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

Conduct of Business by the Company. 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 or required by this Agreement, the Company shall, and shall cause each of its Subsidiaries to, carry on its business in the ordinary course consistent with past practice prior to the Closing 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. In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except as otherwise set forth in Section 4.01(a) of the Company Disclosure Schedule or as otherwise permitted or required pursuant to this Agreement, the Company shall not, and shall not permit any of its Subsidiaries to, without Parent’s prior written consent:

Conduct of Business by the Company. 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 or specifically required by this AgreementAgreement or Law and except as set forth in Section 5.1(a) of the Company Disclosure Letter, the Company shall, and shall cause each of its Subsidiaries to, carry on its business in the ordinary course of business consistent with past practice prior to the Closing and, to the extent consistent therewith, and use all commercially reasonable efforts to preserve intact its current business organizationsorganization, preserve its assets, rights and properties in good repair and condition, keep available the services of its current officers, employees and consultants and preserve its goodwill and its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with it. In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except as otherwise set forth in Section 4.01(a5.1(a) of the Company Disclosure Schedule Letter or as otherwise permitted specifically required by this Agreement or required pursuant to this AgreementLaw, the Company shall not, and shall not permit any of its Subsidiaries toSubsidiaries, without Parent’s prior written consent, such consent not to be unreasonably withheld, delayed or conditioned, to:

Conduct of Business by the Company. 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 expressly permitted or required by this Agreement, the Company shall, and shall cause each of its Subsidiaries to, carry on its business in the ordinary course consistent with past practice prior to the Closing and, to the extent consistent therewith, use all commercially reasonable best 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. In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except as otherwise set forth in Section 4.01(a) of the Company Disclosure Schedule or as otherwise expressly permitted or required pursuant to this Agreement, the Company shall not, and shall not permit any of its Subsidiaries to, without Parent’s prior written consent:

Conduct of Business by the Company. During the period from the date of this Agreement to the Effective Time, except with the prior written consent of Parent or as specifically contemplated by this Agreement or as set forth in Section 4.01(a5.01(a) of the Company Disclosure Schedule or as consented to in writing in advance by Parent or as otherwise permitted or required by this AgreementSchedule, the Company shall, and shall cause each of its Subsidiaries to, carry on its business their respective businesses in the ordinary course consistent with past practice prior and use commercially reasonable efforts to the Closing comply with all applicable Laws 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, their present officers and other employees and consultants to preserve their assets and preserve its their relationships with licensors, licensees, partners, customers, suppliers, licensors, licensees, distributors and others having business dealings with itthem and maintain their franchises, rights and Permits. In addition to and without Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except with the prior written consent of Parent or as otherwise specifically contemplated by this Agreement or as set forth in Section 4.01(a5.01(a) of the Company Disclosure Schedule or as otherwise permitted or required pursuant (with specific reference to the subsection of this AgreementSection 5.01 to which the information stated in such disclosure relates), the Company shall not, and shall not permit any of its Subsidiaries to, without Parent’s prior written consent:

Conduct of Business by the Company. (a) During the period from the date of this Agreement to the earlier of the termination of this Agreement in accordance with the provisions of Section 8.01 or the Effective TimeTime (the “Interim Period”), except as set forth in Section 4.01(a) of the Company Disclosure Schedule contemplated by this Agreement or as consented to in writing in advance by Parent or as otherwise permitted or required by this AgreementParent, the Company shall, and shall cause each of its Subsidiaries to, carry on its business in all material respects in the ordinary course consistent with past practice prior to the Closing and, to the extent consistent therewith, use all commercially reasonable efforts to preserve intact its current business organizations, to keep available the services of its current officers, key employees and consultants and to preserve its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with it. In addition to and without limiting the generality of the foregoing, during the period Interim Period from the date of this Agreement to the Effective Time, except as otherwise set forth in Section 4.01(a) of the Company Disclosure Schedule or as otherwise permitted or required pursuant to contemplated by this Agreement, the Company shall not, and shall not permit any of its Subsidiaries to, without Parent’s prior written consent:

Conduct of Business by the Company. 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 expressly permitted or required by this Agreement, the Company shall, and shall cause each of its Subsidiaries to, carry on its business in the ordinary course consistent with past practice prior to the Closing and, to the extent consistent therewith, use all commercially reasonable best 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. In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except as otherwise set forth in Section 4.01(a) of the Company Disclosure Schedule or as otherwise expressly permitted or required pursuant to this Agreement, the Company shall not, and shall not permit any of its Subsidiaries to, without Parent’s prior written consent:consent (which consent may not be unreasonably withheld or delayed):

Conduct of Business by the Company. (a) During the period from the date of this Agreement to the Effective TimeTime of the Merger (except as otherwise expressly contemplated by the terms of this Agreement, except agreed to in writing by Parent, or as set forth in on Section 4.01(a) 4.01 of the Company Disclosure Schedule or as consented to in writing in advance by Parent or as otherwise permitted or required by this AgreementSchedule), the Company shall, and shall cause each of its Subsidiaries subsidiaries to, act and carry on its business their respective businesses in the ordinary course of business consistent with past practice prior to the Closing and, to the extent consistent therewith, and use all commercially its and their respective reasonable best efforts to preserve substantially intact its their current business organizations, keep available the services of its their current officers, officers and employees and consultants and preserve its their relationships with customers, supplierssupplies, licensors, licensees, advertisers, distributors and others having significant business dealings with itthem. In addition to and without Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective TimeTime of the Merger, except as otherwise expressly contemplated by the terms of this Agreement, agreed to in writing by Parent, or as set forth in on Section 4.01(a) 4.01 of the Company Disclosure Schedule or as otherwise permitted or required pursuant to this AgreementSchedule, 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. 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 or required by this Agreement, the Company shall, and shall cause each of its Subsidiaries to, carry on its business in the ordinary course consistent with past practice prior to the Closing 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. In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except as otherwise set forth in Section 4.01(a) of the Company Disclosure Schedule or as otherwise permitted or required pursuant to this Agreement, the Company shall not, and shall not permit any of its Subsidiaries to, without Parent’s 's prior written consent:

Conduct of Business by the Company. During Except as set forth on Schedule 4.1, and except to the extent consented to by Buyer or as expressly permitted or contemplated by this Agreement, 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 or required by this Agreement, the Company shallshall carry, and shall cause each of its Subsidiaries to, carry on its business in the usual, regular and ordinary course consistent with past practice prior to in substantially the Closing same manner as heretofore conducted 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, officers and employees and consultants and preserve its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with itit to the end that their goodwill and ongoing businesses shall be unimpaired in any material respect at the Effective Time. In addition to and without Without limiting the generality of the foregoing, without Buyer's consent (which consent shall not be unreasonably withheld), during the period from the date of this Agreement to the Effective Time, except as otherwise set forth in Section 4.01(a) of Shareholders shall not permit and the Company Disclosure Schedule or as otherwise permitted or required pursuant to this Agreement, the Company shall not, and shall not permit any of its Subsidiaries to, without Parent’s prior written consent: