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

Conduct of Business by the Company Pending the Closing. Between the date of this Agreement and the earlier of the Effective Time and the valid termination of this Agreement in accordance with Article 7, except as set forth in Section 5.1 of the Company Disclosure Schedule or as otherwise expressly contemplated by any other provision of this Agreement, or with the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable efforts to (i) conduct its operations only in the ordinary course of business in a manner consistent with past practice, and (ii) keep available the services of the current officers, employees and consultants of the Company 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 Subsidiaries has business relations. Without limiting the foregoing, except as set forth in Section 5.1 of the Company Disclosure Schedule or as otherwise expressly contemplated by any other provision of this Agreement, 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 Time and the valid termination of this Agreement in accordance with Article 7, directly or indirectly, take any of the following actions without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed):

Conduct of Business by the Company Pending the Closing. Between (a) The Company agrees that, between the date of this Agreement and the earlier of the Director Appointment Date, the Effective Time and the valid termination of this Agreement in accordance with Article 7its terms, except as set forth in Section 5.1 of the Company Disclosure Schedule or Schedule, as otherwise expressly contemplated permitted by any other provision of this AgreementAgreement or as required by Law, or with the prior written consent of unless Parent shall otherwise agree in writing (which agreement may not to be unreasonably withheld, conditioned delayed or delayedconditioned), the Company shallwill, and shall will cause each of its Subsidiaries to, use its commercially reasonable efforts Company Subsidiary to (i) conduct its operations only in the ordinary course of business in a manner consistent with past practice, and (ii) keep available the services of the current officers, employees and consultants of the Company 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 Subsidiaries has business relations. Without limiting the foregoing, and as an extension thereof, except as set forth in Section 5.1 of the Company Disclosure Schedule or Schedule, as otherwise expressly contemplated permitted by any other provision of this AgreementAgreement or as required by Law, the Company shall not, and shall not permit any of its Subsidiaries Company Subsidiary to, between the date of this Agreement and the earlier of the Director Appointment Date, the Effective Time and the valid termination of this Agreement in accordance with Article 7its terms, directly or indirectly, take do, or agree to do, any of the following actions without the prior written consent of Parent (which shall not to be unreasonably withheld, conditioned delayed or delayedconditioned):

Conduct of Business by the Company Pending the Closing. Between the date of this Agreement and the earlier of the Effective Time and the valid termination of this Agreement in accordance with Article 7, except Except (i) as set forth in Section 5.1 of the Company Disclosure Schedule Schedule, or (ii) as otherwise expressly contemplated required by any other provision of this Agreement, or with the prior written consent of Parent (which consent shall not to be unreasonably withheld, conditioned or delayed), between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement in accordance with Article 7, the Company shallwill, and shall will cause each of its Subsidiaries to, use its commercially reasonable efforts to (ix) conduct its operations only in the ordinary course of business in a manner consistent with past practice, practice and (iiy) use its commercially reasonable efforts to (A) keep available the services of the current officers, employees and consultants of the Company 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 Subsidiaries has business relationsrelations and (B) maintain and preserve intact its current material operations and material assets. Without limiting the foregoing, except as set forth in Section 5.1 of the Company Disclosure Schedule Schedule, or as otherwise expressly contemplated required by any other provision of this Agreement, 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 Time and the valid termination of this Agreement in accordance with Article 7, directly or indirectly, 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. Between The Company agrees that, between the date of this Agreement and the earlier of the Effective Time and the valid termination of this Agreement in accordance with Article 7, except as set forth in Section 5.1 of the Company Disclosure Schedule or as otherwise expressly contemplated by any other provision of this Agreement, or with the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), the Company shallwill, and shall will cause each of its Subsidiaries to, use its commercially reasonable efforts to (i) conduct its operations only in the ordinary course of business in a manner consistent with past practice, and (ii) use its commercially reasonable efforts to keep available the services of the current officers, employees and consultants of the Company 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 Subsidiaries has business relations. Without limiting the foregoing, except as set forth in Section 5.1 of the Company Disclosure Schedule or as otherwise expressly contemplated by any other provision of this Agreement, or with the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), 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 Time and the valid termination of this Agreement in accordance with Article 7, directly or indirectly, take any of the following actions without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed):

Conduct of Business by the Company Pending the Closing. Between the date of this Agreement and the earlier of the Effective Time and the valid termination of this Agreement in accordance with Article 7, except as set forth in Section 5.1 of the Company Disclosure Schedule or as otherwise expressly contemplated by any other provision of this AgreementAgreement (including Sections 5.1(a)-(s)), or with the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), the Company shallwill, and shall will cause each of its Subsidiaries to, use its commercially reasonable efforts to (i) conduct its operations only in the ordinary course of business in a manner consistent with past practice, and (ii) use its commercially reasonable efforts to keep available the services of the current officers, employees and consultants of the Company 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 Subsidiaries has business relations. Without limiting the foregoing, except as set forth in Section 5.1 of the Company Disclosure Schedule or as otherwise expressly contemplated by any other provision of this Agreement, 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 Time and the valid termination of this Agreement in accordance with Article 7, directly or indirectly, take any of the following actions without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed):

Conduct of Business by the Company Pending the Closing. Between The Company agrees that, between the date of this Agreement and the earlier of the Effective Time Closing and the valid termination of this Agreement in accordance with Article 7, except as set forth in Section 5.1 of the Company Disclosure Schedule or as otherwise expressly contemplated by any other provision of this Agreement, Agreement or with the prior written consent of Parent Investor (not to be unreasonably withheld, conditioned or delayed), the Company shallwill, and shall will cause each of its Subsidiaries to, use its commercially reasonable efforts to (i) conduct its operations only in the ordinary course of business in a manner consistent with past practice, and (ii) keep available the services of the current officers, employees and consultants of the Company 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 Subsidiaries has business relations. Without limiting the foregoing, except as set forth in Section 5.1 of the Company Disclosure Schedule or as otherwise expressly contemplated by any other provision this Agreement or with the prior written consent of this AgreementInvestor (not to be unreasonably withheld, conditioned or delayed), 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 Time Closing and the valid termination of this Agreement in accordance with Article 7, directly or indirectly, take any of the following actions without the prior written consent of Parent Investor (not to be unreasonably withheld, conditioned or delayed):