Common use of Conduct of Business of Parent Clause in Contracts

Conduct of Business of Parent. Except (i) as contemplated or permitted by this Agreement, (ii) as disclosed in Section 5.2 of the Parent Disclosure Letter or (iii) to the extent that the Company shall otherwise consent in writing, during the period from the date hereof to the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, Parent shall and shall cause each of its subsidiaries to conduct their operations in the ordinary course of business consistent with past practices and, to the extent consistent therewith, and with no less diligence and effort than would be applied in the absence of this Agreement, seek to preserve intact its current business organizations, keep available the service of its current key officers and key employees and preserve its relationships with customers and suppliers with the intention that its goodwill and ongoing businesses shall be materially unimpaired at the Effective Time. Without limiting the generality of the foregoing, except (i) as contemplated or permitted by this Agreement, (ii) as disclosed in Section 5.2 of the Parent Disclosure Letter or (iii) to the extent that the Company shall otherwise consent in writing, during the period from the date hereof to the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, neither Parent nor any of its subsidiaries will, without the prior written consent of the Company:

Conduct of Business of Parent. Except (i) as for matters expressly required, permitted or contemplated or permitted by this Agreement, (ii) as disclosed set forth in Section 5.2 5.02 of the Parent Disclosure Letter Schedule, or (iii) as otherwise consented to in advance in writing by the extent that the Company shall otherwise consent in writingCompany, during the period from the date hereof to the earlier of the Effective Time and the termination of this Agreement in accordance with its termsto the Effective Time, Parent shall use commercially reasonable efforts to, and shall cause each of its subsidiaries to Subsidiaries to, conduct their operations its business in the ordinary course of business consistent with past practices andpractice, maintain in effect all of its Permits necessary to the extent consistent therewith, and with no less diligence and effort than would be applied conduct its business in the absence of this Agreement, seek to ordinary course consistent with past practice and (i) preserve intact its material assets, material proprietary rights of Parent and current business organizationsorganization, (ii) keep available the service services of its current key directors, officers and key employees employees, and (iii) preserve its relationships with customers its customers, partners, suppliers, licensors, licensees, distributors and suppliers others having material business relationships with it with the intention that its objective of preserving unimpaired their goodwill and ongoing businesses shall be materially unimpaired at the Effective Timebusiness. Without In addition, without limiting the generality of the foregoing, except (i) as for matters expressly permitted or contemplated or permitted by this Agreement, (ii) as disclosed Agreement or set forth in Section 5.2 5.02 of the Parent Disclosure Letter or (iii) to the extent that the Company shall otherwise consent in writingSchedule, during the period from the date hereof to the earlier of the Effective Time and the termination of this Agreement in accordance with its termsuntil the Effective Time, neither Parent shall not, nor shall it permit any of its subsidiaries willSubsidiaries to, do any of the following without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed:

Conduct of Business of Parent. Except (i) as contemplated or permitted by this Agreement, (ii) as disclosed in Section 5.2 4.2 of the Parent Disclosure Letter Letter, (iii) as required by law or by a Governmental Entity of competent jurisdiction, or (iiiiv) to the extent that the Company shall otherwise consent in writing, during the period from the date hereof to the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, Parent shall and shall cause each of its subsidiaries the Parent Subsidiaries to conduct their operations in the ordinary course of business consistent with past practices and, to the extent consistent therewith, and with no less diligence and effort than would be applied in the absence of this Agreement, seek to preserve intact its current business organizations, keep available the service of its current key officers and key employees and preserve its relationships with customers and suppliers with the intention that its goodwill and ongoing businesses shall be materially unimpaired at the Effective Time. Without limiting the generality of the foregoing, except (i) as otherwise permitted or contemplated or permitted by this Agreement, (ii) as disclosed in Section 5.2 4.2 of the Parent Disclosure Letter Letter, (iii) as required by law or by a Governmental Entity of competent jurisdiction, or (iiiiv) to the extent that the Company shall otherwise consent in writing, during the period from the date hereof to the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, neither Parent nor any of its subsidiaries Parent Subsidiary will, without the prior written consent of the Company:

Conduct of Business of Parent. Except (i) as contemplated or permitted by this Agreement, (ii) as disclosed in Section 5.2 of the Parent Disclosure Letter or (iii) to the extent that the Company shall otherwise consent in writing, during the period from the date hereof to the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, Parent shall and shall cause each of its subsidiaries to conduct their operations in the ordinary course of business consistent with past practices and, to the extent consistent therewith, and with no less diligence and effort than would be applied in the absence of this Agreement, seek to preserve intact its current business organizations, keep available the service of its and its subsidiaries' current key officers and key employees and preserve its relationships with customers and suppliers with the intention that its goodwill and ongoing businesses shall be materially unimpaired at the Effective Time. Without limiting the generality of the foregoing, except (i) as contemplated or permitted by this Agreement, (ii) as disclosed in Section 5.2 of the Parent Disclosure Letter or (iii) to the extent that the Company shall otherwise consent in writing, during the period from the date hereof to the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, neither Parent nor any of its subsidiaries will, without the prior written consent of the Companyshall:

Conduct of Business of Parent. Except (i) as contemplated or permitted by this Agreement, (ii) as disclosed in Section 5.2 of the Parent Disclosure Letter or (iii) to the extent that the Company shall otherwise consent in writing, during the period from the date hereof to the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, Parent shall and shall cause each of its subsidiaries to conduct their operations in the ordinary course of business consistent with past practices and, to the extent consistent therewith, and with no less diligence and effort than would be applied in the absence of this Agreement, seek to preserve intact its current business organizations, keep available the service of its and its subsidiaries’ current key officers and key employees and preserve its relationships with customers and suppliers with the intention that its goodwill and ongoing businesses shall be materially unimpaired at the Effective Time. Without limiting the generality of the foregoing, except (i) as contemplated or permitted by this Agreement, (ii) as disclosed in Section 5.2 of the Parent Disclosure Letter or (iii) to the extent that the Company shall otherwise consent in writing, during the period from the date hereof to the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, neither Parent nor any of its subsidiaries will, without the prior written consent of the Companyshall: