (B) use its commercially reasonable best efforts, consistent with past practicespractices and policies, to preserve substantially intact its business organization and keep available the services of its current officers and employees and preserve the current relationships of the Company and each of its Subsidiaries with material customers, suppliers suppliers, licensors and other Persons with whom the Company or any of its Subsidiaries has significant business relations as is reasonably necessaryrelations.

Interim Conduct of Business. (a) Except as (i) contemplated, as expressly required or permitted by this Agreement, (ii) as required by applicable Law, (iii) as set forth in Section 5.1(a) 6.1 of the Company Disclosure Letter, or (iv) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX Section 10.1 and the Effective Acceptance Time, each of the Company and each of its Subsidiaries shall (A) use its commercially reasonable efforts to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted in all material respectsconsistent with past practice, and (B) use its commercially reasonable best efforts, consistent with past practicespractices and policies, to preserve substantially intact its business organization and preserve the current relationships of the Company and each of its Subsidiaries with material customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations as is reasonably necessary.

Interim Conduct of Business. (a) Except as (i) contemplated, required or as expressly permitted by this Agreement, (ii) Agreement or as required by applicable Law, (iiiii) as set forth in Section 5.1(a) of the Company Disclosure Letter, Letter or (iviii) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Effective Time, the Company shall, and shall cause each of its Subsidiaries shall to, (A) carry on its business in the usual, regular and ordinary course in substantially the same a manner as heretofore conducted in all material respectsconsistent with past practice, and (B) use its commercially reasonable best efforts, consistent with past practicespractices and policies, to preserve substantially intact keep available the services of the current officers, key employees and consultants of the Company and each of its business organization Subsidiaries, and preserve the current relationships of the Company and each of its Subsidiaries with material customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations as is reasonably necessarynecessary to preserve substantially intact its business organization.

Interim Conduct of Business. (a) Except as (i) contemplated, required as contemplated or permitted by this Agreement, (ii) required by applicable Law, (iii) as set forth in Section 5.1(a) 5.1 of the Company Disclosure Letter, Letter or (iviii) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VII and the Effective Time, each of the Company and each of its Subsidiaries shall use its commercially reasonable efforts, consistent with past practices and policies, to (A) carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted in all material respects, and (B) use keep available the services of the current officers, key employees and consultants of the Company and each of its reasonable best effortsSubsidiaries, consistent with past practices, to preserve substantially intact its business organization and preserve the current relationships of the Company and each of its Subsidiaries with material customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations as is reasonably necessarynecessary to preserve substantially intact its business organization.

Interim Conduct of Business. (a) Except as (i) contemplated, as specifically permitted or required or permitted by this Agreement, (ii) required by applicable Law, as set forth in Schedule 5.1(a) or (iii) set forth as approved in Section 5.1(a) of the Company Disclosure Letter, or (iv) approved advance by Parent Investor in writing (which approval will not be unreasonably withheld, conditioned or delayed, other than as set forth in Schedule 5.1(b)), at all times during the period commencing with on the execution and delivery of this Agreement date hereof and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Effective Time, the Company shall, and shall cause each of its Subsidiaries shall to (A) carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted in all material respects, consistent with past practice and policies and (B) use its reasonable best effortsefforts to keep available the services of the current officers, consistent with past practiceskey employees and consultants of the Company and each of its Subsidiaries, to preserve substantially intact its business organization the goodwill and preserve the current relationships of the Company and each of its Subsidiaries with material customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations as is reasonably necessaryrelations, to preserve its assets, rights and properties in good repair and condition and to preserve intact its business organization.

Interim Conduct of Business. (a) Except as (i) contemplated, as expressly required or permitted by this Agreement, (ii) required by applicable LawLaw (including any requirement of the SEC or GAAP), (iii) as set forth in Section 5.1(a) ‎‎Section 5.1 of the Company Disclosure Letter, or (iv) as approved in writing in advance by Parent (which approval will shall not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article ‎‎ARTICLE IX and the Effective Time, each of the Company and each of its Subsidiaries shall (A) carry on its business in the usual and ordinary course in substantially the same manner as heretofore conducted of business, consistent with past practice, in all material respects, and (B) use its reasonable best effortsand, to the extent consistent with past practicespractice, shall use its commercially reasonable efforts to preserve substantially intact in all material respects its business organization intact, and preserve the current relationships of the Company and each of its Subsidiaries with material customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations as is reasonably necessaryin all material respects and keep available the services of the present key employees in all material respects.