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 of this Agreement and the Effective Time, except as set forth in the Company Disclosure Schedule, as specifically permitted by any other provision of this Agreement or as required by applicable Law or the regulations or requirements of NASDAQ, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the Company will (A) conduct its operations in the ordinary and usual course of business substantially consistent with past practice and (B) use its commercially reasonable efforts to preserve substantially intact its business organization and goodwill, including maintaining channel and warehouse inventory at levels consistent with past practices and consistent with the Company’s business plans. Between the date of this Agreement and the Effective Time, the Company will periodically provide Parent updates regarding any material developments regarding the Company or its operations. Without limiting the foregoing, and as an extension thereof, except as set forth in the Company Disclosure Schedule, as specifically permitted by any other provision of this Agreement or as required by applicable Law or the regulations or requirements of NASDAQ, the Company shall not, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):

Conduct of Business by the Company Pending the Closing. The Company agrees that, that between the date of this Agreement and the Effective TimeTime or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, except (a) as set forth in Schedule 5.1 of the Company Disclosure ScheduleLetter, (b) as specifically required pursuant to or permitted by any other provision of this Agreement or Agreement, (c) as may be required by applicable Law or the regulations or requirements of NASDAQ, unless Parent shall otherwise consent (d) as consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the Company will (A) conduct its operations in the ordinary and usual course of business substantially consistent with past practice and (B) use its commercially reasonable efforts to preserve substantially intact its business organization and goodwill, including maintaining channel and warehouse inventory at levels consistent with past practices and consistent with the Company’s business plans. Between the date of this Agreement and the Effective Time, the Company will periodically provide Parent updates regarding any material developments regarding the Company or its operations. Without limiting the foregoing, and as an extension thereof, except as set forth in the Company Disclosure Schedule, as specifically permitted by any other provision of this Agreement or as required by applicable Law or the regulations or requirements of NASDAQ, the Company shall not, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned delayed or delayed):conditioned), the Company shall, and shall cause the Company Subsidiaries to, use commercially reasonable efforts to (i) preserve substantially intact the business organization of the Company and its Subsidiaries, (ii) preserve the assets and properties of the Company and its Subsidiaries in good repair and condition, (iii) keep available the services of its present officers, employees, independent contractors and consultants, and (iv) preserve substantially the current relationships of the Company and its Subsidiaries with merchants, customers, suppliers and other Persons with which the Company or any of its Subsidiaries has material business relations, and otherwise conduct its business in the ordinary course in all material respects. Without limiting the generality of the foregoing, except (a) as set forth in Schedule 5.1 of the Company Disclosure Letter, (b) as expressly required pursuant to or permitted by this Agreement, (c) as may be required by Law or pursuant to any agreement in effect on the date hereof, or (d) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company agrees that between the date of this Agreement and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, the Company shall not, and shall not permit any Company Subsidiary to:

Conduct of Business by the Company Pending the Closing. The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 5.1 of the Company Disclosure Schedule, Schedule or as specifically permitted or required by any other provision of this Agreement or as required by applicable Law or the regulations or requirements of NASDAQAgreement, unless Parent shall otherwise consent agree in writing (which consent agreement shall not be unreasonably withheld, conditioned delayed or delayedconditioned), the Company will, and will cause each Company Subsidiary and direct CPS to, (Ai) conduct its operations only in the ordinary and usual course of business substantially consistent and comply in all material respects with past practice all applicable Laws and the requirements of all Company Permits, (ii) make all appropriate voluntary disclosures to Governmental Entities in respect of any violation of Law that could reasonably be expected to result in a Company Material Adverse Effect, and (Biii) use its commercially reasonable efforts to (A) maintain and preserve substantially intact its business organization organization, assets, intangibles and goodwillproperties and preserve the goodwill of its business relationships with customers, including maintaining channel suppliers and warehouse inventory at levels others having substantial business dealings with it, (B) retain the services of its current officers and key employees, and (C) keep in full force and effect all insurance policies, other than in each case such changes made in the ordinary course of business consistent with past practices and consistent with the Company’s business plans. Between the date of this Agreement and the Effective Time, the Company will periodically provide Parent updates regarding any material developments regarding the Company or its operationspractice. Without limiting the foregoing, and as an extension thereof, except as set forth in Section 5.1 of the Company Disclosure Schedule, Schedule or as specifically permitted or required by any other provision of this Agreement or as required by applicable Law or the regulations or requirements of NASDAQAgreement, the Company shall notnot (unless required by applicable Law), and shall not permit any Company Subsidiary to, and direct CPS not to, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned):

Conduct of Business by the Company Pending the Closing. The Company agrees that, between the date of this Agreement and the Effective TimeTime or, except as set forth in Section 5.1 of the Company Disclosure Schedule, as specifically permitted contemplated by any other provision of this Agreement or as required by applicable Law or the regulations or requirements of NASDAQthe OTCQB, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the Company will (A) conduct its operations in the ordinary and usual course of business substantially consistent with past practice and (B) use its commercially reasonable efforts to preserve substantially intact its business organization and goodwill, including maintaining channel except that the Company may consummate an equity or debt financing on or after March 12, 2014 if the merger has not been consummated by March 12, 2014 (a “Permitted Financing”) as long as the terms and warehouse inventory at levels consistent with past practices conditions of such Permitted Financing are reasonable, customary and consistent with the Company’s business planscomparable market transactions and such Permitted Financing would not be an Acquisition Proposal. Between the date of this Agreement and the Effective Time, the Company will periodically provide Parent updates regarding any material developments regarding the Company or its operations. Without limiting the foregoing, and as an extension thereof, except as set forth in Section 5.1 of the Company Disclosure Schedule, as specifically permitted contemplated by any other provision of this Agreement or as required by applicable Law or the regulations or requirements of NASDAQthe OTCQB, the Company shall not, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):

Conduct of Business by the Company Pending the Closing. The Company Seller covenants and agrees that, between the date of this Agreement and the Effective Time, except as set forth in earlier to occur of the Company Disclosure Schedule, as specifically permitted by any other provision Closing and the termination of this Agreement or as required by applicable Law or the regulations or requirements of NASDAQpursuant to its terms, unless Parent Buyer shall otherwise specifically consent in writing in advance (which provided that such consent shall only be requested and provided if consistent with applicable Law and provided further that such consent shall not be unreasonably withheld, conditioned or delayed), or unless otherwise expressly provided for by this Agreement, Seller shall cause the Company will to (Ai) conduct its operations business only in the ordinary and usual course of business substantially and in a manner consistent with past practice and (Bii) conduct its business in compliance with all applicable Laws and Orders. Seller shall cause the Company to use its commercially reasonable efforts to (A) preserve substantially intact its the business organization and goodwillassets and Intellectual Property of the Company, including maintaining channel (B) keep available the services of the Company’s present officers, employees, consultants, sales representatives, distributors and warehouse inventory at levels sales agents (other than terminations in the ordinary course of business consistent with past practices practice), (C) maintain in effect Material Contracts (other than those Material Contracts that expire in accordance with their terms or terminations expressly provided for by this Agreement), and consistent with (D) preserve the Company’s business plans. Between the date of this Agreement present relationships with advertisers, publishers, sponsors, customers, licensees, suppliers, sales representatives, distributors and the Effective Time, other Persons with which the Company will periodically provide Parent updates regarding any material developments regarding has business relations. By way of amplification and not limitation, Seller shall cause the Company or its operations. Without limiting the foregoing, and as an extension thereof, except as set forth in the Company Disclosure Schedule, as specifically permitted by any other provision of this Agreement or as required by applicable Law or the regulations or requirements of NASDAQ, the Company shall to not, between the date of this Agreement and the Effective Timeearlier to occur of the Closing and the termination of this Agreement pursuant to its terms, directly or indirectly, indirectly do, or agree propose to do, any of the following without the prior written consent of Parent Buyer (which provided that such consent shall only be requested and provided if consistent with applicable Law and provided further that such consent shall not be unreasonably withheld, conditioned or delayed):), unless otherwise expressly provided for by this Agreement or otherwise expressly set forth in Section 6.1 of the Seller Disclosure Schedule:

Conduct of Business by the Company Pending the Closing. The Company agrees that, between Between the date of this Agreement and the earlier of the Effective TimeTime and the termination of this Agreement in accordance with Article 7, except (1) for any Permitted Action, (2) as set forth in Section 5.1 of the Company Disclosure Schedule, (3) as specifically permitted required by Law or Order, (4) for any action taken to comply with any COVID-19 Measures, (5) as otherwise expressly contemplated by any other provision of this Agreement Agreement, or as required by applicable Law or (6) with the regulations or requirements prior written consent of NASDAQParent (other than with respect to Sections 5.1(e) and 5.1(l)(i), unless Parent shall otherwise consent in writing (which consent shall not to be unreasonably withheld, conditioned or delayed), the Company will, and will cause each of its Subsidiaries to, (Ai) conduct its operations in all material respects in the ordinary and usual course of business substantially consistent with past practice business, and (Bii) use its commercially reasonable efforts to preserve substantially intact its business organization keep available the services of the current officers, employees and goodwill, including maintaining channel and warehouse inventory at levels consistent with past practices and consistent with the Company’s business plans. Between the date consultants of this Agreement and the Effective Time, the Company will periodically provide Parent updates regarding any material developments regarding and each of its Subsidiaries and to preserve the goodwill and current relationships of the Company and each of its Subsidiaries with customers, suppliers and other Persons with which the Company or any of its operationsSubsidiaries has significant business relations. Without limiting the foregoing, and as an extension thereofexcept (v) for any Permitted Action, except (w) as set forth in Section 5.1 of the Company Disclosure Schedule, (x) as specifically permitted required by Law or Order, (y) for any action taken to comply with any COVID-19 Measures or (z) as otherwise expressly contemplated by any other provision of this Agreement or as required by applicable Law or the regulations or requirements of NASDAQAgreement, the Company shall not, and shall not permit any of its Subsidiaries to, between the date of this Agreement and the earlier of the Effective TimeTime and the termination of this Agreement in accordance with Article 7, directly or indirectly, do, or agree to do, take any of the following actions without the prior written consent of Parent (which consent shall not to be unreasonably withheld, conditioned or delayed):

Conduct of Business by the Company Pending the Closing. The Except as set forth in the Company agrees thatDisclosure Schedule or as otherwise expressly contemplated hereby, between without the prior written consent of Parent, from the date hereof until the Appointment Time, the Company shall, and shall cause each Company Subsidiary to, conduct its business in all material respects in the ordinary course consistent with past practice, and shall (i) use all commercially reasonable efforts to preserve intact its present business organization and assets, (ii) maintain in effect all material Permits that are required for the Company or such Company Subsidiary to carry on its business, (iii) use all commercially reasonable efforts to keep available the services of this Agreement its present officers, key employees and independent contractors, (iv) use all commercially reasonable efforts to preserve existing relationships with its material customers, lenders, suppliers and other Persons having material business relationships with it, (v) use all commercially reasonable efforts to maintain and keep its properties in as good repair and condition as at present, ordinary wear and tear excepted, (vi) use all commercially reasonable efforts to keep in full force and effect insurance and bonds comparable in amount and scope of coverage to that now maintained by it; provided, however, that Company shall not renew existing insurance policies and/or, except as contemplated in Section 5.14(b), purchase new insurance policies for directors’ and officers’ liabilities at an aggregate annual premium cost equal to or in excess of the Effective Timecurrent annual premiums paid by the Company on its existing policies, (vii) perform in all material respects all obligations required to be performed by it under all material contracts, leases and documents relating to or affecting its assets, properties and business, (viii) comply with and perform in all material respects all obligations and duties imposed on it by all applicable Laws, and (ix) not take any action or fail to take any action which individually or in the aggregate would be reasonably likely to have a Company Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth in the Company Disclosure Schedule, as specifically permitted by any other provision of this Agreement Schedule or as required otherwise expressly contemplated by applicable Law or the regulations or requirements of NASDAQthis Agreement, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the Company will (A) conduct its operations in the ordinary and usual course of business substantially consistent with past practice and (B) use its commercially reasonable efforts to preserve substantially intact its business organization and goodwill, including maintaining channel and warehouse inventory at levels consistent with past practices and consistent with the Company’s business plans. Between from the date of this Agreement and hereof until the Effective Appointment Time, without the Company will periodically provide Parent updates regarding any material developments regarding the Company or its operations. Without limiting the foregoing, and as an extension thereof, except as set forth in the Company Disclosure Schedule, as specifically permitted by any other provision prior written consent of this Agreement or as required by applicable Law or the regulations or requirements of NASDAQParent, the Company shall not, between the date of this Agreement and the Effective Timenor shall it permit any Company Subsidiary, directly or indirectly, do, or agree to do, any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):to:

Conduct of Business by the Company Pending the Closing. The Company agrees that, that between the date of this Agreement and the Company Merger Effective TimeTime or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, except (a) as set forth in Section 5.1 of the Company Disclosure ScheduleLetter, (b) as specifically permitted by any other provision of required pursuant to this Agreement (including Section 6.13 or in response to requests of Parent or the Debt Financing Sources pursuant to Section 6.13), (c) as may be required by applicable Law or the regulations or requirements of NASDAQ, unless Parent shall otherwise consent (d) as consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the Company will (A) conduct its operations in the ordinary and usual course of business substantially consistent with past practice and (B) use its commercially reasonable efforts to preserve substantially intact its business organization and goodwill, including maintaining channel and warehouse inventory at levels consistent with past practices and consistent with the Company’s business plans. Between the date of this Agreement and the Effective Time, the Company will periodically provide Parent updates regarding any material developments regarding the Company or its operations. Without limiting the foregoing, and as an extension thereof, except as set forth in the Company Disclosure Schedule, as specifically permitted by any other provision of this Agreement or as required by applicable Law or the regulations or requirements of NASDAQ, the Company shall not, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned delayed or delayed):conditioned), the Company shall, and shall cause each of the Company Subsidiaries to, (x) conduct its business in all material respects in the ordinary course of business consistent with past practice and (y) use their respective reasonable best efforts to maintain in all material respects their assets and properties in their current condition (ordinary wear and tear excepted), preserve their business organizations intact in all material respects, and maintain existing relations and goodwill with Governmental Entities, alliances, customers, lenders, tenants and business associates in all material respects. Without limiting the generality of the foregoing, and except (i) as set forth in Section 5.1 of the Company Disclosure Letter, (ii) as required pursuant to this Agreement (including Section 6.13 or in response to requests of Parent or the Debt Financing Sources pursuant to Section 6.13), (iii) as required by Law or (iv) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), between the date of this Agreement and the Company Merger Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, the Company shall not, and shall not permit any Company Subsidiary to, directly or indirectly:

Conduct of Business by the Company Pending the Closing. The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 5.1 of the Company Disclosure Schedule, as specifically expressly permitted or contemplated by any other provision of this Agreement or as required by applicable Law or the regulations or requirements of NASDAQthe NYSE, unless Parent shall otherwise consent agree in writing (which consent agreement shall not be unreasonably withheld, conditioned withheld or delayed), the Company will, and will cause each Company Subsidiary to, (A) conduct its operations in the ordinary and usual course of business substantially consistent with past practice (including with respect to underwriting matters, except that the Company and the Company Subsidiaries may make changes in underwriting matters or reduce prices in response to competitive activities by Parent or the Parent Subsidiaries or otherwise arising from announcement of the transactions contemplated hereby), (B) use its commercially reasonable efforts to maintain its relationships with officers, key employees and customers and to renew policies with current insureds and (C) use its commercially reasonable efforts to preserve substantially intact its business organization and goodwill, including maintaining channel and warehouse inventory at levels consistent with past practices and consistent with the Company’s business plans. Between the date of this Agreement and the Effective Time, the Company will periodically provide Parent updates regarding any material developments regarding the Company or its operations. Without limiting the foregoing, and as an extension thereof, except as set forth in Section 5.1 of the Company Disclosure Schedule, as specifically expressly permitted or contemplated by any other provision of this Agreement or as required by applicable Law or the regulations or requirements of NASDAQthe NYSE, the Company shall not, and shall not permit any Company Subsidiary to, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned withheld or delayed):

Conduct of Business by the Company Pending the Closing. The Company agrees that, between Between the date of this Agreement and the Effective TimeClosing or, except as set forth in on Schedule 7.1 of the Company Disclosure ScheduleSchedules, as specifically permitted contemplated by any other provision of this Agreement or as required by applicable Law or the regulations or requirements of NASDAQLegal Requirements, unless Parent Buyer shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Sellers shall and shall, and shall cause the Company will and the Subsidiaries to (A) conduct its the operations of the Company and the Subsidiaries in the ordinary and usual course Ordinary Course of business substantially consistent with past practice and Business (including using commercially reasonable efforts to keep available the services of the Employees), (B) use its commercially reasonable efforts to preserve substantially intact its the Company’s and the Subsidiaries’ business organization and goodwillthe goodwill of those having business relationships with them, including maintaining channel material suppliers, distributors, licensors, licensees and warehouse inventory at levels consistent with past practices others to whom the Company or a Subsidiary has contractual obligations or material business dealings, so that all such relationships and consistent with the Company’s business plans. Between goodwill will be preserved after the date of this Agreement Agreement, (C) use commercially reasonable efforts to protect, prosecute, maintain and enforce against infringement the Company Intellectual Property (including not waiving any rights, and taking affirmative actions to preserve any claims, relating to the Company Intellectual Property), and (D) use commercially reasonable efforts to comply with applicable Legal Requirements and the Effective Time, the Company will periodically provide Parent updates regarding any material developments regarding the Company or its operationsrequirements of all Material Contracts. Without limiting the foregoing, and as an extension thereof, except as set forth in on Schedule 7.1 of the Company Disclosure ScheduleSchedules, as specifically permitted contemplated by any other provision of this Agreement or as required by applicable Law or the regulations or requirements of NASDAQLegal Requirements, the Company shall not, between the date of this Agreement and the Effective TimeClosing, directly or indirectly, do, or agree to do, do any of the following without the prior written consent of Parent Buyer (which consent shall not be unreasonably withheld, conditioned or delayed):

Conduct of Business by the Company Pending the Closing. The Company agrees that, between Between the date of this Agreement and the earlier of the Effective TimeTime and the termination of this Agreement in accordance with Article 7, except as set forth in Section 5.1 of the Company Disclosure Schedule, as specifically permitted required by applicable Law or as otherwise expressly required by any other provision of this Agreement Agreement, or as required by applicable Law or with the regulations or requirements prior written consent of NASDAQ, unless Parent shall otherwise consent in writing (which consent shall not to be unreasonably withheld, conditioned or delayed), the Company will, and will cause each of its Subsidiaries to, (Ai) conduct its operations only in the ordinary and usual course of business substantially in a manner consistent with past practice (except as otherwise required by this Agreement or required or recommended by any Governmental Entity to mitigate, or attempt to mitigate, health and safety risks associated with COVID-19), (Bii) use its commercially reasonable efforts to preserve substantially intact its business organization (x) keep available the services of the current officers, employees and goodwill, including maintaining channel and warehouse inventory at levels consistent with past practices and consistent with the Company’s business plans. Between the date consultants of this Agreement and the Effective Time, the Company will periodically provide Parent updates regarding any material developments regarding and each of its Subsidiaries and to preserve the goodwill and current relationships of the Company and each of its Subsidiaries with customers, suppliers and other Persons with which the Company or any of its operationsSubsidiaries has business relations, and (y) maintain and preserve intact its current operations and material assets. Without limiting the foregoing, and as an extension thereof, except as set forth in Section 5.1 of the Company Disclosure Schedule, as specifically permitted required by applicable law or as otherwise expressly required by any other provision of this Agreement or as required by applicable Law or the regulations or requirements of NASDAQAgreement, the Company shall not, and shall not permit any of its Subsidiaries to, between the date of this Agreement and the earlier of the Effective TimeTime and the termination of this Agreement in accordance with Article 7, directly or indirectly, do, or agree to do, take any of the following actions without the prior written consent of Parent (which consent shall not to be unreasonably withheld, conditioned or delayed):

Conduct of Business by the Company Pending the Closing. The Company agrees that, between the date of this Agreement and the earlier of (A) the Effective TimeTime or (B) the date of termination of this Agreement, except as set forth in the Company Disclosure Schedule, as specifically permitted by any other provision of this Agreement Agreement, unless Parent shall otherwise agree in writing or as required by applicable Law or the regulations or requirements of NASDAQ, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed)Law, the Company will, and will cause each Company Subsidiary to, (Ai) conduct its operations in all material respects only in the ordinary and usual course of business substantially consistent with past practice practice, and shall not take any action inconsistent therewith or with this Agreement, (Bii) use its commercially reasonable best efforts to keep available the services of the current officers, employees and consultants of the Company and each Company Subsidiary and to preserve the current relationships of the Company and each Company Subsidiary with such of the customers, suppliers, distributors, business partners and other Persons with which the Company or any Company Subsidiary has business relations, (iii) have in effect and maintain in all material respects at all times, insurance substantially intact its business organization of the kinds and goodwill, including maintaining channel and warehouse inventory at levels consistent with past practices and consistent with in the Company’s business plans. Between amounts as is in effect as of the date of this Agreement Agreement, and the Effective Time(iv) keep substantially in working condition and good order and repair all of its material assets and other material properties, the Company will periodically provide Parent updates regarding any material developments regarding the Company or its operationsnormal wear and tear excepted. Without limiting the foregoing, and as an extension thereof, except as set forth in the Company Disclosure Schedule, as specifically permitted by any other provision of this Agreement or as required by applicable Law or the regulations or requirements of NASDAQAgreement, the Company shall not, and shall not permit any Company Subsidiary to, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, any of the following without the Parent’s prior written consent consent, unless required by applicable Law or in accordance with the Company’s 2006 capital budget set forth on Section 6.1 of Parent the Company Disclosure Schedule or as otherwise set forth on Section 6.1 of the Company Disclosure Schedule (which consent shall not be unreasonably withheld, conditioned or delayedwith each exception specifically identified by paragraph number):

Conduct of Business by the Company Pending the Closing. The Company agrees that, between Between the date of this Agreement and the earlier of the Effective TimeTime and the termination of this Agreement in accordance with Article 7, except for any Permitted Action or as set forth in Section 5.1 of the Company Disclosure Schedule, Schedule or as specifically permitted otherwise expressly required by any other provision of this Agreement Agreement, or as required by applicable Law or with the regulations or requirements prior written consent of NASDAQ, unless Parent shall otherwise consent in writing (which consent shall not to be unreasonably withheld, conditioned or delayed), the Company will, and will cause each of its Subsidiaries to, use its reasonable best efforts to (Ai) conduct its operations in all material respects in the ordinary and usual course of business substantially in a manner consistent with past practice and practice, (Bii) use its commercially reasonable efforts to preserve substantially intact its and its Subsidiaries’ business organization organizations, assets and goodwillproperties in all material respects, including maintaining channel (iii) keep available the services of the current officers, employees and warehouse inventory at levels consistent with past practices and consistent with the Company’s business plans. Between the date consultants of this Agreement and the Effective Time, the Company will periodically provide Parent updates regarding any material developments regarding and each of its Subsidiaries and (v) preserve the goodwill and current relationships of the Company and each of its Subsidiaries with customers, suppliers, lessors, licensors, creditors, contractors and other Persons, in each case with which the Company or any of its operationsSubsidiaries has significant business relations. Without limiting the foregoing, and as an extension thereof, except for any Permitted Action or as set forth in Section 5.1 of the Company Disclosure Schedule, Schedule or as specifically permitted otherwise expressly required by any other provision of this Agreement or as required by applicable Law or the regulations or requirements of NASDAQAgreement, the Company shall not, and shall not permit any of its Subsidiaries to, between the date of this Agreement and the earlier of the Effective TimeTime and the termination of this Agreement in accordance with Article 7, directly or indirectly, do, or agree to do, take any of the following actions without the prior written consent of Parent (which consent shall not to be unreasonably withheld, conditioned or delayed):