Common use of Conduct of Business by the Company Pending the Closing Clause in Contracts

Conduct of Business by the Company Pending the Closing. The Company agrees that between the date hereof and the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 8.1, except as set forth in Section 5.1 of the Company Disclosure Letter, as specifically permitted or required by this Agreement, as required by applicable Law or as consented to in writing by Parent (with respect to clauses (i) (with respect to the organizational documents of any Company Subsidiary only), (iv), (v), (ix), (x), (xi), (xii), (xiii), (xvi), (xvii), (xxi)(xxii), (xxiv) and (xxviii) or (xxviii) with respect to any of the foregoing of Section 5.1(b) only, such consent not to be unreasonably withheld, conditioned or delayed), the Company (a) shall and shall cause each Company Subsidiary to, use reasonable best efforts to conduct its business in all material respects in the ordinary course of business consistent with past practice, including by (1) preserving intact its and their present business organizations, goodwill and ongoing businesses, (2) keeping available the services of its and their present officers and other key employees (other than where termination of such services is for cause) and (3) preserving its and their relationships with customers, suppliers, vendors, resellers, licensors, licensees, Governmental Entities, employees and other Persons with whom it and they have material business relations (it being agreed by the Parties that with respect to the matters specifically addressed by any provision of Section 5.1(b), such specific provisions shall govern over the more general provision of this Section 5.1(a)); and (b) shall not, nor shall the Company permit any Company Subsidiary to:

Conduct of Business by the Company Pending the Closing. The Company agrees that between the date hereof and the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 8.19.1, except as set forth in Section 5.1 6.1 of the Company Disclosure Letter, as specifically permitted or required by this Agreement or the Letter Agreement, as required by applicable Law or as consented to in writing by Parent (with respect to clauses (i) (with respect to the organizational documents of any Company Subsidiary only), (iv), (v), (ix), (x), (xi), (xii), (xiii), (xiv), (xvi), (xvii), (xxi)(xxiixix), (xxivxxii) and (xxviiixxiv) or (xxviii) with respect to any of the foregoing of Section 5.1(b6.1(b) only, such consent not to be unreasonably withheld, conditioned or delayed), the Company (a) shall shall, and shall cause each Company Subsidiary to, use reasonable best efforts to conduct its business in all material respects in the ordinary course of business consistent with past practicebusiness, including by (1i) preserving intact its and their present business organizations, goodwill and ongoing businesses, (2ii) keeping available the services of its and their present officers and other key employees (other than where termination of such services is for cause) and (3iii) preserving its and their relationships with customers, suppliers, vendors, resellers, licensors, licensees, Governmental Entities, employees Entities and other Persons with whom it and they have material business relations (it being agreed by the Parties that with respect to the matters specifically addressed by any provision of this Section 5.1(b), 6.1(b) such specific provisions shall govern over the more general provision of this Section 5.1(a6.1(a)); and (b) shall not, nor shall the Company permit any Company Subsidiary to:

Conduct of Business by the Company Pending the Closing. The Company agrees that between the date hereof and the earlier of the First Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 8.1, except as set forth in Section 5.1 of the Company Disclosure Letter, as specifically permitted or required by this Agreement, as required by applicable Law or as consented to in writing by Parent (with respect to clauses (i) (with respect to the organizational documents of any Company Subsidiary only), (iv), (v), (ix), (x), (xi), (xii), (xiii), (xiv), (xvi), (xvii), (xxi)(xxiixix), (xxivxxii) and (xxviiixxiv) (or (xxviiixxix) with respect to any of the foregoing foregoing) of Section 5.1(b) only, such consent not to be unreasonably withheld, conditioned or delayed), the Company (a) shall shall, and shall cause each Company Subsidiary to, use reasonable best efforts to conduct its business in all material respects in the ordinary course of business consistent with past practice, including by and use reasonable best efforts to (1i) preserving preserve intact its and their present business organizations, goodwill and ongoing businesses, (2ii) keeping keep available the services of its and their present officers and other key employees (other than where termination of such services is for cause) and (3iii) preserving preserve its and their relationships with customers, suppliers, vendors, resellers, licensors, licensees, Governmental Entities, employees and other Persons with whom it and they have material business relations (it being agreed by the Parties that with respect to the matters specifically addressed by any provision of Section 5.1(b), such specific provisions shall govern over the more general provision of this Section 5.1(a)); and (b) shall not, nor and shall the Company permit any cause each Company Subsidiary not to, directly or indirectly:

Conduct of Business by the Company Pending the Closing. The Company agrees that between From the date hereof and until the earlier of the Effective Time or Closing Date and the date, if any, on which termination of this Agreement is validly terminated pursuant to Section 8.1in accordance with Article VII, except (w) as set forth in Section 5.1 of the Company Disclosure Letter, as specifically permitted expressly contemplated or required by this Agreementhereunder, (x) as required by applicable Law or as Law, (y) if Parent shall have expressly consented to in advance in writing by Parent (with respect to clauses (i) (with respect to the organizational documents of any Company Subsidiary only), (iv), (v), (ix), (x), (xi), (xii), (xiii), (xvi), (xvii), (xxi)(xxii), (xxiv) and (xxviii) or (xxviii) with respect to any of the foregoing of Section 5.1(b) only, such consent not to be unreasonably withheld, conditioned or delayed), or (z) as set forth on the correspondingly numbered subsection of Section 5.1 of the Company Disclosure Schedule, (a1) shall the Company shall, and shall cause each Company Subsidiary its Subsidiaries to, use reasonable best efforts to (I) conduct its business in all material respects operations in the ordinary course of business consistent with past practicepractice and (II) (A) preserve the goodwill of the Company and its Subsidiaries and keep intact their respective material assets, including by properties and Contracts; (1B) preserving intact its and their present business organizations, goodwill and ongoing businesses, (2) keeping keep available the services of its and their present current officers and other key employees (other than where termination of such services is for cause) employees; and (3C) preserving its and their preserve the current relationships with key customers, suppliers, vendorsdistributors, resellerslessors, licensors, licensees, creditors, contractors, partners, service providers (including transload and transportation providers), Governmental Entities, employees Entities and other Persons persons with whom it the Company and they its Subsidiaries have material significant business relations relations; provided, however, that (it being agreed i) no action by the Parties that with respect Company or its Subsidiaries to the matters extent specifically addressed permitted by an exception to any provision of Section 5.1(2) shall be deemed a breach of this subclause Section 5.1(1) and (ii) any failure by the Company or any of its Subsidiaries to take any action specifically prohibited by any provision of Section 5.1(b), such specific provisions 5.1(2) shall govern over the more general provision not be deemed a breach of this Section 5.1(a5.1(1)); , and (b2) the Company shall not, nor and shall the Company permit any Company Subsidiary cause its Subsidiaries not to: