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 First Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.1, except (a) as set forth in Section 6.1 of the Company Disclosure Letter, (b) as specifically permitted or required by this Agreement, (c) as required by Law or (d) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company (i) shall and shall cause each Company Subsidiary to, conduct its business in all material respects in the ordinary course of business consistent with past practice, including by using commercially reasonable efforts to preserve intact its and their present business organizations and to preserve its and their present relationships with customers, suppliers, vendors, Governmental Entities, employees and other Persons with whom it and they have material business relations; provided, however, that no action that is specifically permitted by any of clauses (a) through (r) of Section 6.1(ii) shall be deemed a breach of this clause (i) unless such action constitutes a breach of any such clauses (a) through (r), and (ii) agrees that between the date of this Agreement and the First Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.1, 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 First Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.18.1, except (a) as set forth in Section 6.1 of the Company Disclosure LetterSchedule 5.1, (b) as specifically required or expressly permitted or required by pursuant to this AgreementAgreement (including pursuant to Section 5.2), (c) as may be required by Law or (d) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall, and shall cause the Company Subsidiaries to, (i) shall and shall cause each Company Subsidiary to, conduct its business businesses in all material respects in the ordinary course of business consistent with past practice, including by using practice (ii) use commercially reasonable efforts to maintain and preserve intact its and their present business organizations and organization. Without limiting the generality of the foregoing, except (w) as set forth in Schedule 5.1, (x) as required pursuant to preserve its and their present relationships with customers, suppliers, vendors, Governmental Entities, employees and other Persons with whom it and they have material business relations; provided, however, that no action that is specifically or expressly permitted by any of this Agreement, (y) as required by Law or (z) as consented to in writing by Parent (which consent, other than with respect to clauses (a) through (r) of Section 6.1(ii) shall be deemed a breach of this clause (i) unless such action constitutes a breach of any such clauses (a) through (rc), (d), (e) and (iih) hereof, shall not be unreasonably withheld, delayed or conditioned), the Company agrees that between the date of this Agreement and the First Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.18.1, the Company shall not, and shall not permit any Company Subsidiary to, directly or indirectly:

Conduct of Business by the Company Pending the Closing. (a) The Company agrees that that, between the date of this Agreement and the First Effective Time or earlier to occur of the date, if any, on which termination of this Agreement is terminated pursuant to Section 9.19.1 or Section 9.2 or the Effective Time (such time period, the “Interim Period”), except as expressly set forth in Section 7.1(a) of the Company Disclosure Schedule, as otherwise expressly permitted or contemplated by this Agreement, as required by applicable Law or as consented to in writing in advance by Parent (awhich consent will not be unreasonably withheld, conditioned or delayed), the Company will, and will cause each Company Subsidiary to: (i) conduct its business in the ordinary course consistent with past practice and (ii) use its commercially reasonable efforts to keep available the services of its officers, employees and contractors and to preserve the business relationships of the Company and each Company Subsidiary with each of the customers, suppliers and other Persons with whom the Company or any Company Subsidiary has business relations. Without limiting the foregoing, and as an extension thereof, except as set forth in Section 6.1 7.1 of the Company Disclosure LetterSchedule, (b) as specifically otherwise expressly permitted or required contemplated by this Agreement, (c) as required by applicable Law or (d) as consented to in writing in advance by Parent (which consent shall will not be unreasonably withheld, delayed conditioned or conditioneddelayed), the Company (i) shall and shall cause each Company Subsidiary to, conduct its business in all material respects in the ordinary course of business consistent with past practice, including by using commercially reasonable efforts to preserve intact its and their present business organizations and to preserve its and their present relationships with customers, suppliers, vendors, Governmental Entities, employees and other Persons with whom it and they have material business relations; provided, however, that no action that is specifically permitted by any of clauses (a) through (r) of Section 6.1(ii) shall be deemed a breach of this clause (i) unless such action constitutes a breach of any such clauses (a) through (r), and (ii) agrees that between the date of this Agreement and the First Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.1, the Company shall not, and shall not permit any Company Subsidiary to, during the Interim Period, directly or indirectly, take any of the following actions:

Conduct of Business by the Company Pending the Closing. The Company agrees that between the date of this Agreement and date of the First Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.1, except (a) as set forth in Section 6.1 of the Company Disclosure Letter, (b) as specifically permitted or required by this Agreement, (c) as required by Law or (d) as consented to in writing (including via email from the person named under Section 10.5 to receive notices on behalf of Parent hereunder) by Parent (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), the Company (i) shall and shall cause each Company Subsidiary to, conduct its business in all material respects in the ordinary course of business consistent with past practice, including by using commercially reasonable efforts to preserve intact its and their present business organizations and to preserve its and their present relationships with customers, suppliers, vendors, Governmental Entities, employees Entities and other Persons with whom it and they have material business relations; provided, however, that no action that is specifically expressly permitted by any of clauses (a) through (rp) of Section 6.1(ii) shall be deemed a breach of this clause (i) unless such action constitutes a breach of any such clauses (a) through (r), and (ii) agrees that between the date of this Agreement and the First Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.1, 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 covenants and agrees that between that, from and after the date of this Agreement and until the First earlier of the Effective Time or and the date, if any, on which this Agreement is terminated pursuant to Section 9.18.1, except (aw) as set forth in Section 6.1 5.1 of the Company Disclosure Letter, (bx) as specifically permitted or required otherwise expressly contemplated by this Agreement, (cy) as required by applicable Law or Order or (dz) as consented to in writing by with the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company (i) shall will, and shall will cause each Company Subsidiary to, (a) conduct its business operations, in all material respects respects, in the ordinary course of business consistent with past practice, including by using and (b) use commercially reasonable efforts to preserve intact its the business organizations, including keeping available the services of employees and their present business organizations other service providers, of and to preserve its the current relationships of the Company and their present relationships each Company Subsidiary with customers, suppliers, vendors, Governmental Entities, employees suppliers and other Persons with whom it and they have the Company or any Company Subsidiary has material business relations; provided, however, that no action that is specifically permitted by any . Except (1) as set forth in Section 5.1 of clauses (a) through (r) of Section 6.1(ii) shall be deemed a breach the Company Disclosure Letter corresponding to the applicable subsection of this clause Section 5.1, (i2) unless such action constitutes a breach as otherwise expressly contemplated by this Agreement, (3) as required by applicable Law or Order or (4) with the prior written consent of any such clauses Parent (a) through (rwhich consent shall not be unreasonably withheld, delayed or conditioned), the Company will not, and (ii) agrees that between will cause each Company Subsidiary not to, from and after the date of this Agreement and until the First earlier of the Effective Time or and the date, if any, on which this Agreement is terminated pursuant to Section 9.18.1, take any of the Company shall not, and shall not permit any Company Subsidiary tofollowing actions, directly or indirectly:

Conduct of Business by the Company Pending the Closing. The Company covenants and agrees that between the date of this Agreement and the First Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.18.1, except (a1) as set forth in Section 6.1 5.1 of the Company Disclosure Letter, (b2) as specifically permitted or required by this Agreement, (c3) as required by Law (including, for the sake of clarity, any requirement of the SEC, ISA or IFRS) or Order or (d4) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company (i) shall shall, and shall cause each Company Subsidiary to, to (i) conduct its business in all material respects and their respective businesses in the ordinary course of business consistent with past practice, including by using commercially reasonable efforts to practice and (ii) preserve intact its and their present business organizations organizations, its and to preserve their assets and properties in good repair and condition and its and their present relationships with customers, suppliersdistributors, vendorslicensors, Governmental Entitieslicensees, employees lessors, suppliers and other Persons with whom it and they have material business relationsrelations and use commercially best efforts to keep available the services of its and their current officers and employees; provided, however, that no action that is specifically permitted by any of clauses (a) through (rw) of this Section 6.1(ii) 5.1 shall be deemed a breach of this clause (i) unless such action constitutes a breach of any such clauses (a) through (r), and (ii) agrees that between the date of this Agreement and the First Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.1, the Company shall not, and shall not permit any Company Subsidiary to, directly or indirectly: