Common use of Conduct of Business by Company Clause in Contracts

Conduct of Business by Company. Except (i) as set forth in Section 4.1 of the Company Disclosure Schedule, (ii) as otherwise expressly contemplated by this Agreement, (iii) as consented to by Parent in writing (which consent shall not be unreasonably withheld), or (iv) as required by applicable law or regulation, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Company shall, and shall cause its Subsidiaries to, carry on their respective businesses in the usual, regular and ordinary course consistent with past practice and in compliance in all material respects with all applicable laws and regulations, pay their respective debts and Taxes when due, pay or perform their other respective obligations when due, use all commercially reasonable efforts consistent with the other terms of this Agreement to preserve intact their current business organizations, and use all commercially reasonable efforts consistent with the other terms of this Agreement to keep available the services of their current officers and Employees and preserve their relationships with those Persons having business dealings with them, all with the goal of preserving unimpaired in all material respects their goodwill and ongoing businesses at the Effective Time. Without limiting the generality of the foregoing, senior officers of Parent and Company shall meet on a reasonably regular basis to review the financial and operational affairs of Company and its Subsidiaries, in accordance with applicable law, and Company shall give due consideration to Parent’s input on such matters, consistent with Section 4.4 hereof, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Parent, SBU Bank nor Newco shall under any circumstance be permitted to exercise control of Company prior to the Effective Time. Except as (i) expressly contemplated by this Agreement, (ii) disclosed in Section 4.1 of the Company Disclosure Schedule, (iii) consented to by Parent in writing (which consent shall not be unreasonably withheld) or (iv) required by applicable law or regulation, after the date hereof Company shall not, and shall not permit any of its Subsidiaries to:

Conduct of Business by Company. Except During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Appointment Time, Company and each of its subsidiaries shall, except to the extent that Parent shall otherwise consent in writing (which consent, or refusal to grant consent, shall not unreasonably be delayed), carry on its business in the ordinary course in substantially the same manner as heretofore conducted and in substantial compliance with all applicable laws and regulations, pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to (i) as set forth in Section 4.1 of the Company Disclosure Schedulepreserve intact its present business organization, (ii) as otherwise expressly contemplated by this Agreementkeep available the services of its present officers and employees, and (iii) as consented to by preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has significant business dealings. In addition, Company will promptly notify Parent in writing of any material event involving its business or operations occurring outside the ordinary course of business. In addition, without the prior written consent of Parent (which consent consent, or refusal to grant consent, shall not unreasonably be unreasonably withhelddelayed), except as permitted or (iv) as required by applicable law or regulationthis Agreement and except as provided in Section 4.01 of the Company Schedule, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Appointment Time, Company shall, and shall cause its Subsidiaries to, carry on their respective businesses in the usual, regular and ordinary course consistent with past practice and in compliance in all material respects with all applicable laws and regulations, pay their respective debts and Taxes when due, pay or perform their other respective obligations when due, use all commercially reasonable efforts consistent with the other terms of this Agreement to preserve intact their current business organizations, and use all commercially reasonable efforts consistent with the other terms of this Agreement to keep available the services of their current officers and Employees and preserve their relationships with those Persons having business dealings with them, all with the goal of preserving unimpaired in all material respects their goodwill and ongoing businesses at the Effective Time. Without limiting the generality not do any of the foregoing, senior officers of Parent and Company shall meet on a reasonably regular basis to review the financial and operational affairs of Company and its Subsidiaries, in accordance with applicable law, and Company shall give due consideration to Parent’s input on such matters, consistent with Section 4.4 hereof, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Parent, SBU Bank nor Newco shall under any circumstance be permitted to exercise control of Company prior to the Effective Time. Except as (i) expressly contemplated by this Agreement, (ii) disclosed in Section 4.1 of the Company Disclosure Schedule, (iii) consented to by Parent in writing (which consent shall not be unreasonably withheld) or (iv) required by applicable law or regulation, after the date hereof Company shall not, following and shall not permit its subsidiaries to do any of its Subsidiaries tothe following:

Conduct of Business by Company. Except (i) as required or permitted by the terms of this Agreement, as set forth in Section 4.1 of the Company Disclosure Schedule, (ii) as otherwise expressly contemplated by this Agreement, (iii) as consented to Schedule or approved by Parent in writing (which consent shall not be unreasonably withheld), or (iv) as required by applicable law or regulationwriting, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, each of Company shall, and its subsidiaries shall cause its Subsidiaries to, carry on their respective businesses its business in the usual, regular and ordinary course consistent with past practice in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable laws and regulations, pay their respective its debts and Taxes when duedue (subject to good faith disputes over such debts or Taxes), pay or perform their other respective material obligations when due, and use all its commercially reasonable efforts consistent with the other terms of this Agreement to past practices and policies to: (a) preserve intact their current its present business organizations, and use all commercially reasonable efforts consistent with the other terms of this Agreement to organization; (b) keep available the services of their current its present officers and Employees employees; and (c) preserve their its relationships with those Persons having customers, suppliers, distributors, licensors, licensees and others with which it has significant business dealings with themdealings; provided, all with however, that in the goal of preserving unimpaired in all material respects their goodwill and ongoing businesses at the Effective Time. Without limiting the generality of the foregoing, senior officers of Parent and event Company shall meet on a reasonably regular basis be required to review the financial and operational affairs take or refrain from taking any action pursuant to this Section 4.1 that would cause any representation or warranty of Company set forth in this Agreement to be or become inaccurate, Company shall so notify Parent in writing, and its Subsidiariesas soon as practicable, and in no event more than three (3) business days, after Parent's receipt of such notice Parent shall advise Company in writing as to whether Company should (x) comply with this Section 4.1, in accordance with applicable lawwhich event such action or inaction shall not be deemed to constitute a breach of, and Company or inaccuracy in, such representations or warranties, or (y) cause such representation or warranty to remain accurate, in which such action or inaction shall give due consideration not be deemed to Parent’s input on such mattersconstitute a breach of this Section 4.1). In addition, consistent with Section 4.4 hereof, with except as required or permitted by the understanding that, notwithstanding any other provision contained in terms of this Agreement, neither Parent, SBU Bank nor Newco shall under any circumstance be permitted to exercise control of Company prior to the Effective Time. Except as (i) expressly contemplated by this Agreement, (ii) disclosed set forth in Section 4.1 of the Company Disclosure ScheduleSchedule or approved by Parent in writing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company shall not do any of the following and shall not permit its subsidiaries to do any of the following (iii) consented it being understood and agreed that any action taken or omitted to be taken by Company after the execution and delivery of this Agreement that is either permitted by the terms of this Section 4.1 or approved by Parent in writing (which consent pursuant to this Section 4.1 shall not be unreasonably withheld) deemed to constitute a breach of, or (iv) required by applicable law or regulationinaccuracy in, after the date hereof Company shall not, and shall not permit any of its Subsidiaries to:the representations or warranties of Company set forth in this Agreement):

Conduct of Business by Company. Except (i) as set forth contemplated by this Agreement, disclosed in Section 4.1 of the Company Disclosure Schedule, (ii) as otherwise expressly contemplated by this Agreement, (iii) as Letter or consented to by Parent in writing (which consent shall not be unreasonably withheld), or (iv) as required by applicable law or regulationwriting, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company and each of its subsidiaries shall, and shall cause its Subsidiaries to, carry on their respective businesses its business in the usual, regular and ordinary course consistent with past practice in substantially the same manner as heretofore conducted and in material compliance in all material respects with all applicable laws and regulations, pay their respective its debts and Taxes when duedue subject to good faith disputes over such debts or Taxes, pay or perform their other respective material obligations when due, commence and diligently pursue the preparation of (together with its independent public accountants) the audit of its financial statements as of and for the year ended December 31, 2000, and use all its commercially reasonable efforts consistent with the other terms of this Agreement past practices and policies to (i) preserve intact their current its present business organizationsorganization, and use all commercially reasonable efforts consistent with the other terms of this Agreement to (ii) keep available the services of their current its present officers and Employees employees and (iii) preserve their its relationships with those Persons having customers, suppliers, distributors, licensors, licensees and others with which it has significant business dealings with themdealings. In addition, all with Company will promptly notify Parent of any material event involving its business or operations. In addition, except as permitted by the goal terms of preserving unimpaired in all material respects their goodwill this Agreement and ongoing businesses at the Effective Time. Without limiting the generality of the foregoing, senior officers of Parent and Company shall meet on a reasonably regular basis to review the financial and operational affairs of Company and its Subsidiaries, in accordance with applicable law, and Company shall give due consideration to Parent’s input on such matters, consistent with Section 4.4 hereof, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Parent, SBU Bank nor Newco shall under any circumstance be permitted to exercise control of Company prior to the Effective Time. Except except as (i) expressly contemplated by this Agreement, (ii) disclosed provided in Section 4.1 of the Company Disclosure ScheduleLetter, without the prior written consent of Parent, (iiiwhich consent, or refusal thereof, shall not be unreasonably delayed and, in the case of subsections (m), (r) consented to by Parent in writing and (t), which consent shall not be unreasonably withheld) or (iv) required by applicable law or regulation, after during the period from the date hereof of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company shall not, not do any of the following and shall not permit its subsidiaries to do any of its Subsidiaries tothe following:

Conduct of Business by Company. Except (i) as set forth in Section 4.1 During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company Disclosure Scheduleand each of its subsidiaries shall, (ii) as except to the extent that Parent shall otherwise expressly contemplated by this Agreement, (iii) as consented to by Parent consent in writing (which consent shall not be unreasonably withheldwithheld or delayed), (i) carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and in compliance with all applicable material Legal Requirements, (ii) pay its Liabilities and Taxes when due (subject to good faith disputes over such Liabilities or Taxes), (iii) pay or perform other material obligations when due (subject to good faith disputes over such payments or performance), (iv) use its reasonable efforts to assure that each of its material Contracts entered into after the date of this Agreement will not require the procurement of any consent, waiver or novation or provide for any material change in the obligations of any party in connection with, or terminate as a result of the consummation of, the Merger, (v) maintain each of its leased premises in accordance with the terms of the applicable lease in all material respects, (vi) notify and give Parent the opportunity to participate in the defense or settlement of any litigation to which the Company is a party, and (vii) use its commercially reasonable efforts consistent with past practices and policies to (A) preserve intact its present business organization, (B) keep available the services of its present Employees, and (C) preserve its relationships with customers, suppliers, distributors, consultants, licensors, licensees and others with which it has business dealings. In addition, the Company shall promptly notify Parent of any event involving its or its subsidiaries’ businesses or operations occurring outside the ordinary course of business which could reasonably be expected to result in a Material Adverse Effect on the Company. In addition, without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed and may be in a response by e-mail by an officer of Parent specifically providing such consent or any other person specifically designated to provide e-mail consent by an officer of Parent), except as permitted or required by applicable law or regulationthis Agreement and except as provided in Section 4.1 of the Company Disclosure Letter, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall, and shall cause its Subsidiaries to, carry on their respective businesses in the usual, regular and ordinary course consistent with past practice and in compliance in all material respects with all applicable laws and regulations, pay their respective debts and Taxes when due, pay or perform their other respective obligations when due, use all commercially reasonable efforts consistent with the other terms of this Agreement to preserve intact their current business organizations, and use all commercially reasonable efforts consistent with the other terms of this Agreement to keep available the services of their current officers and Employees and preserve their relationships with those Persons having business dealings with them, all with the goal of preserving unimpaired in all material respects their goodwill and ongoing businesses at the Effective Time. Without limiting the generality not do any of the foregoing, senior officers of Parent and Company shall meet on a reasonably regular basis to review the financial and operational affairs of Company and its Subsidiaries, in accordance with applicable law, and Company shall give due consideration to Parent’s input on such matters, consistent with Section 4.4 hereof, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Parent, SBU Bank nor Newco shall under any circumstance be permitted to exercise control of Company prior to the Effective Time. Except as (i) expressly contemplated by this Agreement, (ii) disclosed in Section 4.1 of the Company Disclosure Schedule, (iii) consented to by Parent in writing (which consent shall not be unreasonably withheld) or (iv) required by applicable law or regulation, after the date hereof Company shall not, following and shall not permit its subsidiaries to do any of its Subsidiaries tothe following:

Conduct of Business by Company. Except (i) as set forth in Section 4.1 of the Company Disclosure Schedule, (ii) as otherwise expressly contemplated by this Agreement, (iii) as consented to by Parent in writing (which consent shall not be unreasonably withheld), or (iv) as required by applicable law or regulation, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Company shall, and shall cause its Subsidiaries to, carry on their respective businesses in the usual, regular and ordinary course consistent with past practice and in compliance in all material respects with all applicable laws and regulations, pay their respective debts and Taxes when due, pay or perform their other respective obligations when due, use all commercially reasonable efforts consistent with the other terms of this Agreement to preserve intact their current business organizations, and use all commercially reasonable efforts consistent with the other terms of this Agreement to keep available the services of their current officers and Employees and preserve their relationships with those Persons having business dealings with them, all with the goal of preserving unimpaired in all material respects their goodwill and ongoing businesses at the Effective Time. Without limiting the generality of the foregoing, senior officers of Parent and Company shall meet on a reasonably regular basis to review the financial and operational affairs of Company and its Subsidiaries, in accordance with applicable law, and Company shall give due consideration to Parent’s 's input on such matters, consistent with Section 4.4 hereof, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Parent, SBU Bank nor Newco shall under any circumstance be permitted to exercise control of Company prior to the Effective Time. Except as (i) expressly contemplated by this Agreement, (ii) disclosed in Section 4.1 of the Company Disclosure Schedule, (iii) consented to by Parent in writing (which consent shall not be unreasonably withheld) or (iv) required by applicable law or regulation, after the date hereof Company shall not, and shall not permit any of its Subsidiaries to:

Conduct of Business by Company. Except During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company and each of its subsidiaries shall, except to the extent that Parent shall otherwise consent in writing (which shall not be unreasonably withheld, delayed or conditioned), use reasonable best efforts to (i) carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and in compliance with all applicable material Legal Requirements, (ii) except as may otherwise be set forth on Section 4.1 of the Company Disclosure Letter, pay its Liabilities and Taxes when due (subject to good faith disputes over such Liabilities or Taxes), (iii) pay or perform other material obligations when due (subject to good faith disputes over such payments or performance), (iv) assure that each of its material Contracts entered into after the date of this Agreement will not require the procurement of any consent, waiver or novation or provide for any material change in the obligations of any party in connection with, or terminate as a result of the consummation of, the Merger, (ii) maintain each of its leased premises in accordance with the terms of the applicable lease in all material respects, (iii) preserve intact its present business organization, (iv) keep available the services of its key Employees, and (v) preserve its existing relationships with customers, suppliers, distributors, consultants, licensors, licensees and others with which it has business dealings that are significant to the Company's business. In addition, the Company shall promptly notify Parent of any event involving its or its subsidiaries' businesses or operations occurring outside the ordinary course of business which could reasonably be expected to result in a Material Adverse Effect on the Company. In addition, without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed), except as contemplated or required by this Agreement and except as provided in Section 4.1 of the Company Disclosure Schedule, (ii) as otherwise expressly contemplated by this Agreement, (iii) as consented to by Parent in writing (which consent shall not be unreasonably withheld), or (iv) as required by applicable law or regulationLetter, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall, and shall cause its Subsidiaries to, carry on their respective businesses in the usual, regular and ordinary course consistent with past practice and in compliance in all material respects with all applicable laws and regulations, pay their respective debts and Taxes when due, pay or perform their other respective obligations when due, use all commercially reasonable efforts consistent with the other terms of this Agreement to preserve intact their current business organizations, and use all commercially reasonable efforts consistent with the other terms of this Agreement to keep available the services of their current officers and Employees and preserve their relationships with those Persons having business dealings with them, all with the goal of preserving unimpaired in all material respects their goodwill and ongoing businesses at the Effective Time. Without limiting the generality not do any of the foregoing, senior officers of Parent and Company shall meet on a reasonably regular basis to review the financial and operational affairs of Company and its Subsidiaries, in accordance with applicable law, and Company shall give due consideration to Parent’s input on such matters, consistent with Section 4.4 hereof, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Parent, SBU Bank nor Newco shall under any circumstance be permitted to exercise control of Company prior to the Effective Time. Except as (i) expressly contemplated by this Agreement, (ii) disclosed in Section 4.1 of the Company Disclosure Schedule, (iii) consented to by Parent in writing (which consent shall not be unreasonably withheld) or (iv) required by applicable law or regulation, after the date hereof Company shall not, following and shall not permit its subsidiaries to do any of its Subsidiaries to:the following: (a) Waive any stock repurchase rights, accelerate, amend or change the period of exercisability or vesting of any Company Stock Options or other rights granted under any Company Stock Plan or the vesting of the securities purchased or purchasable under such Company Stock Options or other rights or the vesting schedule or repurchase rights applicable to any Unvested Shares;

Conduct of Business by Company. Except (i) as set forth in Subject to Section 4.1 of the Company Disclosure Schedule, (ii) as otherwise expressly contemplated by this Agreement, (iii) as consented to by Parent in writing (which consent shall not be unreasonably withheld), or (iv) as required by applicable law or regulation4.3, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company and each of its subsidiaries shall, and except to the extent that Parent shall cause its Subsidiaries tootherwise request or consent in writing (which consent or refusal to grant consent shall not be unreasonably withheld or delayed), carry on their respective its businesses in the usual, regular and ordinary course consistent with past practice in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable laws and regulations, pay their respective debts its Liabilities and Taxes when duedue (subject to good faith disputes over such Liabilities or Taxes), pay or perform their other respective obligations when due, and use all its commercially reasonable efforts consistent with the other terms of this Agreement past practices and policies to (i) preserve intact their current its present business organizationsorganization, and use all commercially reasonable efforts consistent with the other terms of this Agreement to (ii) keep available the services of their current its present officers and Employees employees, and (iii) preserve their its relationships with those Persons having customers, suppliers, distributors, consultants, licensors, licensees and others with which it has significant business dealings with themdealings. In addition, all with the goal Company shall promptly notify Parent of preserving unimpaired in all any material respects their goodwill and ongoing event involving its businesses at or operations occurring outside the Effective Timeordinary course of business. Without limiting In addition, without the generality of the foregoing, senior officers prior written consent of Parent and Company (which consent or refusal to grant consent shall meet on a reasonably regular basis to review the financial and operational affairs of Company and its Subsidiariesnot be unreasonably withheld or delayed), in accordance with applicable law, and Company shall give due consideration to Parent’s input on such matters, consistent with Section 4.4 hereof, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Parent, SBU Bank nor Newco shall under any circumstance be except as permitted to exercise control of Company prior to the Effective Time. Except as (i) expressly contemplated or required by this Agreement, (ii) disclosed as provided in Section 4.1 of the Company Disclosure Schedule, or in accordance with the terms of Section 4.2 hereof with respect to the ISAC Sale (iii) consented as defined in Section 4.2 hereof), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to by Parent in writing (which consent its terms or the Effective Time, Company shall not be unreasonably withheld) or (iv) required by applicable law or regulation, after do any of the date hereof Company shall not, following and shall not permit its subsidiaries to do any of its Subsidiaries tothe following:

Conduct of Business by Company. Except (i) as set forth in Section 4.1 of the Company Disclosure Schedule, (ii) as otherwise expressly contemplated by this Agreement, (iii) as consented to by Parent in writing (which consent shall not be unreasonably withheld), or (iv) as required by applicable law or regulation, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective TimeClosing, the Principal Shareholders shall procure that the Company shall, and shall cause its Subsidiaries to(except to the extent that the Purchaser shall otherwise consent in writing), carry on their respective businesses the Company’s and its Subsidiaries’ business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay debts and Taxes when due (except for Taxes being contested in good faith by appropriate proceedings), to pay or perform other obligations when due (including paying accounts payable when due), and, to the extent consistent with such business, use all reasonable efforts consistent with past practice and in compliance in all material respects with all applicable laws and regulations, pay their respective debts and Taxes when due, pay or perform their other respective obligations when due, use all commercially reasonable efforts consistent with the other terms of this Agreement policies to preserve intact their current the Company’s present business organizationsorganization, and use all commercially reasonable efforts consistent with the other terms of this Agreement to keep available the services of their current present officers and other key Employees (other than as contemplated in this Agreement) and preserve their relationships with those Persons customers, suppliers, distributors, licensors, licensees, and others having business dealings with themit, all with the goal of preserving unimpaired in all material respects their the Company’s and its Subsidiaries’ goodwill and ongoing businesses at the Effective TimeClosing. The Principal Shareholders shall procure that the Company shall promptly notify the Purchaser of (i) any event, occurrence or emergency not in the ordinary course of business of the Company, (ii) any material event involving the Company or any of its Subsidiaries and (iii) any event involving the Company or any of its Subsidiaries that could reasonably be expected to result in a Company Material Adverse Effect. Without limiting the generality of the foregoing, senior officers of Parent and Company shall meet on a reasonably regular basis to review the financial and operational affairs of Company and its Subsidiaries, in accordance with applicable law, and Company shall give due consideration to Parent’s input on such matters, consistent with Section 4.4 hereof, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Parent, SBU Bank nor Newco shall under any circumstance be permitted to exercise control of Company prior to the Effective Time. Except except as (i) expressly contemplated by this Agreement, (ii) disclosed in Section 4.1 of the Principal Shareholders shall procure that the Company Disclosure Schedule, (iii) consented to by Parent in writing (which consent shall not be unreasonably withheld) or (iv) required by applicable law or regulation, after the date hereof Company and its Subsidiaries shall not, and shall not permit any without the prior written consent of its Subsidiaries tothe Purchaser:

Conduct of Business by Company. Except During the period from ------------------------------ the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Appointment Time, Company and each of its subsidiaries shall, except to the extent that Parent shall otherwise consent in writing and except as provided in Part 5.1 of Parent Disclosure Letter, carry on its business in the ordinary course and in compliance in all material respects with all applicable laws and regulations, pay its debts and Taxes when due subject to good faith disputes over such debts or Taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, licensors, licensees and others with which it has business dealings. In addition, during that period Company will promptly notify Parent of any material event involving its business or operations consistent with the agreements contained herein. In addition, except as set forth permitted by the terms of this Agreement, and except as contemplated by this Agreement or provided in Section 4.1 Schedule 5.1 of the Company Disclosure ScheduleLetter, (ii) as otherwise expressly contemplated by this Agreement, (iii) as consented to by without the prior written consent of Parent in writing (which consent shall not be unreasonably withheld), or (iv) as required by applicable law or regulation, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Appointment Time, Company shall, and shall cause its Subsidiaries to, carry on their respective businesses in the usual, regular and ordinary course consistent with past practice and in compliance in all material respects with all applicable laws and regulations, pay their respective debts and Taxes when due, pay or perform their other respective obligations when due, use all commercially reasonable efforts consistent with the other terms of this Agreement to preserve intact their current business organizations, and use all commercially reasonable efforts consistent with the other terms of this Agreement to keep available the services of their current officers and Employees and preserve their relationships with those Persons having business dealings with them, all with the goal of preserving unimpaired in all material respects their goodwill and ongoing businesses at the Effective Time. Without limiting the generality not do any of the foregoing, senior officers of Parent and Company shall meet on a reasonably regular basis to review the financial and operational affairs of Company and its Subsidiaries, in accordance with applicable law, and Company shall give due consideration to Parent’s input on such matters, consistent with Section 4.4 hereof, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Parent, SBU Bank nor Newco shall under any circumstance be permitted to exercise control of Company prior to the Effective Time. Except as (i) expressly contemplated by this Agreement, (ii) disclosed in Section 4.1 of the Company Disclosure Schedule, (iii) consented to by Parent in writing (which consent shall not be unreasonably withheld) or (iv) required by applicable law or regulation, after the date hereof Company shall not, following and shall not permit its subsidiaries to do any of its Subsidiaries to:the following: (a) Waive any stock repurchase rights, accelerate, amend or change the period of exercisability of options or restricted stock, reprice options granted under any employee, consultant, director or other stock plans or authorize cash payments in exchange for any options granted under any of such plans;

Conduct of Business by Company. Except During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company and each of its subsidiaries shall, except to the extent that Parent shall otherwise consent in writing, carry on its business, in all material respects, in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has business dealings. In addition, unless otherwise required by law or contract, Company will promptly notify Parent of any material event involving its business or operations. In addition, except as set forth permitted by the terms of this Agreement, and except as provided in Section 4.1 of the Company Disclosure ScheduleLetter, (ii) as otherwise expressly contemplated by this Agreement, (iii) as consented to by Parent in writing (which without the prior written consent shall not be unreasonably withheld), or (iv) as required by applicable law or regulationof Parent, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company shall, shall not do any of the following and shall cause not permit its Subsidiaries to, carry on their respective businesses in the usual, regular and ordinary course consistent with past practice and in compliance in all material respects with all applicable laws and regulations, pay their respective debts and Taxes when due, pay or perform their other respective obligations when due, use all commercially reasonable efforts consistent with the other terms of this Agreement subsidiaries to preserve intact their current business organizations, and use all commercially reasonable efforts consistent with the other terms of this Agreement to keep available the services of their current officers and Employees and preserve their relationships with those Persons having business dealings with them, all with the goal of preserving unimpaired in all material respects their goodwill and ongoing businesses at the Effective Time. Without limiting the generality do any of the foregoingfollowing: (a) Waive any stock repurchase rights, senior officers accelerate, amend or change the period of Parent and Company shall meet on a reasonably regular basis to review the financial and operational affairs exercisability of Company and its Subsidiariesoptions or restricted stock, in accordance with applicable law, and Company shall give due consideration to Parent’s input on such matters, consistent with Section 4.4 hereof, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Parent, SBU Bank nor Newco shall or reprice options granted under any circumstance be permitted to exercise control employee, consultant, director or other stock plans or authorize cash payments in exchange for any options granted under any of such plans, except for completion of the option repricing program authorized by the Board of Directors of Company prior to the Effective Time. Except as date hereof; (ib) expressly contemplated by this AgreementGrant any severance or termination pay to any officer or employee except pursuant to written agreements outstanding, (ii) disclosed in Section 4.1 of the Company Disclosure Scheduleor policies existing, (iii) consented to by Parent in writing (which consent shall not be unreasonably withheld) or (iv) required by applicable law or regulation, after on the date hereof and as previously disclosed in writing or made available to Parent, or adopt any new severance plan; (c) Transfer or license to any person or entity or otherwise extend, amend or modify in any material respect any rights to the Company shall notIntellectual Property, or enter into grants to transfer or license to any person future patent rights, other than non-exclusive licenses in the ordinary course of business and shall not permit any of its Subsidiaries to:consistent with past practice; 22

Conduct of Business by Company. Except During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company and each of its subsidiaries shall, except to the extent that Parent shall otherwise consent in writing (which shall not be unreasonably withheld, delayed or conditioned), use reasonable best efforts to (i) carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and in compliance with all applicable material Legal Requirements, (ii) except as may otherwise be set forth on Section 4.1 of the Company Disclosure Letter, pay its Liabilities and Taxes when due (subject to good faith disputes over such Liabilities or Taxes), (iii) pay or perform other material obligations when due (subject to good faith disputes over such payments or performance), (iv) assure that each of its material Contracts entered into after the date of this Agreement will not require the procurement of any consent, waiver or novation or provide for any material change in the obligations of any party in connection with, or terminate as a result of the consummation of, the Merger, (ii) maintain each of its leased premises in accordance with the terms of the applicable lease in all material respects, (iii) preserve intact its present business organization, (iv) keep available the services of its key Employees, and (v) preserve its existing relationships with customers, suppliers, distributors, consultants, licensors, licensees and others with which it has business dealings that are significant to the Company’s business. In addition, the Company shall promptly notify Parent of any event involving its or its subsidiaries’ businesses or operations occurring outside the ordinary course of business which could reasonably be expected to result in a Material Adverse Effect on the Company. In addition, without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed), except as contemplated or required by this Agreement and except as provided in Section 4.1 of the Company Disclosure Schedule, (ii) as otherwise expressly contemplated by this Agreement, (iii) as consented to by Parent in writing (which consent shall not be unreasonably withheld), or (iv) as required by applicable law or regulationLetter, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall, and shall cause its Subsidiaries to, carry on their respective businesses in the usual, regular and ordinary course consistent with past practice and in compliance in all material respects with all applicable laws and regulations, pay their respective debts and Taxes when due, pay or perform their other respective obligations when due, use all commercially reasonable efforts consistent with the other terms of this Agreement to preserve intact their current business organizations, and use all commercially reasonable efforts consistent with the other terms of this Agreement to keep available the services of their current officers and Employees and preserve their relationships with those Persons having business dealings with them, all with the goal of preserving unimpaired in all material respects their goodwill and ongoing businesses at the Effective Time. Without limiting the generality not do any of the foregoing, senior officers of Parent and Company shall meet on a reasonably regular basis to review the financial and operational affairs of Company and its Subsidiaries, in accordance with applicable law, and Company shall give due consideration to Parent’s input on such matters, consistent with Section 4.4 hereof, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Parent, SBU Bank nor Newco shall under any circumstance be permitted to exercise control of Company prior to the Effective Time. Except as (i) expressly contemplated by this Agreement, (ii) disclosed in Section 4.1 of the Company Disclosure Schedule, (iii) consented to by Parent in writing (which consent shall not be unreasonably withheld) or (iv) required by applicable law or regulation, after the date hereof Company shall not, following and shall not permit its subsidiaries to do any of its Subsidiaries tothe following: