Common use of Conduct of Business by Company Clause in Contracts

Conduct of Business by Company. (a) Company covenants and agrees that, between the date of this Agreement and the earlier to occur of the Company Merger Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1 (the “Interim Period”), except (v) to the extent required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company or any Company Subsidiary, (w) to the extent action is reasonably taken (or reasonably omitted) in response to COVID-19 or Public Health Measures, provided that such action (or omission) is reasonably consistent with Company’s and the Company Subsidiaries’ actions taken (or omitted) prior to the date hereof in response to COVID-19 or Public Health Measures and consulted in advance with Parent in good faith, (x) as may be consented to in advance in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (y) as may be expressly required pursuant to this Agreement, or (z) as otherwise set forth in Section 6.1 of the Company Disclosure Letter, Company shall, and shall cause each of the Company Subsidiaries to, (i) conduct its business in all material respects in the ordinary course and in a manner consistent with past practice, (ii) use its commercially reasonable efforts to (A) maintain its material assets and properties in their current condition (normal wear and tear and damage caused by casualty or by any reason outside of the Company’s or any Company Subsidiary’s control excepted), (B) preserve intact in all material respects its current business organization, goodwill, ongoing businesses and significant relationships with third parties, (C) keep available the services of its present officers and (D) maintain all Company Insurance Policies and (iii) maintain the status of the Company as a REIT.

Conduct of Business by Company. (a) Each Company Party covenants and agrees that, between the date of this Agreement and the earlier to occur of the Company Parent Merger Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1 (the “Interim Period”), except (v) to the extent required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company or any Company SubsidiaryLaw, (w) to the extent action is reasonably taken (or reasonably omitted) in response to COVID-19 or Public Health Measures, provided that such action (or omission) is reasonably consistent with Company’s and the Company Subsidiaries’ actions taken (or omitted) prior to the date hereof in response to COVID-19 or Public Health Measures and consulted in advance with Parent in good faith, (x) as may be consented to in advance in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (y) as may be expressly required or permitted pursuant to this Agreement, or (z) as otherwise set forth in Section 6.1 6.1(a) of the Disclosure Letter or Section 6.1(b), the Company Disclosure Letter, Company Parties shall, and shall cause each of the other Company Subsidiaries to, (i) conduct its business in all material respects in the ordinary course and in a manner of business consistent with past practice, practice and (ii) use its commercially reasonable efforts to (A) maintain its material assets and properties in their current condition in all material respects (normal wear and tear and damage caused by casualty or by any reason outside of the Company’s or any Company Subsidiary’s control excepted), (B) maintain and preserve intact in all material respects its current business organization, business records (including records relating to the ownership, leasing and financing of each Company Property), goodwill, ongoing businesses and significant business relationships (including its goodwill and relationships with third partiestenants), (C) subject to Section 6.1(b)(ix), keep available the services of its present officers and key employees, (D) maintain all Company Insurance Policies and (iii) maintain the status of the Company as a REIT, (E) maintain in full force and effect the existing insurance policies in all material respects or replace such insurance policies in all material respects with comparable insurance policies covering Company or any Company Subsidiary and their respective properties, assets and businesses (including the Company Properties), (F) screen or conduct background checks in all material respects consistent with past practice prior to entering into any lease with any Person with respect to any Company Property or any portion thereof, (G) collect rents when due from any Person with respect to any Company Property or any portion thereof, (H) as necessary and consistent with past practice, commence eviction proceedings with respect to any Persons using or occupying Company Property or any portion thereof and (I) remain in compliance in all material respects with the terms, covenants and provisions of any Existing Company Indebtedness.

Conduct of Business by Company. (a) Company covenants and agrees that, between the date of this Agreement and the earlier to occur of the Company Merger Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1 (the “Interim Period”), except (v) to the extent required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company or any Company Subsidiary, (w) to the extent action is reasonably taken (or reasonably omitted) in response to COVID-19 or Public Health COVID-19 Measures, provided that such action (or omission) is reasonably consistent with Company’s and the Company Subsidiaries’ actions taken (or omitted) prior to the date hereof in response to COVID-19 or Public Health COVID-19 Measures and consulted discussed in advance with Parent in good faithParent, (x) as may be consented to in advance in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (y) as may be expressly required or expressly permitted pursuant to this Agreement, or (z) as otherwise set forth in Section 6.1 of the Company Disclosure Letter, Company shall, and shall cause each of the Company Subsidiaries to, (i) conduct its business in all material respects in the ordinary course and in a manner consistent with past practice, and (ii) use its commercially reasonable efforts to (A) maintain its material assets and properties in their current condition (normal wear and tear and damage caused by casualty or by any reason outside of the Company’s or any Company Subsidiary’s control excepted), (B) preserve intact in all material respects its current business organization, goodwill, ongoing businesses and significant relationships with third parties, (C) keep available the services of its present officers and officers, (D) maintain all Company Insurance Policies and (iiiE) maintain the status of the Company as a REIT.

Conduct of Business by Company. (a) Company covenants and agrees thatExcept as expressly permitted by this Agreement, between the date of this Agreement and the earlier to occur of the Company Merger Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1 (the “Interim Period”), except (v) to the extent as required by applicable Law Law, or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company or any Company Subsidiary, (w) to the extent action is reasonably taken (or reasonably omitted) in response to COVID-19 or Public Health Measures, provided that such action (or omission) is reasonably consistent with Company’s and the Company Subsidiaries’ actions taken (or omitted) prior to the date hereof in response to COVID-19 or Public Health Measures and consulted in advance with Parent in good faith, (x) as may be consented to in advance in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned, provided that if Parent does not respond to the Company’s written request within five business days, Parent shall be deemed to have consented to the action or omission requested), (y) as may be expressly required pursuant to during the period from the date of this AgreementAgreement until the Effective Time, or (z) as otherwise set forth in Section 6.1 of the Company Disclosure Letter, Company shall, and shall cause each of the Company its Subsidiaries to, (iw) conduct its business only in the ordinary course consistent with past practice (except for such transactions as listed in Section 5.2 of the Company Disclosure Schedule), (x) comply in all material respects in with all applicable Laws and the ordinary course requirements of this Agreement and in a manner consistent with past practiceall Company Contracts, (iiy) use its commercially reasonable efforts to (A) maintain its material assets and properties in their current condition (normal wear and tear and damage caused by casualty or by any reason outside of the Company’s or any Company Subsidiary’s control excepted), (B) preserve intact in all material respects its current business organization, goodwill, ongoing businesses organization and significant the goodwill of those having business relationships with third parties, (C) keep available it and retain the services of its present officers and (D) maintain all key employees, in each case, to the end that its goodwill and ongoing business shall be unimpaired and pass to the Surviving Company Insurance Policies intact at the Effective Time, and (iiiz) maintain keep in full force and effect all insurance policies maintained by the status Company and its Subsidiaries. Without limiting the generality of the foregoing, except as expressly permitted by this Agreement, as required by applicable Law or as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned, provided that if Parent does not respond to the Company’s written request within five business days, Parent shall be deemed to have consented to the action or omission requested), during the period from the date of this Agreement to the Effective Time, the Company as a REIT.shall not, and shall not cause or permit any of its Subsidiaries to:

Conduct of Business by Company. (a) Company covenants and agrees that, between the date of this Agreement and the earlier to occur of the Company Merger Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1 (the “Interim Period”), except (v) to the extent required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company or any Company Subsidiary, (w) to the extent action is reasonably taken (or reasonably omitted) in response to COVID-19 or Public Health COVID-19 Measures, provided that such action (or omission) is reasonably consistent with Company’s and the Company Subsidiaries’ actions taken (or omitted) prior to the date hereof in response to COVID-19 or Public Health COVID-19 Measures and consulted discussed in advance with Parent in good faithParent, (x) as may be consented to in advance in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (y) as may be expressly required or expressly permitted pursuant to this Agreement, or (z) as otherwise set forth in Section 6.1 of the Company Disclosure Letter, Company shall, and shall cause each of the Company Subsidiaries to, (i) conduct its business in all material respects in the ordinary course and in a manner consistent with past practice, and (ii) use its commercially reasonable efforts to (A) maintain its material assets and properties in their current condition (normal wear and tear and damage caused by casualty or by any reason outside of the Company’s or any Company Subsidiary’s control excepted), (B) preserve intact in all material respects its current business organization, goodwill, ongoing businesses and significant relationships with third parties, (C) keep available the services of its present officers and officers, (D) maintain all Company Insurance Policies and (iiiE) maintain the status of the Company as a REIT.. 75

Conduct of Business by Company. (a) Company covenants and agrees that, between the date of this Agreement and the earlier to occur of the Company Merger Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1 (the “Interim Period”), except (v) Prior to the extent required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company or any Company SubsidiaryEffective Time, (w) to the extent action is reasonably taken (or reasonably omitted) in response to COVID-19 or Public Health Measures, provided that such action (or omission) is reasonably consistent with Company’s and the Company Subsidiaries’ actions taken (or omitted) prior to the date hereof in response to COVID-19 or Public Health Measures and consulted in advance with unless Parent in good faith, (x) as may be consented to in advance otherwise agrees in writing by Parent (which consent agreement shall not be unreasonably withheld, delayed withheld or conditioneddelayed), (y) as may be expressly required pursuant to this Agreement, or (z) as otherwise set forth expressly contemplated or permitted by this Agreement or as disclosed in Section 6.1 of the Company Disclosure LetterStatement, Company shall, and shall cause each of the Company its Subsidiaries to, (ia) conduct maintain its business existence in all material respects in good standing (to the extent that the laws of the jurisdiction of its formation recognize the concept of good standing) under the laws of the jurisdiction of its incorporation, (b) operate its Business only in, not take any action except in, and maintain its facilities, including the Specified Manufacturing Facilities in, the ordinary course and in a manner of business consistent with past practice, (iic) maintain and preserve its business organization and its material rights and franchises, (d) use its commercially reasonable efforts to retain the services of its current officers and key employees, (Ae) use commercially reasonable efforts to maintain relationships and goodwill with customers, suppliers, lessees, joint venture partners, licensees, lessors, licensors, clinical collaborators and other third parties, including Government Agencies, (f) comply with all applicable Law including for the filing of Tax Returns, the withholding of Taxes, and the payment of Tax installments due prior to the Effective Date and the timely filing of all reports, forms, or other documents with the System for Electronic Document Analysis and Retrieval (SEDAR) as required by the securities regulatory authorities in Canada (g) maintain all of its material operational assets and properties in their current condition (normal wear and tear excepted) to the end that the goodwill and damage caused by casualty or by ongoing business of Company and its Subsidiaries shall not be impaired in any reason outside material respect, (h) use commercially reasonable efforts to ensure that, at the Effective Time, Company has Working Capital of at least $90,000,000 and Net Cash of at least $30,000,000. Without limiting the generality of the foregoing, Company shall (unless Parent otherwise agrees in writing (which agreement shall not be unreasonably withheld or delayed and which agreement shall be deemed to have been given if Parent fails to object in writing within 2 Business Days after request from Company’s or any Company Subsidiary’s control excepted), (B) preserve intact or as otherwise expressly contemplated or permitted by this Agreement or as disclosed in all material respects its current business organization, goodwill, ongoing businesses and significant relationships with third parties, (C) keep available the services of its present officers and (D) maintain all Company Insurance Policies and (iii) maintain the status of the Company as a REIT.Disclosure Statement):