Common use of Interim Conduct of Business Clause in Contracts

Interim Conduct of Business. (a) Except (i) as expressly contemplated or permitted by this Agreement, (ii) as set forth in Section 6.1(a) of the Company Disclosure Letter, or (iii) 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 and the Acceptance Time, each of the Company and each of its Subsidiaries shall (A) carry on its business in all material respects in the usual, regular and ordinary course consistent with the manner as heretofore conducted, and (B) use its commercially reasonable efforts, consistent with past practices and policies, to keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries, and preserve the current relationships of the Company and each of its Subsidiaries with customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations.

Interim Conduct of Business. (a) Except (i) as expressly contemplated or permitted by this Agreement, (ii) as set forth in Section 6.1(a5.1(a) of the Company Disclosure Letter, or (iii) 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 Acceptance Effective Time, each of the Company shall, and shall cause each of its Subsidiaries shall to, subject to the restrictions set forth in Section 5.1(b), (A) carry on its business in all material respects in the usual, regular and ordinary course consistent with in substantially the same manner as heretofore conducted, and (B) use its commercially reasonable efforts, consistent with past practices and policies, to keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries, and preserve the current relationships of the Company and each of its Subsidiaries with customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relationsrelations as is reasonably necessary to preserve substantially intact its business organization.

Interim Conduct of Business. (a) Except (i) as expressly contemplated or permitted by this Agreement, (ii) as set forth in Section 6.1(a) of the Company Disclosure Letter, Letter or (iii) 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 and the Acceptance Effective Time, each of the Company and each of its Subsidiaries shall (A) use its commercially reasonable efforts to carry on its business in all material respects in the usual, regular and ordinary course consistent with the manner as heretofore conducted, past practice and (B) use its commercially reasonable efforts, consistent with past practices and policies, to keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries, and preserve the current relationships of the Company and each of its Subsidiaries with customers, suppliers suppliers, distributors, licensors, licensees, and other Persons with whom the Company or any of its Subsidiaries has significant business relationsrelations as is reasonably necessary to preserve substantially intact its business organization.

Interim Conduct of Business. (a) Except (i) as expressly contemplated or permitted by this Agreement, (ii) as set forth in Section 6.1(a5.1(a) of the Company Disclosure Letter, or (iii) as approved by 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 and the Acceptance Effective Time, each of the Company and each of its Subsidiaries shall (A) carry on its business in all material respects in the usual, regular and ordinary course consistent with in substantially the same manner as heretofore conductedconducted and in compliance in all material respects with all applicable Law, and (B) use its commercially reasonable best efforts, consistent with past practices and policies, to keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries, and preserve the current relationships of the Company and each of its Subsidiaries with customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relationsrelations as is reasonably necessary to preserve substantially intact its business organization.

Interim Conduct of Business. (a) Except (i) as expressly contemplated or permitted by this Agreement, (ii) as set forth in Section 6.1(a) of the Company Disclosure Letter, or (iii) 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 and the Acceptance Time, each of the Company and each of its Subsidiaries shall (A) carry on its business in all material respects in the usual, regular and ordinary course consistent with the manner as heretofore conducted, and (B) use its commercially reasonable efforts, consistent with past practices and policies, to keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries, and preserve the current relationships of the Company and each of its Subsidiaries with customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relationsrelations as is reasonably necessary to preserve substantially intact its business organization.

Interim Conduct of Business. (a) Except (i) as expressly contemplated contemplated, required or permitted by this Agreement, (ii) as required by applicable Law, (iii) as set forth in Section 6.1(a) ‎Section 5.1 of the Company Disclosure Letter, or (iiiiv) as approved by Parent in writing (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 Acceptance Effective Time, each of the Company and each of its Subsidiaries shall (A) carry on its business in all material respects in the usual, regular and ordinary course of business consistent with past practice, in substantially the same manner as heretofore conducted, and (B) to the extent consistent with past practices, use its commercially reasonable effortsefforts to preserve substantially intact its business organization, consistent with past practices and policies, to keep available the services of the current officers, officers and key employees and consultants of the Company and each of its Subsidiariesemployees, and preserve the current relationships of the Company and each of its Subsidiaries with customers, suppliers suppliers, distributors and other Persons with whom the Company it has significant business relations (either directly or through any of its Subsidiaries has significant business relationsSubsidiaries).

Interim Conduct of Business. (a) Except (i) as expressly contemplated or permitted by this Agreement, (ii) as set forth in Section 6.1(a5.1(a) of the Company Disclosure Letter, or (iii) 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 Acceptance Effective Time, each of the Company shall, and shall cause each of its Subsidiaries shall to, (A) carry on its business in all material respects in the usual, regular and ordinary course consistent with in substantially the same manner as heretofore conducted, and (B) use 1 Note to Draft: Interim Operating Covenants subject to further revision. its commercially reasonable efforts, consistent with past practices and policies, to keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries, and preserve the current relationships of the Company and each of its Subsidiaries with customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relationsrelations as is reasonably necessary to preserve substantially intact its business organization.

Interim Conduct of Business. (a) Except (i) as expressly contemplated specifically permitted or permitted required by this Agreement, (ii) as required by applicable Law, (iii) as set forth in Section 6.1(a5.1(a) of the Company Disclosure Letter, Letter or (iiiiv) as approved in advance by Parent in writing (which approval will not be unreasonably withheld, conditioned or delayed), 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 Acceptance Effective Time, each of the Company shall, and shall cause each of its Subsidiaries shall to (A) carry on its business in all material respects in the usual, regular and ordinary course consistent with the manner as heretofore conducted, past practice and (B) use its commercially reasonable efforts, consistent with past practices and policiespractices, (i) to keep available the services of the current officers, key employees and key consultants of the Company and each of its Subsidiaries, and (ii) to preserve the goodwill and current relationships of the Company and each of its Subsidiaries with customers, suppliers and Table of Contents other Persons with whom the Company or any of its Subsidiaries has significant material business relationsrelations and (iii) to preserve substantially intact its business organization.

Interim Conduct of Business. (a) Except (i) as expressly contemplated or permitted by this Agreement, (ii) as set forth in Section 6.1(a) of the Company Disclosure Letter, or (iii) 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 and the Acceptance Time, each of the Company and each of its Subsidiaries shall (A) use its commercially reasonable efforts to carry on its business in all material respects in the usual, regular and ordinary course consistent with in substantially the same manner as heretofore conducted, and (B) use its commercially reasonable efforts, consistent with past practices and policies, to keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries, and preserve the current relationships of the Company and each of its Subsidiaries with customers, suppliers suppliers, distributors, licensors, licensees, and other Persons with whom the Company or any of its Subsidiaries has significant business relationsrelations as is reasonably necessary to preserve substantially intact its business organization.

Interim Conduct of Business. (a) Except (i) as expressly contemplated contemplated, required or permitted by this Agreement, (ii) as required by applicable Law, (iii) as set forth in Section 6.1(a) 5.1 of the Company Disclosure Letter, or (iiiiv) as approved by Parent in writing (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 IX and the Acceptance Effective Time, each of the Company and each of its Subsidiaries shall (A) carry on its business in all material respects in the usual, regular and ordinary course of business consistent with past practice, in substantially the same manner as heretofore conducted, and (B) to the extent consistent with past practices, use its commercially reasonable effortsefforts to preserve substantially intact its business organization, consistent with past practices and policies, to keep available the services of the current officers, officers and key employees and consultants of the Company and each of its Subsidiariesemployees, and preserve the current relationships of the Company and each of its Subsidiaries with customers, suppliers suppliers, distributors and other Persons with whom the Company it has significant business relations (either directly or through any of its Subsidiaries has significant business relationsSubsidiaries).