Common use of Interim Conduct of Business Clause in Contracts

Interim Conduct of Business. The Company covenants and agrees that, between the date of this Agreement and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article VIII, except (i) as required by applicable Law, (ii) as consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), including any Requested Transactions, (iii) as may be expressly required or expressly contemplated by the Transaction Agreements or (iv) as set forth in Section 5.01 of the Company Disclosure Letter, the business of the Company and its Subsidiaries shall be conducted only in, and such entities shall not take any action except in, the ordinary course of business and in a manner consistent with past practice. The Company and its subsidiaries shall use their reasonable best efforts to (a) preserve intact the Company’s business organization and the assets of the Company and its Subsidiaries, (b) keep available the services of their current officers, key employees and key consultants, (c) maintain existing relationships and goodwill with Governmental Authorities, material suppliers, material tenants, material creditors and material lessors and other Persons with which the Company or any of its Subsidiaries has significant business relations and (d) maintain all Permits necessary to conduct the Company’s business as currently conducted. Furthermore, the Company agrees with Parent that, except (1) as required by applicable Law, (2) as consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), including any Requested Transactions, (3) as may be expressly required or expressly contemplated by the Transaction Agreements or (4) as set forth in Section 5.01 of the Company Disclosure Letter, the Company shall not, and shall not permit any of its Subsidiaries to:

Interim Conduct of Business. The Company covenants and agrees that, between the date of this Agreement and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article VIII, except (i) as required by applicable Law, (ii) as consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), including any Requested Transactions, (iii) as may be expressly required or expressly contemplated by the Transaction Agreements Transactions or (iv) as set forth in Section 5.01 of the Company Disclosure Letter, the business of the Company and its the Company Subsidiaries shall be conducted only in, and such entities shall not take any action except in, the ordinary course of business and in a manner consistent with past practice. The Company and its subsidiaries the Company Subsidiaries shall use their commercially reasonable best efforts to (a) preserve intact the Company’s business organization and the assets of the Company and its the Company Subsidiaries, (b) keep available the services of their current officers, key employees and key consultants, (c) maintain existing relationships and goodwill with Governmental AuthoritiesEntities, material suppliers, material tenants, material creditors and material lessors and other Persons with which the Company or any of its Subsidiaries has significant business relations and (d) maintain all Permits necessary to conduct the Company’s business as currently conducted. Furthermore, the Company agrees with Parent that, except (1) as required by applicable Law, (2) as consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), including any Requested Transactions, (3) as may be expressly required or expressly contemplated by the Transaction Agreements Transactions or (4) as set forth in Section 5.01 of the Company Disclosure Letter, the Company shall not, and shall not permit any of its Subsidiaries to:

Interim Conduct of Business. The Company covenants and agrees Merger Agreement provides that, between the date of this Agreement and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article VIII, except (i) as required by applicable Law, (ii) as consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), including any Requested Transactions, (iii) as may be expressly required or expressly contemplated by the Transaction Agreements Merger Agreement or (iv) as set forth in Section 5.01 Starbase’s disclosure schedule, during the period from the date of the Company Disclosure Letter, Merger Agreement through the business acceptance of shares of Starbase common stock for purchase in the Company Offer: (i) Starbase shall ensure that it and each of its Subsidiaries shall be conducted only in, subsidiaries conducts its businesses and such entities shall not take any action except in, operations (A) in the ordinary course of business and in a manner consistent with past practice. The Company practices and (B) in compliance with all applicable legal requirements and the requirements of all applicable contracts; (ii) Starbase shall use all commercially reasonable efforts to ensure that it and each of its subsidiaries shall use their reasonable best efforts to (a) preserve preserves intact the Company’s its current business organization and the assets of the Company and its Subsidiariesorganization, (b) keep keeps available the services of their its current officers, key officers and employees and key consultants, (c) maintain maintains its existing relationships material relations and goodwill with Governmental Authorities, material all suppliers, material tenantscustomers, material creditors and material lessors landlords, creditors, licensors, licensees, employees and other Persons persons having business relationships with which the Company it or any of its Subsidiaries has significant business relations subsidiaries; (iii) Starbase shall keep in full force all insurance policies; (iv) Starbase shall cause to be provided all notices, assurances and (d) maintain all Permits necessary to conduct the Company’s business as currently conducted. Furthermore, the Company agrees with Parent that, except (1) as support required by any applicable Lawcontract relating to any intellectual property in order to ensure that no condition under such contract occurs that could result in, or could increase the likelihood of (2A) as consented any transfer or disclosure by it or any of its subsidiaries of any source code or (B) a release from any escrow of any source code that has been deposited or is required to be deposited in writing by Parent escrow under the terms of such contract; (which v) Starbase shall promptly notify Borland of (A) any notice or other communication from any person alleging that the consent shall not be unreasonably withheld, conditioned of such person is or delayed), including any Requested Transactions, (3) as may be expressly required or expressly in connection with any of the transactions contemplated by the Transaction Agreements or (4) as set forth in Section 5.01 of the Company Disclosure Letter, the Company shall notMerger Agreement, and shall not permit (B) any legal proceeding commenced, or, to the knowledge of Starbase, threatened against, relating to or involving or otherwise affecting it or any of its Subsidiaries tosubsidiaries that relates to the transactions contemplated by the Merger Agreement; and (vi) Starbase shall (to the extent requested by Borland) cause its officers and the officers of its subsidiaries to report regularly (but in no event less frequently than weekly) to Borland concerning the status of Starbase’s business, operations and financial condition. Without limiting the generality of the foregoing, during the period from the date of the Merger Agreement through the acceptance of shares of Starbase common stock for purchase in the Offer, neither Starbase nor any of Starbase’s subsidiaries may:

Interim Conduct of Business. The Company covenants and agrees that, between the date of this Agreement and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article VIII, except (i) as required by applicable Law, any Governmental Authority of competent jurisdiction or the rules or regulations of NASDAQ, (ii) as consented to in writing by Parent (Parent, which consent shall not be unreasonably withheld, conditioned or delayed), including any Requested Transactions, (iii) as may be expressly required or expressly contemplated by the Transaction Agreements pursuant to this Agreement or (iv) as set forth in Section 5.01 of the Company Disclosure Letter, the Company and its wholly owned Subsidiaries shall use their commercially reasonable efforts to cause the business of the Company and its wholly owned or controlled Subsidiaries shall to be conducted only in, and to cause such entities shall to not take any action except in, the ordinary course of business and in a manner consistent with past practice. The Company and its subsidiaries wholly owned or controlled Subsidiaries shall use their commercially reasonable best efforts to (a) preserve intact the Company’s business organization and the assets of the Company and its wholly owned or controlled Subsidiaries, (b) keep available the services of their current officerskey officers and employees, key employees and key consultants, (c) maintain existing relationships and goodwill with Governmental Authorities, material supplierscustomers, material tenantssuppliers, material creditors and material lessors and other Persons with which the Company or any of its wholly owned or controlled Subsidiaries has significant business relations and (d) maintain all Permits necessary to conduct the Company’s business as currently conductedrelations. Furthermore, the Company agrees with Parent that, except (1) as required by applicable Law, any Governmental Authority of competent jurisdiction or the rules or regulations of NASDAQ, (2) as consented to in writing by Parent (Parent, which consent shall not be unreasonably withheld, conditioned or delayed), including any Requested Transactions, (3) as may be expressly required or expressly contemplated by the Transaction Agreements pursuant to this Agreement or (4) as set forth in Section 5.01 of the Company Disclosure Letter, the Company shall not, and shall not permit any of its wholly owned or controlled Subsidiaries to:

Interim Conduct of Business. The Company covenants and agrees that, between the date of this Agreement and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article VIII, except (a) Except (i) as expressly contemplated or required by this Agreement, (ii) required by applicable Law, (iiiii) as consented to set forth in writing Section 5.1 of the Company Disclosure Letter, or (iv) as approved by Parent (which consent approval shall not be unreasonably withheld, conditioned or delayed), including any Requested Transactions, (iii) as may be expressly required or expressly contemplated by at all times during the Transaction Agreements or (iv) as set forth in Section 5.01 period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the Company Disclosure Lettertermination of this Agreement pursuant to Article IX and the Effective Time, the business of the Company shall, and shall cause its Subsidiaries shall be conducted only in, and such entities shall not take any action except in, to: (A) carry on its business in the ordinary course of business and in a manner and, to the extent consistent with past practice. The Company and its subsidiaries therewith, shall use their commercially reasonable best efforts to (a) preserve intact the Company’s its business organization intact, keep available the services of the current officers and the assets key employees of the Company and its Subsidiaries, (b) keep available and preserve the services current relationships of their current officersthe Company and each of its Subsidiaries with customers, key employees and key consultants, (c) maintain existing relationships and goodwill with Governmental Authorities, material suppliers, material tenants, material creditors and material lessors distributors and other Persons with which whom the Company or any of its Subsidiaries has significant business relations relations; (B) notify and consult with Parent as promptly as reasonably practicable after receipt of any material communication from any Governmental Authority or inspections of any manufacturing site and before making any material submission to any Governmental Authority; and (dC) maintain all Permits necessary to conduct the Company’s business as currently conducted. Furthermore, the Company agrees with Parent that, except (1) comply in all material respects with its consultation obligations towards its employees and representatives, if any, in Israel, Germany, France and elsewhere in connection with the Merger and the other transactions contemplated hereunder, to the extent such obligations are required to be carried out under applicable Law as required determined by applicable Lawthe Company based on legal advice, (2) update Parent as consented promptly as reasonably practicable in a detailed manner with respect to any significant discussions that have taken place between the Company and representatives of its employees, if any, in writing by Parent (which consent shall not be unreasonably withheld, conditioned respect of the Merger or delayed), including any Requested Transactions, the other transactions contemplated hereunder and (3) except as may be expressly required or expressly contemplated by the Transaction Agreements or (4) as set forth otherwise provided in Section 5.01 7.7, as promptly as reasonably practicable, coordinate with Parent any communications (whether written or oral) with the Company’s employees or their representatives, if any, in respect of the Company Disclosure LetterMerger or the other transactions contemplated hereunder or any such matters resulting from, the Company shall notconnected to, and shall not permit any of its Subsidiaries to:or driven by, them.