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

Conduct of Business by the Company. Except as consented to by Parent in writing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Effective Time, the Company shall and shall cause its subsidiaries to carry on their respective business in the usual, regular and ordinary course consistent with past practice and in compliance in all material respects with all applicable laws and regulations and to pay its debts and Taxes when due, to pay or perform other obligations when due, and, to use best reasonable efforts to preserve intact their current business organizations, to keep available the services of their current officers and employees and preserve their relationships with those persons having business dealings with them, all with the goal of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. Without limiting the generality of the foregoing, senior officers of Parent and the Company shall meet on a regular basis to review the financial and operational affairs of the Company and its subsidiaries, in accordance with applicable law, and the Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of its business, and any material event involving or adversely affecting the Company or its business. Except as expressly contemplated by this Agreement, the Company shall not, and shall not permit any of its subsidiaries to:

Conduct of Business by the Company. Except as consented to by Parent in writing, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and to the Effective Time, the Company shall shall, and shall cause each of its subsidiaries to Subsidiaries to, carry on their respective its business in the usual, regular and ordinary course consistent with past practice and in compliance comply with all applicable Laws in all material respects with all applicable laws and regulations and to pay its debts and Taxes when due, to pay or perform other obligations when duerespects, and, to the extent consistent therewith, use best its reasonable efforts to preserve intact their its current business organizations, to keep available the services of their its current officers and officers, employees and consultants and preserve their its relationships with those persons customers, suppliers, licensors, licensees, distributors and others having business dealings with them, all it with the goal of preserving unimpaired intention that its goodwill and ongoing businesses business shall not be materially impaired at the Effective Time. Without limiting the generality of the foregoing, senior officers during the period from the date of Parent and this Agreement to the Company shall meet on a regular basis to review the financial and operational affairs Effective Time, except as provided in Section 5.01(a) of the Company Disclosure Letter and its subsidiaries, in accordance with applicable law, and the Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of its business, and any material event involving or adversely affecting the Company or its business. Except except as expressly contemplated by this Agreement, the Company shall not, and shall not permit any of its subsidiaries Subsidiaries to, without Parent’s prior written consent, which shall not be unreasonably withheld or delayed:

Conduct of Business by the Company. Except (i) as consented to expressly contemplated by Parent this Agreement (ii) as required by Law, or (iii) as described in writingSection 5.1 of the Company Disclosure Schedule, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and hereof to the Effective Time, the Company shall conduct its business and shall cause its subsidiaries Subsidiaries’ business to carry on their respective business be conducted in all material respects in the usual, regular and ordinary course consistent with past practice practice, and in compliance in all material respects with all applicable laws and regulations and to pay its debts and Taxes when due, to pay or perform other obligations when due, and, to shall use best commercially reasonable efforts to preserve intact their its and its Subsidiaries’ current business organizations, to keep available the services service of their its and its Subsidiaries’ current officers and employees employees, and preserve their its and its Subsidiaries’ relationships with those persons having business dealings with themcustomers, all with the goal of preserving unimpaired its goodwill suppliers, licensors, and ongoing businesses at the Effective Timelicensees. Without limiting the generality of the foregoing, senior officers of Parent and the Company shall meet on a regular basis to review the financial and operational affairs of the Company and its subsidiaries, in accordance with applicable law, and the Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of its business, and any material event involving or adversely affecting the Company or its business. Except except as expressly contemplated by this AgreementAgreement or as described in Section 5.1 of the Company Disclosure Schedule, during the period from the date hereof to the Effective Time, the Company shall not, and shall not permit any its Subsidiaries to, without the prior written consent of its subsidiaries to:Parent (which consent shall not be unreasonably withheld, conditioned or delayed):

Conduct of Business by the Company. Except During the period from the date of this Agreement to the Effective Time, except as set forth in Section 4.01(a) of the Company Disclosure Schedule or as consented to in writing in advance by Parent or as otherwise permitted pursuant to Section 4.01(a)(i) through (xv) of this Agreement, the Company shall, and shall cause each of its Subsidiaries to, carry on its business in writingthe ordinary course consistent with past practice and as currently proposed by the Company to be conducted prior to the Closing and in compliance in all material respects with all applicable Legal Provisions and, to the extent consistent therewith, use all commercially reasonable efforts to preserve intact its current business organizations, keep available the services of its current officers, employees and consultants and preserve its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with it with the intention that its goodwill and ongoing business shall be unimpaired at the Effective Time. In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and to the Effective Time, the Company shall and shall cause its subsidiaries to carry on their respective business except as otherwise set forth in the usual, regular and ordinary course consistent with past practice and in compliance in all material respects with all applicable laws and regulations and to pay its debts and Taxes when due, to pay or perform other obligations when due, and, to use best reasonable efforts to preserve intact their current business organizations, to keep available the services of their current officers and employees and preserve their relationships with those persons having business dealings with them, all with the goal of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. Without limiting the generality of the foregoing, senior officers of Parent and the Company shall meet on a regular basis to review the financial and operational affairs Section 4.01(a) of the Company and its subsidiaries, in accordance with applicable law, and the Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of its business, and any material event involving or adversely affecting the Company or its business. Except as expressly contemplated by this AgreementDisclosure Schedule, the Company shall not, and shall not permit any of its subsidiaries Subsidiaries to, without Parent’s prior written consent:

Conduct of Business by the Company. Except During the period from the date of this Agreement to the Effective Time and except (i) to the extent Parent shall otherwise consent in writing (which consent will not be unreasonably withheld), (ii) as consented set forth in the Company Disclosure Schedule or (iii) as contemplated or permitted by or not inconsistent with this Agreement, the Company shall carry on its businesses in the ordinary course consistent with the manner as heretofore conducted and, to the extent consistent therewith, use reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with it. Without limiting the generality of the foregoing, except as set forth in the Company Disclosure Schedule or as contemplated or permitted by Parent in writingor not inconsistent with this Agreement, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and to the Effective Time, the Company shall and shall cause its subsidiaries to carry on their respective business in not, without the usual, regular and ordinary course consistent with past practice and in compliance in all material respects with all applicable laws and regulations and to pay its debts and Taxes when due, to pay or perform other obligations when due, and, to use best reasonable efforts to preserve intact their current business organizations, to keep available the services of their current officers and employees and preserve their relationships with those persons having business dealings with them, all with the goal of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. Without limiting the generality of the foregoing, senior officers written consent of Parent and the Company shall meet on a regular basis to review the financial and operational affairs of the Company and its subsidiaries, in accordance with applicable law, and the Company shall promptly notify Parent of any event or occurrence or emergency (which consent will not in the ordinary course of its business, and any material event involving or adversely affecting the Company or its business. Except as expressly contemplated by this Agreement, the Company shall not, and shall not permit any of its subsidiaries to:be unreasonably withheld):

Conduct of Business by the Company. Except as consented to by Parent in writing, during Pending the period from Closing. Between the date of this Agreement and continuing until the earlier of the Effective Time and the termination of this Agreement and in accordance with Article 7, except as set forth in Section 5.1 of the Effective TimeCompany Disclosure Schedule or as otherwise expressly required by any other provision of this Agreement or by applicable Law, or with the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), the Company shall and shall cause will, (i) conduct its subsidiaries to carry on their respective business operations only in the usual, regular and ordinary course consistent with past practice of business, and in compliance in all material respects with all applicable laws and regulations and to pay (ii) use its debts and Taxes when due, to pay or perform other obligations when due, and, to use best commercially reasonable efforts to preserve intact their current business organizations, to keep available the services of their the current officers and officers, employees and consultants of the Company and to preserve their relationships with those persons having business dealings with them, all with the goal of preserving unimpaired its goodwill and ongoing businesses at current relationships of the Effective TimeCompany with customers, suppliers and other Persons with which the Company has business relations. Without limiting the generality of the foregoing, senior officers of Parent and the Company shall meet on a regular basis to review the financial and operational affairs except as set forth in Section 5.1 of the Company and its subsidiaries, in accordance with Disclosure Schedule or as otherwise expressly required by any other provision of this Agreement or by applicable law, and the Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of its business, and any material event involving or adversely affecting the Company or its business. Except as expressly contemplated by this AgreementLaw, the Company shall not, between the date of this Agreement and shall not permit the earlier of the Effective Time and the termination of this Agreement in accordance with Article 7, directly or indirectly, take any of its subsidiaries to:the following actions without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed):

Conduct of Business by the Company. Except as consented to by Parent in writing, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and pursuant to its terms or the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing) to carry on its business and shall to cause its subsidiaries the Subsidiaries to carry on their respective business in the usual, regular and ordinary course consistent with past practice in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable laws and regulations and regulations, to pay its their debts and Taxes when duedue (subject to good faith disputes over such debts or Taxes), to pay or perform other material obligations when due, and, and to use best all reasonable efforts consistent with past practice and policies to preserve intact their current present business organizations, to keep available the services of their current present officers and employees key employees, and preserve their relationships with those persons customers, suppliers, distributors, licensors, licensees, and others having business dealings with them, all with the goal of preserving unimpaired its the goodwill and ongoing businesses of the Company and the Subsidiaries at the Effective Time. Without limiting the generality of the foregoing, senior officers of Parent and the Company shall meet on a regular basis to review the financial and operational affairs of the Company and its subsidiaries, in accordance with applicable law, and the The Company shall promptly notify Parent of any event which materially adversely affects the Company, any Subsidiary, or occurrence or emergency not in the ordinary course of its business, and any material event involving or adversely affecting the Company or its businesstheir businesses. Except as expressly contemplated by this AgreementAgreement or disclosed in Schedule 4.1, the Company shall not, and shall not permit any Subsidiary to, without the prior written consent of its subsidiaries toParent:

Conduct of Business by the Company. Except as consented to for matters expressly permitted or contemplated by this Agreement or unless Parent shall otherwise consent in writingwriting (which consent shall not be unreasonably withheld, during the period conditioned or delayed), from the date of this Agreement to the Effective Time the Company shall conduct its business in the ordinary and continuing until usual course of business and use commercially reasonable efforts to preserve intact its current business organization, continue its research and development activities, keep available the earlier services of its officers and employees and maintain its relationships with material customers, suppliers, vendors, licensors, licensees, distributors and agents and others having business dealings with them. In addition, and without limiting the generality of the termination foregoing, except for matters expressly permitted or contemplated by this Agreement, in connection with drawing from the Company Line of Credit pursuant to its terms, from the date of this Agreement and to the Effective Time, the Company shall and shall cause its subsidiaries to carry on their respective business in the usual, regular and ordinary course consistent with past practice and in compliance in all material respects with all applicable laws and regulations and to pay its debts and Taxes when due, to pay or perform other obligations when due, and, to use best reasonable efforts to preserve intact their current business organizations, to keep available the services of their current officers and employees and preserve their relationships with those persons having business dealings with them, all with the goal of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. Without limiting the generality not do any of the foregoing, senior officers following without the prior written consent of Parent and the Company shall meet on a regular basis to review the financial and operational affairs of the Company and its subsidiaries, in accordance with applicable law, and the Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of its business, and any material event involving or adversely affecting the Company or its business. Except as expressly contemplated by this Agreement, the Company shall not, and (which consent shall not permit any of its subsidiaries to:be unreasonably withheld, conditioned or delayed):

Conduct of Business by the Company. Except as consented During the period from the date of this Agreement to by Parent the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable efforts to carry on its business in writingthe ordinary course consistent with past practice and comply with all applicable Laws in all material respects, and, to the extent consistent therewith, use its commercially reasonable efforts to preserve intact its current business organizations, keep available the services of its current officers, employees and consultants and preserve its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with it. Without limiting the generality of the foregoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and to the Effective Time, the Company shall and shall cause its subsidiaries to carry on their respective business except as provided in the usual, regular and ordinary course consistent with past practice and in compliance in all material respects with all applicable laws and regulations and to pay its debts and Taxes when due, to pay or perform other obligations when due, and, to use best reasonable efforts to preserve intact their current business organizations, to keep available the services of their current officers and employees and preserve their relationships with those persons having business dealings with them, all with the goal of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. Without limiting the generality of the foregoing, senior officers of Parent and the Company shall meet on a regular basis to review the financial and operational affairs Section 5.1(a) of the Company and its subsidiariesDisclosure Letter, in accordance with applicable law, and the Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of its business, and any material event involving or adversely affecting the Company or its business. Except as otherwise expressly contemplated by this Agreement, or as may be required to comply with applicable Law or any Contract of the Company or any of its Subsidiaries that has been disclosed in the Company Disclosure Letter) the Company shall not, and shall not permit any of its subsidiaries Subsidiaries to:, without Parent’s prior written consent (which consent shall not be unreasonably withheld or delayed):

Conduct of Business by the Company. Except as consented to expressly permitted by Parent in writingthis Agreement, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and to the Effective Time, each of the Company and its Subsidiaries shall and shall cause conduct its subsidiaries to carry on their respective business in the usual, regular and ordinary course consistent with past practice of business and in compliance in all material respects with all applicable laws substantially the same manner as previously conducted and regulations and to pay use its debts and Taxes when due, to pay or perform other obligations when due, and, to use reasonable best reasonable efforts to preserve intact their its current business organizationsorganization, to keep available the services of their its current officers and employees and preserve their keep its relationships with those persons customers, suppliers, licensors, licensees, distributors and others having business dealings with them, all with them to the goal of preserving unimpaired end that its goodwill and ongoing businesses business shall be unimpaired at the Effective Time. Without Each of the Company and its Subsidiaries shall maintain its assets and all parts thereof in as good working order and condition as at present, ordinary wear and tear excepted, consistent with past practice, and shall maintain in full force and effect current insurance policies or other comparable insurance coverage with respect to the assets and potential liabilities thereof. In addition, and without limiting the generality of the foregoing, senior officers of Parent and the Company shall meet on a regular basis to review the financial and operational affairs of the Company and its subsidiaries, in accordance with applicable law, and the Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of its business, and any material event involving or adversely affecting the Company or its business. Except as except for conduct otherwise expressly contemplated permitted by this Agreement, from the date of this Agreement to the Effective Time, the Company shall not, not and it shall not permit any of its subsidiaries toSubsidiaries to do any of the following without the prior written consent of Parent:

Conduct of Business by the Company. Except as consented to by Parent in writing, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and to the Effective Time, except as set forth in Section 4.01(a) of the Company shall Disclosure Schedule or as consented to in writing in advance by Parent or as otherwise permitted pursuant to Section 4.01(a)(i) through (xiv) of this Agreement, the Company shall, and shall cause each of its subsidiaries to Subsidiaries to, carry on their respective its business (including making maintenance expenditures) in the usual, regular and ordinary course consistent with past practice and in compliance in all material respects with all applicable laws and laws, rules, regulations and to pay its debts and Taxes when due, to pay or perform other obligations when due, treaties and, to the extent consistent therewith, use best all commercially reasonable efforts to preserve intact their its current business organizations, to keep available the services of their its current officers and officers, employees and consultants and preserve their its relationships with those persons customers, suppliers and others having business dealings with them, all it with the goal of preserving unimpaired intention that its goodwill and ongoing businesses business shall be unimpaired at the Effective Time. Without In addition to and without limiting the generality of the foregoing, senior officers during the period from the date of Parent and this Agreement to the Company shall meet on a regular basis to review the financial and operational affairs Effective Time, except as otherwise set forth in Section 4.01(a) of the Company and its subsidiaries, in accordance with applicable law, and the Company shall promptly notify Parent of any event Disclosure Schedule or occurrence as otherwise expressly permitted by or emergency not in the ordinary course of its business, and any material event involving or adversely affecting the Company or its business. Except as expressly contemplated by required pursuant to this Agreement, the Company shall not, and shall not permit any of its subsidiaries Subsidiaries to, without Parent’s prior written consent:

Conduct of Business by the Company. Except as consented to by Parent in writing, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and to the Effective Time, the Company shall shall, and shall cause each of its subsidiaries to Subsidiaries to, carry on their respective its business in the usual, regular and ordinary course consistent with past practice and in compliance comply with all applicable Laws in all material respects with all applicable laws and regulations and to pay its debts and Taxes when due, to pay or perform other obligations when duerespects, and, to the extent consistent therewith, use best its reasonable efforts to preserve intact their its current business organizations, to keep available the services of their its current officers and officers, employees and consultants and preserve their its relationships with those persons customers, suppliers, licensors, licensees, distributors and others having business dealings with them, all it with the goal of preserving unimpaired intention that its goodwill and ongoing businesses business shall not be materially impaired at the Effective Time. Without limiting the generality of the foregoing, senior officers during the period from the date of Parent and this Agreement to the Company shall meet on a regular basis to review the financial and operational affairs Effective Time, except (i) as provided in Section 5.01(a) of the Company and its subsidiariesDisclosure Letter, in accordance with applicable law, and the Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of its business, and any material event involving or adversely affecting the Company or its business. Except (ii) as expressly contemplated by this Agreement, (iii) as may be required in order to divest the Company of the Aggrastat product or (iv) as necessary in connection with the satisfaction and termination of the Company’s obligations to Xxxx Royalty Fund, the Company shall not, and shall not permit any of its subsidiaries Subsidiaries to, without Parent’s prior written consent, which shall not be sought and obtained unless consistent with applicable antitrust Law and which shall not be unreasonably withheld or delayed:

Conduct of Business by the Company. Except as consented to expressly permitted by Parent in writingclauses (i) through (xvi) of this Section 4.1(a), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and through the Effective Time, the Company shall shall, and shall cause each of its subsidiaries to carry on their respective business in the usualSubsidiaries to, regular and ordinary course consistent with past practice and in compliance in all material respects with all applicable laws and regulations and to pay carry on its debts and Taxes when due, to pay or perform other obligations when due, business in the ordinary course of its business as currently conducted and, to the extent consistent therewith, use reasonable best reasonable efforts to preserve intact their its current business organizations, to keep available the services of their its current officers and employees and preserve their its relationships with those persons customers, suppliers and others having business dealings with them, all with it to the goal of preserving unimpaired end that its goodwill and ongoing businesses business shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, senior officers of Parent and the Company shall meet on a regular basis to review the financial and operational affairs of the Company and its subsidiaries, in accordance with applicable law, and the Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of its business, and any material event involving or adversely affecting the Company or its business. Except except as otherwise expressly contemplated by this AgreementAgreement or as set forth in the Company Letter (with specific reference to the applicable subsection below), the Company shall not, and shall not permit any of its subsidiaries Subsidiaries to:, without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed):

Conduct of Business by the Company. Except as consented to by Parent in writing, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and to the Effective Time, the Company shall shall, and shall cause each of its subsidiaries to Subsidiaries to, carry on their respective its business in the usual, regular and ordinary course consistent with past practice and in compliance comply with all applicable Laws in all material respects with all applicable laws and regulations and to pay its debts and Taxes when due, to pay or perform other obligations when duerespects, and, to the extent consistent therewith, use best its reasonable efforts to preserve intact their its current business organizations, to keep available the services of their its current officers and officers, employees and consultants and preserve their its relationships with those persons customers, suppliers, licensors, licensees, distributors and others having business dealings with them, all it with the goal of preserving unimpaired intention that its goodwill and ongoing businesses business shall not be materially impaired at the Effective Time. Without limiting the generality of the foregoing, senior officers during the period from the date of Parent and this Agreement to the Company shall meet on a regular basis to review the financial and operational affairs Effective Time, except (i) as provided in Section 5.01(a) of the Company and its subsidiariesDisclosure Letter, in accordance with applicable law, and the Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of its business, and any material event involving or adversely affecting the Company or its business. Except (ii) as expressly contemplated by this Agreement, (iii) as may be required in order to divest the Company of the Aggrastat product or (iv) as necessary in connection with the satisfaction and termination of the Company’s obligations to Pxxx Royalty Fund, the Company shall not, and shall not permit any of its subsidiaries Subsidiaries to, without Parent’s prior written consent, which shall not be sought and obtained unless consistent with applicable antitrust Law and which shall not be unreasonably withheld or delayed:

Conduct of Business by the Company. Except During the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, carry on its business in the ordinary course consistent with past practice (including in respect of research and development activities and programs) and in compliance in all material respects with all applicable laws, regulations and treaties and, to the extent consistent therewith, use all commercially reasonable efforts to preserve intact its current business organizations, keep available the services of its current officers, employees and consultants and preserve its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with it with the intention that its goodwill and ongoing business shall be unimpaired at the Effective Time, except as consented to by Parent set forth in writingSection 4.01(a) of the Company Disclosure Letter. Without limiting the generality of the foregoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and to the Effective Time, the Company shall and shall cause its subsidiaries to carry on their respective business in the usual, regular and ordinary course consistent with past practice and in compliance in all material respects with all applicable laws and regulations and to pay its debts and Taxes when due, to pay or perform other obligations when due, and, to use best reasonable efforts to preserve intact their current business organizations, to keep available the services of their current officers and employees and preserve their relationships with those persons having business dealings with them, all with the goal of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. Without limiting the generality of the foregoing, senior officers of Parent and the Company shall meet on a regular basis to review the financial and operational affairs of the Company and its subsidiaries, in accordance with applicable law, and the Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of its business, and any material event involving or adversely affecting the Company or its business. Except as expressly contemplated by this Agreement, the Company shall not, and shall not permit any of its subsidiaries Subsidiaries to:, without Parent’s prior written consent (which consent shall not be unreasonably withheld or delayed):

Conduct of Business by the Company. Except During the period from the date of this Agreement to the Effective Time, except as set forth in Section 4.01(a) of the Company Disclosure Schedule or as consented to in writing in advance by Parent or as expressly permitted pursuant to this Section 4.01(a)(i) through (xvi) or otherwise pursuant to this Agreement, the Company shall, and shall cause each of its Subsidiaries to, carry on its business in writingthe ordinary course consistent with past practice (including in respect of research and development activities and programs) and in compliance in all material respects with all applicable laws, rules, regulations and treaties and, to the extent consistent therewith, use commercially reasonable efforts to preserve intact its current business organizations, keep available the services of its current officers, employees and consultants and preserve its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with it with the intention that its goodwill and ongoing business shall be unimpaired at the Effective Time. In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and to the Effective Time, the Company shall and shall cause its subsidiaries to carry on their respective business except as otherwise set forth in the usual, regular and ordinary course consistent with past practice and in compliance in all material respects with all applicable laws and regulations and to pay its debts and Taxes when due, to pay or perform other obligations when due, and, to use best reasonable efforts to preserve intact their current business organizations, to keep available the services of their current officers and employees and preserve their relationships with those persons having business dealings with them, all with the goal of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. Without limiting the generality of the foregoing, senior officers of Parent and the Company shall meet on a regular basis to review the financial and operational affairs Section 4.01(a) of the Company and its subsidiaries, in accordance with applicable law, and the Company shall promptly notify Parent of any event Disclosure Schedule or occurrence or emergency not in the ordinary course of its business, and any material event involving or adversely affecting the Company or its business. Except as otherwise expressly contemplated by permitted pursuant to this Agreement, the Company shall not, and shall not permit any of its subsidiaries Subsidiaries to, without Parent’s prior written consent: