Common use of Conduct of Business by Company Clause in Contracts

Conduct of Business by Company. 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 consent or refusal to grant consent shall not be unreasonably delayed), 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 laws and regulations, pay its Liabilities and Taxes when due (subject to good faith disputes over such Liabilities or Taxes), pay or perform other 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, consultants, licensors, licensees and others with which it has significant business dealings. In addition, the Company shall promptly notify Parent 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 or refusal to grant consent shall not be unreasonably delayed), except as permitted or required by this Agreement and except as provided in Section 4.1 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 Time, Company shall not do any of the following and shall not permit its subsidiaries to do any of the following:

Conduct of Business by Company. 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, except as expressly contemplated by this Agreement or except as set forth in Part 4.1 of the Company and each of its subsidiaries shall, Disclosure Letter or except to the extent that Parent shall otherwise consent in writing (which consent or refusal to grant consent shall not be unreasonably delayedwithheld, delayed or conditioned), Company shall and shall cause each of its Material Subsidiaries to carry on its business in the usualordinary course, regular and ordinary course in substantially the same manner as heretofore conducted consistent with past practice and in compliance in all material respects with all applicable laws and regulationsLegal Requirements, pay its Liabilities debts and Taxes when due (subject to good faith disputes over such Liabilities 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, employees and (iii) preserve its relationships with customers, suppliers, distributors, consultants, licensors, licensees licensees, and others with which it has significant business dealings. In addition, without limiting the Company shall promptly notify Parent 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 or refusal to grant consent shall not be unreasonably delayed), except as permitted or required by this Agreement and except as provided in Section 4.1 generality of the Company Scheduleforegoing, 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, except as expressly contemplated by this Agreement or except as set forth in Part 4.1 of the Company Disclosure Letter or except to the extent that Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) Company shall not do any of the following and shall not permit its subsidiaries to do any of the following:

Conduct of Business by Company. 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 and shall otherwise consent in writing (which consent or refusal to grant consent shall not be unreasonably delayed), 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 laws and regulations, pay its Liabilities and Taxes when due (subject to good faith disputes over such Liabilities or Taxes), pay or perform other 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, consultants, licensors, licensees and others with which it has significant business dealings. In addition, the Company shall promptly notify Parent 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 or refusal to grant consent shall not be unreasonably delayed), except as permitted or required by this Agreement and except as provided in Section 4.1 cause each of the Company ScheduleSubsidiaries to, during the period from the date of this Agreement Plan of Merger and continuing until ending at the earlier of the Effective Time and the termination of this Agreement pursuant Plan of Merger in accordance with Article VII, except as expressly contemplated by this Plan of Merger or as required by applicable Law or with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), (a) conduct its business in the ordinary course of business consistent with past practice in all material respects, and, to the extent consistent therewith, Company shall, and shall cause each of the Company Subsidiaries to, use its terms commercially reasonable efforts to preserve substantially intact its and the Company Subsidiaries' business organization and advantageous customer and business relationships and keep available the services of the present officers and employees and (b) take no action that would reasonably be expected to adversely affect or materially delay the ability to obtain any necessary approvals of any Governmental Entity required for the transactions contemplated hereby or to consummate the transactions contemplated hereby on a timely basis. Without limiting the generality of the foregoing, between the date of this Plan of Merger and ending at the earlier of the Effective TimeTime and the termination of this Plan of Merger in accordance with Article VII, except as otherwise expressly contemplated by this Plan of Merger or as set forth in Section 5.1 of the Company Disclosure Letter or as required by applicable Law, Company shall not do not, nor shall it permit any of the following and Company Subsidiaries to, without the prior written consent of Purchaser (which consent shall not permit be unreasonably withheld, conditioned or delayed, other than with respect to Section 5.1.1, 5.1.2, 5.1.3, subsections (b), (c), (d), (e) or (h) of 5.1.4, 5.1.11 or 5.1.12, for which Purchaser may withhold its subsidiaries to do any of the following:consent at its sole discretion):

Conduct of Business by Company. 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 and shall otherwise consent in writing (which consent or refusal to grant consent shall not be unreasonably delayed), 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 laws and regulations, pay its Liabilities and Taxes when due (subject to good faith disputes over such Liabilities or Taxes), pay or perform other 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, consultants, licensors, licensees and others with which it has significant business dealings. In addition, the Company shall promptly notify Parent 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 or refusal to grant consent shall not be unreasonably delayed), except as permitted or required by this Agreement and except as provided in Section 4.1 cause each of the Company ScheduleSubsidiaries to, during the period from the date of this Agreement Plan of Merger and continuing until ending at the earlier of the Effective Time and the termination of this Agreement pursuant Plan of Merger in accordance with Article VII, except as expressly contemplated by this Plan of Merger or as required by applicable Law or with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), conduct its business in the ordinary course of business generally consistent with past practice in all material respects, and, to the extent consistent therewith, Company shall, and shall cause each of the Company Subsidiaries to, use its terms or commercially reasonable efforts to preserve substantially intact its and the Company Subsidiaries’ business organization and advantageous customer and business relationships and further to keep available the services of the present officers and employees. Without limiting the generality of the foregoing, between the date of this Plan of Merger and ending at the earlier of the Effective TimeTime and the termination of this Plan of Merger in accordance with Article VII, except as otherwise expressly contemplated by this Plan of Merger or as set forth in Section 5.1 of the Company Disclosure Letter or as required by applicable Law, Company shall not do not, nor shall it permit any of the following and Company Subsidiaries to, without the prior written consent of Purchaser (which consent shall not permit its subsidiaries to do any of the following:be unreasonably withheld, conditioned or delayed):

Conduct of Business by Company. 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 and shall otherwise consent in writing (which consent or refusal to grant consent shall not be unreasonably delayed), 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 laws and regulations, pay its Liabilities and Taxes when due (subject to good faith disputes over such Liabilities or Taxes), pay or perform other 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, consultants, licensors, licensees and others with which it has significant business dealings. In addition, the Company shall promptly notify Parent 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 or refusal to grant consent shall not be unreasonably delayed), except as permitted or required by this Agreement and except as provided in Section 4.1 cause each of the Company ScheduleSubsidiaries to, during the period from the date of this Agreement Plan of Merger and continuing until ending at the earlier of the Effective Time and the termination of this Agreement pursuant Plan of Merger in accordance with Article VII, except as expressly contemplated by this Plan of Merger or as required by applicable Law or with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), conduct its business in the ordinary course of business generally consistent with past practice in all material respects, and, to the extent consistent therewith, Company shall, and shall cause each of the Company Subsidiaries to, use its terms or commercially reasonable efforts to preserve substantially intact its and the Company Subsidiaries' business organization and advantageous business relationships. Without limiting the generality of the foregoing, between the date of this Plan of Merger and ending at the earlier of the Effective TimeTime and the termination of this Plan of Merger in accordance with Article VII, except as otherwise expressly contemplated by this Plan of Merger or as set forth in Section 5.1 of the Company Disclosure Letter or as required by applicable Law, Company shall not do not, nor shall it permit any of the following and Company Subsidiaries to, without the prior written consent of Purchaser (which consent shall not permit its subsidiaries to do any of the following:be unreasonably withheld, conditioned or delayed):

Conduct of Business by Company. 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 and shall otherwise consent in writing (which consent or refusal to grant consent shall not be unreasonably delayed), 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 laws and regulations, pay its Liabilities and Taxes when due (subject to good faith disputes over such Liabilities or Taxes), pay or perform other 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, consultants, licensors, licensees and others with which it has significant business dealings. In addition, the Company shall promptly notify Parent 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 or refusal to grant consent shall not be unreasonably delayed), except as permitted or required by this Agreement and except as provided in Section 4.1 cause each of the Company ScheduleSubsidiaries to, during the period from the date of this Agreement Plan of Merger and continuing until ending at the earlier of the Effective Time and the termination of this Agreement pursuant Plan of Merger in accordance with Article VII, except as expressly contemplated by this Plan of Merger or as required by applicable Law or with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), conduct its business in the ordinary course of business generally consistent with past practice in all material respects, and, to the extent consistent therewith, Company shall, and shall cause each of the Company Subsidiaries to, use its terms or commercially reasonable efforts to preserve substantially intact its and the Company Subsidiaries' business organization and advantageous customer and business relationships and keep available the services of the present officers and employees. Without limiting the generality of the foregoing, between the date of this Plan of Merger and ending at the earlier of the Effective TimeTime and the termination of this Plan of Merger in accordance with Article VII, except as otherwise expressly contemplated by this Plan of Merger or as set forth in Section 5.1 of the Company Disclosure Letter or as required by applicable Law, Company shall not do not, nor shall it permit any of the following and Company Subsidiaries to, without the prior written consent of Purchaser (which consent shall not permit its subsidiaries to do any of the following:be unreasonably withheld, conditioned or delayed):

Conduct of Business by Company. 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 and shall otherwise consent in writing (which consent or refusal to grant consent shall not be unreasonably delayed), 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 laws and regulations, pay its Liabilities and Taxes when due (subject to good faith disputes over such Liabilities or Taxes), pay or perform other 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, consultants, licensors, licensees and others with which it has significant business dealings. In addition, the Company shall promptly notify Parent 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 or refusal to grant consent shall not be unreasonably delayed), except as permitted or required by this Agreement and except as provided in Section 4.1 cause each of the Company ScheduleSubsidiaries to, during the period from the date of this Agreement Plan of Merger and continuing until ending at the earlier of the Effective Time and the termination of this Agreement pursuant Plan of Merger in accordance with Article VII, except as expressly contemplated by this Plan of Merger or as required by applicable Law or with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), conduct its business in the ordinary course of business generally consistent with past practice in all material respects, and, to the extent consistent therewith, Company shall, and shall cause each of the Company Subsidiaries to, use its terms or commercially reasonable efforts to preserve substantially intact its and the Company Subsidiaries’ business organization and advantageous customer and business relationships and keep available the services of the present officers and employees. Without limiting the generality of the foregoing, between the date of this Plan of Merger and ending at the earlier of the Effective TimeTime and the termination of this Plan of Merger in accordance with Article VII, except as otherwise expressly contemplated by this Plan of Merger or as set forth in Section 5.1 of the Company Disclosure Letter or as required by applicable Law, Company shall not do not, nor shall it permit any of the following and Company Subsidiaries to, without the prior written consent of Purchaser (which consent shall not permit its subsidiaries to do any of the following:be unreasonably withheld, conditioned or delayed):

Conduct of Business by Company. 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, agrees (except to the extent that Parent shall otherwise consent in writing (which consent or refusal to grant consent shall not be unreasonably delayedwriting), to 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 laws and regulationsconducted, to pay its Liabilities debts and Taxes when due (subject to except for Taxes being contested in good faith disputes over such Liabilities or Taxesby appropriate proceedings diligently pursued and for which adequate reserves have been made), to pay or perform other obligations when due (including paying accounts payable when due), and and, to the extent consistent with such business, use its commercially all reasonable efforts consistent with past practices practice and policies to (i) preserve intact its the Company’s present business organization, (ii) keep available the services of its present officers and employees, other key Employees (other than as contemplated in this Agreement) and (iii) preserve its relationships with material customers, suppliers, distributors, consultants, licensors, licensees licensees, and others having material business dealings with which it has significant business dealingsit, all with the goal of preserving unimpaired the Company’s goodwill and ongoing businesses at the Effective Time. In addition, the The Company shall promptly notify Parent of (a) any event, occurrence or emergency not in the ordinary course of business of the Company, (b) any material event involving the Company or any of its business Subsidiaries and (c) any event involving the Company or operations occurring outside any of its Subsidiaries that could reasonably be expected to result in a Company Material Adverse Effect. Without limiting the ordinary course generality of business. In additionthe foregoing, except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent (which consent or refusal to grant consent shall not be unreasonably delayed), except as permitted or required by this Agreement and except as provided in Section 4.1 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 Time, Company shall not do any of the following and shall not permit its subsidiaries to do any of the followingParent:

Conduct of Business by Company. 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 consent or refusal to grant consent shall not be unreasonably delayed), 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 laws and regulations, pay its Liabilities and Taxes when due (subject to good faith disputes over such Liabilities or Taxes), pay or perform other obligations when duewill, 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, consultants, licensors, licensees and others with which it has significant business dealings. In addition, the Company shall promptly notify Parent 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 or refusal to grant consent shall not be unreasonably delayed), except as permitted or required by this Agreement and except as provided in Section 4.1 will cause each of the Company ScheduleSubsidiaries to, during the period from the date of this Agreement Plan of Merger and continuing until ending at the earlier of the Effective Time and the termination of this Agreement pursuant Plan of Merger in accordance with Article VII, except as expressly contemplated by this Plan of Merger or as required by applicable Law or with the prior written consent of Purchaser (which consent will not be unreasonably withheld, conditioned or delayed), conduct its business in the ordinary course of business generally consistent with past practice, and, to the extent consistent therewith, Company will, and will cause each of the Company Subsidiaries to, use its terms or commercially reasonable efforts to preserve substantially intact its and the Company Subsidiaries' business organization, to keep available the services of its and the Company Subsidiaries' current officers and employees, and to preserve its and the Company Subsidiaries' present relationships with customers, suppliers, vendors, licensors, licensees and other Persons having business relationships with it. Without limiting the generality of the foregoing, between the date of this Plan of Merger and ending at the earlier of the Effective TimeTime and the termination of this Plan of Merger in accordance with Article VII, except as otherwise expressly contemplated by this Plan of Merger or as set forth on Section 5.1 of the Company Disclosure Letter or as required by applicable Law, Company shall not do will not, nor will it permit any of the following and shall Company Subsidiaries to, without the prior written consent of Purchaser (which consent will not permit its subsidiaries to do any of the following:be unreasonably withheld, conditioned or delayed):

Conduct of Business by Company. 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 and shall otherwise consent in writing (which consent or refusal to grant consent shall not be unreasonably delayed), 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 laws and regulations, pay its Liabilities and Taxes when due (subject to good faith disputes over such Liabilities or Taxes), pay or perform other 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, consultants, licensors, licensees and others with which it has significant business dealings. In addition, the Company shall promptly notify Parent 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 or refusal to grant consent shall not be unreasonably delayed), except as permitted or required by this Agreement and except as provided in Section 4.1 cause each of the Company ScheduleSubsidiaries to, during the period from the date of this Agreement Plan of Merger and continuing until ending at the earlier of the Effective Time and the termination of this Agreement pursuant Plan of Merger in accordance with Article VII, except as expressly contemplated by this Plan of Merger, as required by applicable Law or with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), conduct its business in the ordinary course of business generally consistent with past practice in all material respects, and, to the extent consistent therewith, Company shall, and shall cause each of the Company Subsidiaries to, use its terms or commercially reasonable efforts to preserve substantially intact its and the Company Subsidiaries’ business organization and advantageous customer and business relationships and keep available the services of the present officers and employees. Without limiting the generality of the foregoing, between the date of this Plan of Merger and ending at the earlier of the Effective TimeTime and the termination of this Plan of Merger in accordance with Article VII, except as otherwise expressly contemplated by this Plan of Merger or as set forth in Section 5.1 of the Company Disclosure Letter or as required by applicable Law, Company shall not do not, nor shall it permit any of the following and Company Subsidiaries to, without the prior written consent of Purchaser (which consent shall not permit its subsidiaries to do any of the following:be unreasonably withheld, conditioned or delayed):

Conduct of Business by Company. 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 and shall otherwise consent in writing (which consent or refusal to grant consent shall not be unreasonably delayed), 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 laws and regulations, pay its Liabilities and Taxes when due (subject to good faith disputes over such Liabilities or Taxes), pay or perform other 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, consultants, licensors, licensees and others with which it has significant business dealings. In addition, the Company shall promptly notify Parent 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 or refusal to grant consent shall not be unreasonably delayed), except as permitted or required by this Agreement and except as provided in Section 4.1 cause each of the Company ScheduleSubsidiaries to, during the period from the date of this Agreement Plan of Merger and continuing until ending at the earlier of the Effective Time and the termination of this Agreement pursuant Plan of Merger in accordance with Article VII, except as permitted by this Plan of Merger, as required by applicable Law or with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), conduct its business in the ordinary course of business generally consistent with past practice in all material respects, and, to the extent consistent therewith, Company shall, and shall cause each of the Company Subsidiaries to, use its terms or commercially reasonable efforts to preserve substantially intact its and the Company Subsidiaries’ business organization and advantageous customer and business relationships and keep available the services of the present officers and employees. Without limiting the generality of the foregoing, between the date of this Plan of Merger and ending at the earlier of the Effective TimeTime and the termination of this Plan of Merger in accordance with Article VII, except as otherwise permitted by this Plan of Merger or as set forth in Section 5.1 of the Company Disclosure Letter or as required by applicable Law, Company shall not do not, nor shall it permit any of the following and Company Subsidiaries to, without the prior written consent of Purchaser (which consent shall not permit its subsidiaries to do any of the following:be unreasonably withheld, conditioned or delayed):