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

Conduct of Business of the Company. The Company hereby covenants and agrees that, prior to the Effective Time, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed) or except as otherwise expressly contemplated by this Agreement (including Sections 6.3(a) through 6.3(q) of the Company Disclosure Schedule) or the Related Agreements, the Company shall, and shall cause its Subsidiaries to, (i) operate its business in the usual and ordinary course consistent with past practice, (ii) use its commercially reasonable efforts to preserve substantially intact its business organization, maintain its rights and franchises, retain the services of its respective principal officers and key employees and maintain its relationships with its respective principal customers, suppliers and other persons with which it or any of its Subsidiaries has significant business relations and (iii) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear excepted. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement, Sections 6.3(a)-6.3(q) of the Company Disclosure Schedule or the Related Agreements or consented to in writing by Parent (which consent shall not be unreasonably withheld or delayed), the Company shall not, and shall not permit its Subsidiaries to, do any of the following:

Conduct of Business of the Company. The Company hereby covenants and agrees that, prior to During the period from the date of this Agreement until the Effective Time, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed) or except as otherwise expressly contemplated by this Agreement (including Sections 6.3(a) through 6.3(q) of the Company Disclosure Schedule) or the Related Agreements, the Company shall, and shall cause each of its Subsidiaries, except as expressly contemplated by this Agreement, as required by applicable Law, or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), to use its reasonable best efforts to conduct its business in the ordinary course of business consistent with past practice. To the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, (i) operate its business in the usual and ordinary course consistent with past practice, (ii) use its commercially reasonable best efforts to preserve substantially intact its and its Subsidiaries’ business organization, maintain its rights and franchises, retain to keep available the services of its respective principal and its Subsidiaries’ current officers and key employees employees, to preserve its and maintain its Subsidiaries’ present relationships with its respective principal customers, suppliers suppliers, distributors, licensors, licensees, and other persons Persons having business relationships with which it or any of its Subsidiaries has significant business relations and (iii) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear exceptedit. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly contemplated by this Agreement, Sections 6.3(a)-6.3(q) as set forth in Section 5.01 of the Company Disclosure Schedule Schedule, or as required by applicable Law, the Related Agreements or consented to in writing by Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld withheld, conditioned, or delayed), the Company shall not, and shall not permit its Subsidiaries to, do any of the following:):

Conduct of Business of the Company. The Company hereby covenants and agrees that, prior to During the period from the date of this Agreement until the earlier of the termination of this Agreement (in accordance with its terms) or the Effective Time, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed) or except as otherwise expressly contemplated by this Agreement (including Sections 6.3(a) through 6.3(q) of the Company Disclosure Schedule) or the Related Agreements, the Company shall, and shall cause each of its Subsidiaries, except as expressly permitted or required by this Agreement, as required by applicable Law, or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), to use its reasonable best efforts to conduct its business in all material respects in the ordinary course of business consistent with past practice in all material respects, and, to the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, (i) operate its business in the usual and ordinary course consistent with past practice, (ii) use its commercially reasonable best efforts to preserve substantially intact its business organization, maintain and its rights and franchises, retain the services of its respective principal officers and key employees and maintain its Subsidiaries’ present relationships with its respective principal customers, suppliers suppliers, distributors, licensors, licensees, and other persons Persons having business relationships with which it or any of its Subsidiaries has significant business relations and (iii) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear exceptedit. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly contemplated permitted or required by this Agreement, Sections 6.3(a)-6.3(q) of or as required by applicable Law, the Company Disclosure Schedule or shall not, nor shall it permit any of its Subsidiaries to, without the Related Agreements or consented to in writing by prior written consent of Parent (which consent shall not be unreasonably withheld withheld, conditioned, or delayed), the Company shall not, and shall not permit its Subsidiaries to, do any of the following:):

Conduct of Business of the Company. The (a) Except for matters set forth in Section 5.01(a) of the Company hereby covenants and agrees that, prior to the Effective Time, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld Disclosure Letter or delayed) or except as otherwise required or expressly contemplated by this Agreement or required by applicable Law or with the prior written consent of Parent (including Sections 6.3(a) through 6.3(q) such consent not to be unreasonably withheld, delayed or conditioned), from the date of this Agreement to the earlier of the Company Disclosure Scheduletermination of this Agreement and the Effective Time, (i) or the Related Agreements, the Company shall, and shall cause its Subsidiaries to, (i) operate its business conduct their respective businesses and operations in the usual and ordinary course of business consistent with past practicepractice in all material respects, and (ii) the Company shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to preserve substantially intact its their respective current business organization, maintain its rights organizations and franchises, retain the services of its respective principal officers and key employees and maintain its relationships with its respective principal customers, suppliers and other persons with which it or any of its Subsidiaries has significant business relations and (iii) use its commercially reasonable efforts to maintain their relations and keep its properties goodwill with all material suppliers, customers, landlords, creditors, employees and assets in as good repair and condition as at presentother Persons having material business relationships with the Company or any Subsidiary thereof. In addition, ordinary wear and tear excepted. Without without limiting the generality of the foregoing, and except for matters set forth in Section 5.01(a) of the Company Disclosure Letter or as otherwise expressly contemplated by this AgreementAgreement or required by applicable Law, Sections 6.3(a)-6.3(q) from the date of this Agreement to the earlier of the Company Disclosure Schedule or termination of this Agreement and the Related Agreements or consented to in writing by Parent (which consent shall not be unreasonably withheld or delayed)Effective Time, the Company shall not, and shall not permit any of its Subsidiaries to, do any of the following:following without the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned):

Conduct of Business of the Company. The Except for matters set forth in the Company hereby covenants and agrees that, Disclosure Letter or otherwise expressly permitted or required by this Agreement or required by applicable Law or with the prior to the Effective Time, unless written consent of Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld withheld, delayed or delayed) or except as otherwise expressly contemplated by conditioned), from the date of this Agreement (including Sections 6.3(a) through 6.3(q) to the earlier of the Company Disclosure Schedule) Effective Time or the Related Agreementstermination of this Agreement in accordance with its terms, the Company shall, and shall cause its Subsidiaries each Company Subsidiary to, (iA) operate conduct its business in the usual and ordinary course consistent with past practicepractice and, (iiB) to the extent consistent therewith, use its commercially reasonable efforts to (x) preserve substantially intact its present business organization, maintain its rights and franchises, retain (y) keep available the services of its respective principal present executive officers and key employees and maintain (z) preserve its present relationships with its respective principal customers, suppliers suppliers, licensors, licensees, distributors and other persons others having material business dealings with which it or any of its Subsidiaries has significant business relations and (iii) use its commercially reasonable efforts to maintain and keep its properties and assets it. In addition, except for matters set forth in as good repair and condition as at present, ordinary wear and tear excepted. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement, Sections 6.3(a)-6.3(q) of the Company Disclosure Schedule Letter or otherwise expressly permitted or required by this Agreement or required by applicable Law, from the date of this Agreement to the earlier of the Effective Time or the Related Agreements or consented to termination of this Agreement in writing by Parent (which consent shall not be unreasonably withheld or delayed)accordance with its terms, the Company shall not, and shall not permit its Subsidiaries any Company Subsidiary to, do any of the following:following without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned):

Conduct of Business of the Company. The Except for matters set forth in Section 6.01 of the Company hereby covenants and agrees thatDisclosure Letter or otherwise expressly permitted or required by this Agreement, as required by applicable Law or with the prior to the Effective Time, unless written consent of Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld withheld, delayed or delayed) or except as otherwise expressly contemplated by conditioned), from the Agreement Date to the earlier of the Offer Closing Time and the termination of this Agreement in accordance with its terms (including Sections 6.3(a) through 6.3(q) of the Company Disclosure Schedule) or the Related Agreements“Pre-Closing Period”), the Company shall, and shall cause its the Company Subsidiaries to, (i) operate conduct its business in the usual and ordinary course consistent with past practice, (ii) and use its commercially reasonable efforts to (x) preserve substantially intact its present business organization, maintain its rights and franchises, retain (y) keep available the services of its respective principal present officers at the vice president level and key employees and maintain its relationships with its respective principal customers, suppliers and other persons with which it or any of its Subsidiaries has significant business relations above and (iiiz) use preserve its commercially reasonable efforts to maintain present relationships and keep its properties goodwill with suppliers, licensors, licensees, contractors, partners and assets others having material business dealings with it. In addition, except for matters set forth in as good repair and condition as at present, ordinary wear and tear excepted. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement, Sections 6.3(a)-6.3(q) Section 6.01 of the Company Disclosure Schedule Letter or otherwise expressly permitted or required by this Agreement or required by applicable Law, during the Related Agreements or consented to in writing by Pre-Closing Period, the Company shall not, and shall cause the Company Subsidiaries not to, do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld withheld, delayed or delayed), the Company shall not, and shall not permit its Subsidiaries to, do any of the following:conditioned):

Conduct of Business of the Company. The Company hereby covenants From the date of this Agreement through the earlier of the termination of this Agreement and agrees that, prior to the Effective TimeTime (the “Interim Period”), unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed) or except as otherwise expressly contemplated by this Agreement (including Sections 6.3(a) through 6.3(q) set forth on Section 6.01 of the Company Disclosure Schedule) , expressly required or permitted by the Related Agreementsterms of this Agreement, required by Law or with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, (ix) operate conduct its business operations only in the usual and ordinary course of business consistent with past practice, practice and (iiy) use its commercially reasonable efforts to maintain and preserve substantially intact its business organization, maintain its rights and franchises, retain the services of its respective principal present executive officers and key employees and employees, maintain in the ordinary course of business consistent with past practice its relationships with with, and the good will of, its respective principal material customers, suppliers suppliers, and other persons Persons with which whom it or any of its Subsidiaries has significant similar business relations and (iii) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear exceptedrelationships. Without limiting the generality of the foregoing, and during the Interim Period, except as set forth in the immediately preceding sentence, as otherwise expressly contemplated required by the terms of this Agreement, Sections 6.3(a)-6.3(q) of the Company Disclosure Schedule Agreement or the Related Agreements or consented to in writing required by Parent (which consent shall not be unreasonably withheld or delayed)applicable Law, the Company shall not, and shall not permit any of its Subsidiaries to (and shall cause its Subsidiaries not to), do any without the prior written consent of the following:Parent (such consent not to be unreasonably withheld, conditioned or delayed):

Conduct of Business of the Company. The Except for matters set forth in Section 6.01 of the Company hereby covenants and agrees thatDisclosure Letter or otherwise expressly permitted or required by this Agreement, as required by applicable Law or with the prior to the Effective Time, unless written consent of Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld withheld, delayed or delayed) or except as otherwise expressly contemplated by conditioned), from the Agreement Date to the earlier of the Offer Closing Time and the termination of this Agreement in accordance with its terms (including Sections 6.3(a) through 6.3(q) of the Company Disclosure Schedule) or the Related Agreements“Pre-Closing Period”), the Company shall, and shall cause its the Company Subsidiaries to, (i) operate conduct its business in the usual and ordinary course consistent with past practice, (ii) and use its commercially reasonable efforts to (x) preserve substantially intact its present business organization, maintain its rights and franchises, retain (y) keep available the services of its respective principal present officers and key employees and maintain (z) preserve its present relationships and goodwill with its respective principal customerssuppliers, suppliers licensors, licensees, contractors, partners and other persons others having material business dealings with which it or any of its Subsidiaries has significant business relations and (iii) use its commercially reasonable efforts to maintain and keep its properties and assets it. In addition, except for matters set forth in as good repair and condition as at present, ordinary wear and tear excepted. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement, Sections 6.3(a)-6.3(q) Section 6.01 of the Company Disclosure Schedule Letter or otherwise expressly permitted or required by this Agreement or required by applicable Law, during the Related Agreements or consented to in writing by Pre-Closing Period, the Company shall not, and shall cause the Company Subsidiaries not to, do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld withheld, delayed or delayed), the Company shall not, and shall not permit its Subsidiaries to, do any of the following:conditioned):

Conduct of Business of the Company. The Except for matters set forth in the Company hereby covenants and agrees that, Disclosure Letter or otherwise expressly permitted or required by this Agreement or required by applicable Law or with the prior to the Effective Time, unless written consent of Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld withheld, delayed or delayed) or except as otherwise expressly contemplated by conditioned), from the date of this Agreement (including Sections 6.3(a) through 6.3(q) to the earlier of the Company Disclosure Schedule) Effective Time or the Related Agreementstermination of this Agreement in accordance with its terms, the Company shall, and shall cause its Subsidiaries each Company Subsidiary to, (i) operate conduct its business in the usual and ordinary course consistent with past practicecourse, (ii) use its commercially reasonable efforts to conduct its business in compliance with all applicable Laws and, to the extent consistent therewith, use commercially reasonable efforts to (x) preserve substantially intact its present business organization, maintain its rights and franchises, retain (y) keep available the services of its respective principal present executive officers and key employees and maintain (z) preserve its present relationships with its respective principal customers, suppliers suppliers, licensors, licensees, distributors and other persons others having material business dealings with which it or any of its Subsidiaries has significant business relations and (iii) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at presentit. In addition, ordinary wear and tear excepted. Without without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement, Sections 6.3(a)-6.3(q) for matters set forth on Section 4.01 of the Company Disclosure Schedule Letter (and on no other Section of the Company Disclosure Letter) or otherwise expressly permitted or required by this Agreement or required by applicable Law, from the date of this Agreement to the earlier of the Effective Time or the Related Agreements or consented to termination of this Agreement in writing by Parent (which consent shall not be unreasonably withheld or delayed)accordance with its terms, the Company shall not, and shall not permit its Subsidiaries any Company Subsidiary to, do any of the following:following without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned):

Conduct of Business of the Company. The Company hereby covenants and agrees thatExcept as required by applicable Law or as expressly contemplated by this Agreement, prior to during the period from the date hereof until the earlier of the Effective TimeTime and the termination of this Agreement in accordance with Article IX, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld withheld, delayed or delayed) or except as otherwise expressly contemplated by this Agreement (including Sections 6.3(a) through 6.3(q) of the Company Disclosure Schedule) or the Related Agreementsconditioned), the Company shallwill, and shall will cause each of its Subsidiaries to, (i) operate conduct its business operations in the usual and ordinary course of business consistent with past practicepractice and, to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement, and (ii) use its commercially reasonable efforts to seek to preserve substantially intact its current business organizationorganizations, maintain its rights and franchises, retain seek to keep available the services service of its respective principal officers current Employees, consultants, contractors, subcontractors and key employees agents, and maintain seek to preserve its relationships with its respective principal customers, suppliers and other persons others having business dealings with which it or any of the Company and its Subsidiaries has significant business relations and (iii) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear exceptedSubsidiaries. Without limiting the generality of the foregoing, and except as required by applicable Law, or as otherwise expressly contemplated or permitted by this Agreement, Sections 6.3(a)-6.3(q) prior to the earlier of the Company Disclosure Schedule or Effective Time and the Related Agreements or consented to termination of this Agreement in writing by Parent (which consent shall not be unreasonably withheld or delayed)accordance with Article IX, the Company shall not, and shall not permit any of its Subsidiaries to, do any without the prior consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the following:Parent,

Conduct of Business of the Company. Pending the Merger. The Company hereby covenants and agrees that, prior to during the period from the date hereof until the Effective Time, except as contemplated or permitted by this Agreement, as set forth in Section 5.1 of the Company Disclosure Schedule or as required by Law, or unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed) or except as otherwise expressly contemplated by this Agreement (including Sections 6.3(a) through 6.3(q) ), the business of the Company Disclosure Schedule) or and its subsidiaries shall be conducted in the Related Agreements, ordinary course and the Company shall, and shall cause its Subsidiaries to, (i) operate its business in the usual and ordinary course consistent with past practice, (ii) use its commercially reasonable efforts to preserve substantially intact its business organization, maintain and to preserve in all material respects its rights and franchises, retain the services of its respective principal officers and key employees and maintain its present relationships with its respective principal customers, suppliers and other persons with which it has material business relations; provided, however, that no action by the Company or any its subsidiaries with respect to matters specifically addressed by clauses (a)-(o) below shall be deemed a breach of its Subsidiaries has significant business relations this Section 5.1 unless such action constitutes a breach of such clauses (a)-(o). Between the date of this Agreement and (iii) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at presentthe Effective Time, ordinary wear and tear excepted. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated or permitted by this Agreement, Sections 6.3(a)-6.3(q) as set forth in Section 5.1 of the Company Disclosure Schedule or as required by Law, neither the Related Agreements or consented to in writing by Company nor any of its subsidiaries shall without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed), the Company shall not, and shall not permit its Subsidiaries to, do any of the following:):

Conduct of Business of the Company. The Company hereby covenants and agrees that, prior to During the period from the date of this Agreement until the Effective Time, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed) or except as otherwise expressly contemplated by this Agreement (including Sections 6.3(a) through 6.3(q) of the Company Disclosure Schedule) or the Related Agreements, the Company shall, and shall cause each of its Subsidiaries toSubsidiaries, except as expressly contemplated by this Agreement, as required by applicable Law, or with the prior written consent of Parent (i) operate which consent shall not be unreasonably withheld, conditioned, or delayed), to use its reasonable best efforts to conduct its business in the usual and ordinary course of business consistent with past practice, (ii) and, to the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable best efforts to preserve substantially intact its and its Subsidiaries’ business organization, maintain to pay its rights debts and franchisesTaxes, retain to keep available the services of its respective principal and its Subsidiaries’ current officers and key employees employees, to preserve its and maintain its Subsidiaries’ present relationships with its respective principal customers, suppliers suppliers, distributors, licensors, licensees, and other persons Persons having business relationships with which it or any of its Subsidiaries has significant business relations and (iii) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear exceptedit. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly contemplated by this Agreement, Sections 6.3(a)-6.3(q) as set forth in the applicable subsection of Section 5.01 of the Company Disclosure Schedule Schedules, or as required by applicable Law, the Related Agreements or consented to in writing by Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld withheld, conditioned, or delayed), the Company shall not, and shall not permit its Subsidiaries to, do any of the following:):

Conduct of Business of the Company. The Company hereby covenants and agrees thatExcept as expressly required by Law, as otherwise contemplated by this Agreement or as set forth in Section 5.01 of the Disclosure Letter, without the prior to the Effective Time, unless written consent of Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed) or except as otherwise expressly contemplated by ), during the period from the date of this Agreement (including Sections 6.3(a) through 6.3(q) of to the Effective Time the Company Disclosure Schedule) or the Related Agreements, the Company shall, will conduct and shall will cause each of its Subsidiaries to, (i) operate to conduct its operations in all material respects according to its ordinary and usual course of business in the usual and ordinary course a manner consistent with past practice, (ii) and the Company will use and will cause each of its Subsidiaries to use commercially reasonable efforts (i) to preserve substantially intact its business organization, maintain its rights and franchises, retain (ii) to keep available the services of its respective principal current officers and key employees and employees, (iii) to maintain its satisfactory relationships with its respective principal customers, suppliers and other persons those Persons having business relationships with which it the Company or any of its Subsidiaries has significant business relations and (iiiiv) use its commercially reasonable efforts to maintain and keep its properties and assets comply in as good repair and condition as at present, ordinary wear and tear exceptedall material respects with all applicable Laws. Without limiting the generality of the foregoing, foregoing and except as expressly required by Law, as otherwise expressly contemplated by this Agreement, Sections 6.3(a)-6.3(q) Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule or Letter, during the Related Agreements or consented to period specified in writing by the preceding sentence, without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed), the Company shall not, will not and shall will not permit any of its Subsidiaries to, do any of the following:

Conduct of Business of the Company. The Company hereby covenants shall, and agrees thatshall cause each of its Subsidiaries to, prior to during the period from the date of this Agreement until the Effective Time, unless except as expressly required by this Agreement, as set forth in Section 6.01 of the Company Disclosure Letter, as required by applicable Law, or with the prior written consent of Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld withheld, conditioned, or delayed) or except as otherwise expressly contemplated by this Agreement (including Sections 6.3(a) through 6.3(q) ), use commercially reasonable efforts to conduct its business in the ordinary course of business consistent with past practice in all material respects, and, to the Company Disclosure Schedule) or the Related Agreementsextent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, (i) operate its business in the usual and ordinary course consistent with past practice, (ii) use its commercially reasonable efforts to preserve substantially intact its and its Subsidiaries' business organization, maintain its rights and franchises, retain to keep available the services of its respective principal and its Subsidiaries' executive officers and key employees employees, to preserve its and maintain its Subsidiaries' present relationships with its respective principal material customers, suppliers suppliers, distributors, licensors, licensees, and other persons Persons having business relationships with which it or any of its Subsidiaries has significant business relations and (iii) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear exceptedit. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly contemplated required by this Agreement, Sections 6.3(a)-6.3(q) as set forth in Section 6.01 of the Company Disclosure Schedule Letter, or as required by applicable Law, the Related Agreements or consented to in writing by Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld withheld, conditioned, or delayed), the Company shall not, and shall not permit its Subsidiaries to, do any of the following:):

Conduct of Business of the Company. The Company hereby covenants and agrees that, prior to During the period from the date of this Agreement until the Effective Time, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed) or except as otherwise expressly contemplated by this Agreement (including Sections 6.3(a) through 6.3(q) of the Company Disclosure Schedule) or the Related Agreements, the Company shall, and shall cause each of its Subsidiaries toSubsidiaries, except as expressly contemplated by this Agreement or as required by applicable Law or with the prior written consent of Parent (i) operate which consent shall not be unreasonably withheld, conditioned, or delayed), to conduct its business in the usual and ordinary course of business consistent with past practice, (ii) and, to the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable efforts to preserve substantially intact its and its Subsidiaries’ business organization, maintain its rights and franchises, retain to keep available the services of its respective principal and its Subsidiaries’ current officers and key employees employees, to preserve its and maintain its Subsidiaries’ present relationships with its respective principal customers, suppliers suppliers, distributors, licensors, licensees, and other persons Persons having business relationships with which it or any of its Subsidiaries has significant business relations and (iii) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear exceptedit. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly contemplated by this Agreement, Sections 6.3(a)-6.3(q) as set forth in Section 5.01 of the Company Disclosure Schedule Letter, or as required by applicable Law, the Related Agreements or consented to in writing by Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld withheld, conditioned, or delayed), the Company shall not, and shall not permit its Subsidiaries to, do any of the following:):

Conduct of Business of the Company. The Except as expressly contemplated by this Agreement and except to the extent Parent shall otherwise consent in writing, the Company hereby covenants and agrees that, prior to during the period beginning on the Agreement Date and ending on the earlier of the termination of this Agreement or the Effective Time, unless Parent (i) the business of the Company shall otherwise consent in writing (which consent be conducted only in, and the Company shall not be unreasonably withheld take any action except in the ordinary course of business and in a manner consistent with past practice or delayed) or except as otherwise expressly contemplated by this Agreement (including Sections 6.3(a) through 6.3(q) of the Company Disclosure Schedule) or the Related Agreements, the Company shall, and shall cause its Subsidiaries to, (i) operate its business in the usual and ordinary course consistent with past practice, Agreement; (ii) the Company shall use its best efforts to preserve intact its business organization, (iii) the Company shall use commercially reasonable efforts to keep available the services of the current employees of and consultants to the Company; and (iv) the Company shall use commercially reasonable efforts to preserve substantially intact its business organization, maintain its rights and franchises, retain the services current relationships of its respective principal officers and key employees and maintain its relationships the Company with its respective principal customers, suppliers and other persons with which it or any of its Subsidiaries the Company has significant business relations and (iii) use its commercially reasonable efforts to maintain and keep its properties and assets in relations. Except as good repair and condition as at present, ordinary wear and tear excepted. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement, Sections 6.3(a)-6.3(q) of and without limiting the Company Disclosure Schedule or the Related Agreements or consented to in writing by Parent (which consent shall not be unreasonably withheld or delayed)foregoing, the Company shall not, and shall not permit its Subsidiaries todirectly or indirectly do, do or propose to do, any of the followingfollowing without the written consent of the Parent, with it being understood that each of such clauses below shall constitute an independent obligation of the Company, not qualified by any other such clause, and shall be deemed to be cumulative:

Conduct of Business of the Company. The Company hereby covenants and agrees that, prior to From the date of this Agreement until the Effective TimeTime (or such earlier date on which this Agreement may be terminated pursuant to Section 7.01), unless Parent shall otherwise consent in writing (which such consent shall not to be unreasonably withheld withheld, conditioned or delayed) or except as otherwise expressly contemplated by this Agreement (including Sections 6.3(a) through 6.3(q) set forth in Section 5.01 of the Company Disclosure Schedule) Schedule or the Related Agreementsas otherwise expressly permitted, contemplated or required by this Agreement or required by applicable Law, the Company shall, and shall cause its Subsidiaries each Company Subsidiary to, (i) operate conduct its business in the usual and ordinary course of business consistent with past practice, and (ii) use its commercially reasonable efforts to preserve substantially intact and maintain its business organizationorganization and goodwill of material suppliers and customers and other Persons having business relationships with the Company, maintain its rights and franchises, retain to keep available the services of its respective principal their present officers and key employees on terms and maintain its relationships with its respective principal customers, suppliers conditions substantially comparable to those currently in effect. In addition to and other persons with which it or any of its Subsidiaries has significant business relations and (iii) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear excepted. Without without limiting the generality of the foregoing, and except as otherwise required by applicable Law or this Agreement or as expressly contemplated by this Agreement, Sections 6.3(a)-6.3(q) set forth in Section 5.01 of the Company Disclosure Schedule Schedule, from the date hereof until the Effective Time (or such earlier date on which this Agreement may be terminated pursuant to Section 7.01), without the Related Agreements or consented to in writing by prior written consent of Parent (which such consent shall not to be unreasonably withheld withheld, conditioned or delayed), the Company shall not, and shall not permit its Subsidiaries to, do any of the followingCompany Subsidiaries to:

Conduct of Business of the Company. The Company hereby covenants and agrees thatExcept as permitted or contemplated by this Agreement or as required by applicable Law, prior to during the period from the date of this Agreement until the Effective Time, unless Parent shall Purchaser otherwise consent consents in writing (which consent shall not be unreasonably withheld or delayed) or except as otherwise expressly contemplated by this Agreement (including Sections 6.3(a) through 6.3(q) of the Company Disclosure Schedule) or the Related Agreements, the Company shall, and shall cause its Subsidiaries to, (i) operate its business in the usual and ordinary course consistent with past practice, (ii) use its commercially reasonable efforts to preserve substantially intact its business organization, maintain its rights and franchises, retain the services of its respective principal officers and key employees and maintain its relationships with its respective principal customers, suppliers and other persons with which it or any of its Subsidiaries has significant business relations and (iii) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear excepted. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement, Sections 6.3(a)-6.3(q) of the Company Disclosure Schedule or the Related Agreements or consented to in writing by Parent (which consent shall will not be unreasonably withheld or delayed), the Company shall, and shall cause each of its Subsidiaries to: (x) conduct its business in the ordinary course consistent with past practice; (y) use commercially reasonable efforts to comply in all material respects with all applicable Laws and the requirements of all Material Contracts; and (z) use commercially reasonable efforts to: (i) maintain and preserve intact its business organization and the goodwill of those having business relationships with it; and (ii) retain the services of its present officers and key employees. Without limiting the generality of the foregoing, except as expressly permitted or contemplated by this Agreement, as set forth on Schedule 5.2 or as required by applicable Law, during the period from the date of this Agreement until the Effective Time, the Company shall not, and shall not permit any of its Subsidiaries to, do any of the following:to unless Purchaser otherwise consents in writing (which such consent shall not be unreasonably withheld or delayed):

Conduct of Business of the Company. The Company hereby covenants shall, and agrees thatshall cause each of its Subsidiaries to, prior to during the period from the date of this Agreement until the Effective Time, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed) or except as otherwise expressly contemplated by this Agreement (including Sections 6.3(a) through 6.3(q) of the Company Disclosure Schedule) or the Related AgreementsExchange Agreements or as required by applicable Law or with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), conduct its business in all material respects in the ordinary course of business consistent with past practice, and, to the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, (i) operate its business in the usual and ordinary course consistent with past practice, (ii) use its commercially reasonable efforts to preserve substantially intact its and its Subsidiaries’ business organization, maintain its rights and franchises, retain the services of its respective principal officers and key employees and maintain its relationships with its respective principal customers, suppliers and other persons with which it or any of its Subsidiaries has significant business relations and (iii) use its commercially reasonable efforts to maintain keep available the services of its and keep its properties Subsidiaries’ current officers and assets in as good repair key employees, use its commercially reasonable efforts to preserve its and condition as at presentits Subsidiaries’ present relationships with material customers, ordinary wear suppliers, distributors, licensors, licensees and tear exceptedother Persons having business relationships with it. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly contemplated by this Agreement, Sections 6.3(a)-6.3(q) Agreement or the Exchange Agreements or as set forth on Section 5.01 of the Company Disclosure Schedule Letter or as required by applicable Law, the Related Agreements or consented to in writing by Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed), the Company shall not, and shall not permit its Subsidiaries to, do any of the following:):

Conduct of Business of the Company. The Company hereby covenants shall, and agrees thatshall cause each of its Subsidiaries to, prior to during the period from the date of this Agreement until the Effective Time, unless except as expressly contemplated by this Agreement or as required by applicable Law or with the prior written consent of Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld withheld, conditioned, or delayed) or except as otherwise expressly contemplated by this Agreement (including Sections 6.3(a) through 6.3(q) ), conduct its business in the ordinary course of business consistent with past practice in all material respects, and, to the Company Disclosure Schedule) or the Related Agreementsextent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, (i) operate its business in the usual and ordinary course consistent with past practice, (ii) use its commercially all reasonable efforts to preserve substantially intact its and its Subsidiaries’ business organizationorganization in all material respects, maintain its rights and franchises, retain to keep available the services of its respective principal and its Subsidiaries’ current officers and key employees employees, and maintain to preserve its and its Subsidiaries’ present relationships with its respective principal customers, suppliers suppliers, distributors, licensors, licensees and other persons Persons having business relationships with which it or any of its Subsidiaries has significant business relations and (iii) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear exceptedit. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time (or from such time as indicated below and continuing until the Effective Time, as applicable), except as otherwise expressly contemplated by this Agreement, Sections 6.3(a)-6.3(q) Agreement or as set forth on Section 5.01 of the Company Disclosure Schedule Letter or as required by applicable Law, the Related Agreements or consented to in writing by Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld withheld, conditioned or delayed), the Company shall not, and shall not permit its Subsidiaries to, do any of the following:):

Conduct of Business of the Company. The Except for matters set forth in Section 5.01 of the Company hereby covenants and agrees that, Disclosure Letter or otherwise specifically permitted or required by this Agreement or required by applicable Law or with the prior to the Effective Time, unless written consent of Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld withheld, delayed or delayed) or except as otherwise expressly contemplated by conditioned), from the date of this Agreement (including Sections 6.3(a) through 6.3(q) of to the Company Disclosure Schedule) or the Related AgreementsEffective Time, the Company shall, and shall cause its Subsidiaries each Company Subsidiary to, (i) operate conduct its business in the usual and ordinary course and, to the extent consistent with past practicetherewith, use commercially reasonable efforts to (i) preserve intact its present business organization, (ii) use its commercially reasonable efforts to preserve substantially intact its business organizationmaintain in effect all Authorizations, maintain its rights and franchises, retain (iii) keep available the services of its respective principal officers and key employees and maintain (iv) preserve its present relationships with its respective principal customers, suppliers suppliers, licensors, licensees, distributors and other persons others having material business dealings with which it or any of its Subsidiaries has significant business relations and (iii) use its commercially reasonable efforts to maintain and keep its properties and assets it. In addition, except for matters set forth in as good repair and condition as at present, ordinary wear and tear excepted. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement, Sections 6.3(a)-6.3(q) Section 5.01 of the Company Disclosure Schedule Letter or otherwise specifically permitted or required by this Agreement or required by applicable Law, from the Related Agreements or consented date of this Agreement to in writing by Parent (which consent shall not be unreasonably withheld or delayed)the Effective Time, the Company shall not, and shall not permit its Subsidiaries any Company Subsidiary to, do any of the following:following without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned):

Conduct of Business of the Company. The Company hereby covenants During the period from the date hereof through the earlier of the termination of this Agreement in accordance with Article IX and agrees that, prior to the Effective Time, unless except as required by applicable Law, with the prior written consent of Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld withheld, conditioned or delayed) ), or except as otherwise expressly contemplated by this Agreement (including Sections 6.3(a) through 6.3(q) set forth in Section 7.1 of the Company Disclosure Schedule) or the Related AgreementsLetter, the Company shall, and shall cause each of its Subsidiaries to, (ix) operate conduct its business in the usual and ordinary course of business consistent with past practice, and (iiy) use its commercially reasonable efforts to preserve substantially intact its business organization, maintain its rights and franchises, retain the services of its respective principal officers and key employees and maintain its relationships with its respective principal customers, suppliers and other persons with which it or any of its Subsidiaries has significant business relations and (iii) use its commercially reasonable efforts to maintain and preserve intact its business organization, keep available the services of key employees and maintain satisfactory relationships with customers, suppliers, distributors, licensors, licensees and other persons having a business relationship with the Company or any of its properties and assets in as good repair and condition as at present, ordinary wear and tear exceptedSubsidiaries. Without limiting the generality foregoing, during the period from the date hereof through the earlier of the foregoingtermination of this Agreement in accordance with Article IX and the Effective Time, and except as otherwise required by applicable Law, as expressly contemplated by required pursuant to this Agreement, Sections 6.3(a)-6.3(q) with the prior written consent of the Company Disclosure Schedule or the Related Agreements or consented to in writing by Parent (which consent shall not be unreasonably withheld withheld, conditioned or delayed), or as set forth in the corresponding subsection of Section 7.1 of the Company Disclosure Letter, the Company shall not, and shall not permit cause its Subsidiaries not to, do any of the following:

Conduct of Business of the Company. The Company hereby covenants and agrees that, prior to During the period from the date of this Agreement until the Effective Time, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed) or except as otherwise expressly contemplated by this Agreement (including Sections 6.3(a) through 6.3(q) of the Company Disclosure Schedule) or the Related Agreements, the Company shall, and shall cause each of its Subsidiaries toSubsidiaries, except as expressly permitted or required by this Agreement, as required by applicable Law, or with the prior written consent of Parent (i) operate which consent shall not be unreasonably withheld, conditioned, or delayed), to use commercially reasonable efforts to conduct its business only in the usual and ordinary course of business consistent with past practice, (ii) and, to the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable efforts to preserve substantially intact its and its Subsidiaries’ business organization, maintain its rights and franchises, retain to keep available the services of its respective principal and its Subsidiaries’ current officers and key employees employees, to preserve its and maintain its Subsidiaries’ present relationships with its respective principal material customers, suppliers suppliers, distributors, licensors, licensees, and other persons Persons having material business relationships with which it or any of its Subsidiaries has significant business relations and (iii) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear exceptedit. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly contemplated permitted or required by this Agreement, Sections 6.3(a)-6.3(q) as set forth in Section 5.01 of the Company Disclosure Schedule Letter, or as required by applicable Law, the Related Agreements or consented to in writing by Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld withheld, conditioned, or delayed), the Company shall not, and shall not permit its Subsidiaries to, do any of the following:):

Conduct of Business of the Company. The Company hereby covenants and agrees that, prior to From the date of this Agreement until the Effective TimeTime (or the earlier termination of this Agreement in accordance with its terms), except as required by applicable Law or as expressly required by this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule or unless Parent shall otherwise consent in writing (which such consent shall not to be unreasonably withheld withheld, conditioned or delayed) or except as otherwise expressly contemplated by this Agreement (including Sections 6.3(a) through 6.3(q) of the Company Disclosure Schedule) or the Related Agreements), the Company shall, and shall cause each of its Subsidiaries to, (i) operate conduct its business in the usual and ordinary course of business consistent with past practice, and (ii) use its commercially reasonable best efforts to maintain its assets and properties and preserve substantially intact and maintain its business organization, maintain its rights organization and franchises, retain goodwill of those having business relationships with any of it and to keep available the services of its respective principal present officers and key employees on terms and maintain its relationships with its respective principal customers, suppliers conditions substantially comparable to those currently in effect. In addition to and other persons with which it or any of its Subsidiaries has significant business relations and (iii) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear excepted. Without without limiting the generality of the foregoing, and from the date hereof until the Effective Time (or the earlier termination of this Agreement in accordance with its terms), except as otherwise required by applicable Law or as expressly contemplated required by this Agreement, Sections 6.3(a)-6.3(q) Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule or Schedule, without the Related Agreements or consented to in writing by prior written consent of Parent (which such consent shall not to be unreasonably withheld withheld, conditioned or delayed), the Company shall not, and shall not permit any of its Subsidiaries to, do any of the following:

Conduct of Business of the Company. The Company hereby covenants and agrees that, prior to the Effective Time, unless Parent shall otherwise consent Except for matters set forth in writing (which consent shall not be unreasonably withheld or delayed) or except as otherwise expressly contemplated by this Agreement (including Sections 6.3(a) through 6.3(q) Section 4.1 of the Company Disclosure Schedule) Letter or the Related Agreements, the Company shall, and shall cause its Subsidiaries to, (i) operate its business in the usual and ordinary course consistent with past practice, (ii) use its commercially reasonable efforts to preserve substantially intact its business organization, maintain its rights and franchises, retain the services of its respective principal officers and key employees and maintain its relationships with its respective principal customers, suppliers and other persons with which it otherwise specifically permitted or any of its Subsidiaries has significant business relations and (iii) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear excepted. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated required by this Agreement, Sections 6.3(a)-6.3(q) Agreement or as required by applicable Law or with the prior written consent of the Company Disclosure Schedule or the Related Agreements or consented to in writing by Parent (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned), from the Agreement Date until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, the Company shall notconduct its business in the ordinary course and use commercially reasonable efforts to (i) preserve intact its present business organization, (ii) keep available the services of its officers and employees, (iii) preserve and maintain the Company Intellectual Property, and (iv) preserve its present relationships with suppliers, licensors, licensees, distributors and others having material business dealings with it. In addition, and without limiting the generality of the foregoing, except for matters set forth in Section 4.1 of the Company Disclosure Letter or otherwise specifically permitted or required by this Agreement or required by applicable Law, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, the Company shall not permit its Subsidiaries to, do any of the following:following without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned):

Conduct of Business of the Company. The Company hereby covenants and agrees that, prior to During the period from the date of this Agreement until the earlier of the termination of this Agreement (in accordance with its terms) or the Effective Time, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed) or except as otherwise expressly contemplated by this Agreement (including Sections 6.3(a) through 6.3(q) of the Company Disclosure Schedule) or the Related Agreements, the Company shall, and shall cause each of its Subsidiaries to, except as permitted or contemplated by this Agreement, as set forth on Section 5.01 of the Company Disclosure Letter, as required by applicable Law, or with the prior written consent of Parent (i) operate which consent shall not be unreasonably withheld, conditioned, or delayed), to conduct its business in the usual and ordinary course of business consistent with past practicepractice in all material respects, (ii) and, to the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable efforts to preserve substantially intact its and its Subsidiaries’ business organization, maintain its rights and franchises, retain to keep available the services of its respective principal and its Subsidiaries’ current officers and key employees employees, to preserve its and maintain its Subsidiaries’ present relationships with its respective principal customers, suppliers suppliers, distributors, licensors, licensees, and other persons Persons having business relationships with which it or any of its Subsidiaries has significant business relations and (iii) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear exceptedit. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly permitted or contemplated by this Agreement, Sections 6.3(a)-6.3(q) of or as required by applicable Law, the Company Disclosure Schedule or shall not, nor shall it permit any of its Subsidiaries to, without the Related Agreements or consented to in writing by prior written consent of Parent (which consent shall not be unreasonably withheld withheld, conditioned, or delayed), the Company shall not, and shall not permit its Subsidiaries to, do any of the following:):

Conduct of Business of the Company. The Company hereby covenants During the period from the date of this Agreement and agrees that, prior to continuing until the Effective Time, the Company and each Subsidiary agrees (unless the Company is required to take such action pursuant to this Agreement or Parent shall otherwise give its prior consent in writing (which consent shall not be unreasonably withheld or delayedwithheld) or except as otherwise expressly contemplated by this Agreement (including Sections 6.3(a) through 6.3(q) of the Company Disclosure Schedule) or the Related Agreements, the Company shall, and shall cause its Subsidiaries to, (i) operate to carry on its business in the usual and ordinary course consistent with past practicepractice and in any event substantially consistent with the Operating Plan provided to Parent prior to the date of this Agreement, (ii) to use its all commercially reasonable efforts to preserve substantially intact its present business organization, maintain its rights and franchises, retain keep available the services of its respective principal present officers and key employees Key Employees and maintain preserve its relationships with its respective principal customers, suppliers suppliers, distributors, licensors, licensees, independent contractors and other persons Persons having business dealings with which it or any it, all with the express purpose and intent of its Subsidiaries has significant preserving unimpaired the Company’s and each Subsidiary’s goodwill and ongoing business relations and (iii) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear exceptedthe Effective Time. 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 or the Effective Time, except as otherwise expressly contemplated by this Agreement, Sections 6.3(a)-6.3(q) of set forth in the Company Disclosure Schedule or the Related Agreements as required or consented to in writing expressly permitted by Parent (which consent shall not be unreasonably withheld or delayed)this Agreement, neither the Company shall not, and shall not permit nor any of its Subsidiaries toshall do, do cause or permit any of the following, without the prior written consent of Parent:

Conduct of Business of the Company. The Except for matters expressly permitted or contemplated by this Agreement, set forth in Section 7.01 of the Company hereby covenants and agrees thatDisclosure Schedule, prior or as otherwise consented to in advance in writing by Parent, from the date of this Agreement to the Effective Time, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed) or except as otherwise expressly contemplated by this Agreement (including Sections 6.3(a) through 6.3(q) of the Company Disclosure Schedule) or the Related Agreements, the Company shallshall use reasonable best efforts to, and shall cause each of its Subsidiaries to, (i) operate conduct its business in the usual and ordinary course consistent with past practice, maintain in effect all of its Governmental Authorizations necessary to conduct its business in the ordinary course consistent with past practice and (i) preserve intact its material assets, material Intellectual Property rights and current business organization, (ii) use its commercially reasonable efforts to preserve substantially intact its business organization, maintain its rights and franchises, retain keep available the services of its respective principal directors, officers and key employees and maintain employees, or (iii) preserve its relationships with its respective principal customers, suppliers partners, suppliers, licensors, licensees, distributors and other persons others having material business relationships with which it or any with the objective of its Subsidiaries has significant preserving unimpaired their goodwill and ongoing business relations and (iii) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at presentthe Effective Time. In addition, ordinary wear and tear excepted. Without without limiting the generality of the foregoing, and except as otherwise for matters expressly permitted or contemplated by this Agreement, Sections 6.3(a)-6.3(q) Agreement or set forth in Section 7.01 of the Company Disclosure Schedule or Schedule, from the Related Agreements or consented to in writing by Parent (which consent shall not be unreasonably withheld or delayed)date of this Agreement until the Effective Time, the Company shall not, and nor shall not it permit any of its Subsidiaries to, do any of the followingfollowing without the prior written consent of Parent:

Conduct of Business of the Company. The Company hereby covenants and agrees that, prior to During the period from the date of this Agreement until the Effective Time, unless except as expressly contemplated by this Agreement or as required by applicable Law or with the prior written consent of Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld withheld, conditioned, or delayed) or except as otherwise expressly contemplated by this Agreement (including Sections 6.3(a) through 6.3(q) of the Company Disclosure Schedule) or the Related Agreements), the Company shall, and shall cause each of its Subsidiaries to, (i) operate use its commercially reasonable efforts to conduct its business in the usual and ordinary course of business consistent with past practice, (ii) and, to the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable efforts to preserve substantially intact its and its Subsidiaries’ business organization, maintain its rights and franchises, retain to keep available the services of its respective principal and its Subsidiaries’ current officers and key employees employees, to preserve its and maintain its Subsidiaries’ present relationships with its respective principal customers, suppliers suppliers, distributors, licensors, licensees, and other persons Persons having business relationships with which it or any of its Subsidiaries has significant business relations and (iii) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear exceptedit. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly contemplated by this Agreement, Sections 6.3(a)-6.3(q) as set forth in Section 5.01 of the Company Disclosure Schedule Letter, or as required by applicable Law, the Related Agreements or consented to in writing by Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld withheld, conditioned, or delayed), the Company shall not, and shall not permit its Subsidiaries to, do any of the following:):

Conduct of Business of the Company. The Company hereby covenants and agrees that, prior to During the period from the date of this Agreement until the Effective Time, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed) or except as otherwise expressly contemplated by this Agreement (including Sections 6.3(a) through 6.3(q) of the Company Disclosure Schedule) or the Related Agreements, the Company shall, and shall cause each of its Subsidiaries to, except as expressly contemplated by this Agreement or as required by applicable Law or with the prior written consent of Parent (i) operate which consent shall not be unreasonably withheld, conditioned, or delayed), conduct its business in the usual and ordinary course of business consistent with past practice, (ii) and, to the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable best efforts to preserve substantially intact its and its Subsidiaries’ business organization, maintain its rights and franchises, retain to keep available the services of its respective principal and its Subsidiaries’ current officers and key employees employees, to maintain in effect all necessary licenses, permits, consents, franchises and maintain approvals and authorizations, to preserve its and its Subsidiaries’ present relationships with its respective principal customers, suppliers suppliers, distributors, licensors, licensees, and other persons Persons having business relationships with which it or any of its Subsidiaries has significant business relations and (iii) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear exceptedit. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly contemplated by this Agreement, Sections 6.3(a)-6.3(q) as set forth in Section 5.01 of the Company Disclosure Schedule Letter, or as required by applicable Law, the Related Agreements or consented to in writing by Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld withheld, conditioned, or delayed), the Company shall not, and shall not permit its Subsidiaries to, do any of the following:):

Conduct of Business of the Company. The Company hereby covenants and agrees that, prior to During the period from the date of this Agreement until the Effective Time, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed) or except as otherwise expressly contemplated by this Agreement (including Sections 6.3(a) through 6.3(q) of the Company Disclosure Schedule) or the Related Agreements, the Company shall, and shall cause each of its Subsidiaries toSubsidiaries, except as expressly permitted or required by this Agreement, as required by applicable Law, or with the prior written consent of Parent (i) operate which consent shall not be unreasonably withheld, conditioned, or delayed), to use its commercially reasonable efforts to conduct its business only in the usual and ordinary course of business consistent with past practice, (ii) and, to the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable efforts to preserve substantially intact its and its Subsidiaries’ business organization, maintain its rights and franchises, retain to keep available the services of its respective principal and its Subsidiaries’ current officers and key employees employees, to preserve its and maintain its Subsidiaries’ present relationships with its respective principal customers, suppliers suppliers, distributors, licensors, licensees, and other persons Persons having business relationships with which it or any of its Subsidiaries has significant business relations and (iii) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear exceptedit. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as (i) otherwise expressly contemplated permitted or required by this AgreementAgreement or the Support Agreement (including without limitation with respect to the Carveout Assets, Sections 6.3(a)-6.3(q) the Cherry Avenue Proceeds, and the issuance of the Acquisition Support Debentures); (ii) as required by applicable Law; or (iii) in connection with the Permitted Dispositions, the Company Disclosure Schedule or shall not, nor shall it permit any of its Subsidiaries to, without the Related Agreements or consented to in writing by prior written consent of Parent (which consent shall not be unreasonably withheld withheld, conditioned, or delayed), the Company shall not, and shall not permit its Subsidiaries to, do any of the following:):

Conduct of Business of the Company. The Company hereby covenants and agrees that, prior to During the period from the date of this Agreement until the Effective Time, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed) or except as otherwise expressly contemplated by this Agreement (including Sections 6.3(a) through 6.3(q) of the Company Disclosure Schedule) or the Related Agreements, the Company shall, and shall cause each of its Subsidiaries to, except as expressly contemplated by this Agreement or as required by applicable Law or with the prior written consent of Parent (i) operate which consent shall not be unreasonably withheld, conditioned, or delayed), use its reasonable best efforts to conduct its business in the usual and ordinary course of business consistent with past practice, (ii) and, to the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable best efforts to preserve substantially intact its and its Subsidiaries’ business organization, maintain its rights and franchises, retain to keep available the services of its respective principal and its Subsidiaries’ current officers and key employees employees, to maintain in effect all necessary licenses, permits, consents, franchises and maintain approvals and authorizations, to preserve its and its Subsidiaries’ present relationships with its respective principal customers, suppliers suppliers, distributors, licensors, licensees, and other persons Persons having business relationships with which it or any of its Subsidiaries has significant business relations and (iii) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear exceptedit. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly contemplated by this Agreement, Sections 6.3(a)-6.3(q) as set forth in Section 5.01 of the Company Disclosure Schedule Letter, or as required by applicable Law, the Related Agreements or consented to in writing by Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld withheld, conditioned, or delayed), the Company shall not, and shall not permit its Subsidiaries to, do any of the following:):

Conduct of Business of the Company. The Company hereby covenants and agrees that, prior From the Agreement Date to the Effective Timeearlier of the Offer Closing Time and the termination of this Agreement in accordance with its terms (the “Pre-Closing Period”), unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed) or except as otherwise expressly contemplated by this Agreement (including Sections 6.3(a) through 6.3(q) of the Company Disclosure Schedule) or the Related Agreements, the Company shall, and shall cause its Subsidiaries to, (i) operate its business in the usual and ordinary course consistent with past practice, (ii) use its commercially reasonable efforts to preserve substantially intact its business organization, maintain its rights and franchises, retain the services of its respective principal officers and key employees and maintain its relationships with its respective principal customers, suppliers and other persons with which it or any of its Subsidiaries has significant business relations and (iii) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear excepted. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement, Sections 6.3(a)-6.3(q) of the Company Disclosure Schedule or the Related Agreements or consented to in writing in advance by Parent (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned), as set forth in the Company Disclosure Letter, as expressly and specifically required by this Agreement, as may be required to appropriately carry out the transactions contemplated by this Agreement or as may be required to facilitate compliance with applicable Law, the Company and its subsidiaries shall (x) conduct their business in all material respects in the ordinary course of business, (y) use commercially reasonable efforts to maintain and preserve in all material respects the cash, assets, properties, rights, business consistent with the ordinary course of business, and employee, customer, supplier and other commercial relations of the Company and its subsidiaries and (z) use commercially reasonable efforts to request such consents, provide such notices and enter into such instruments reasonably required in connection with the Transactions pursuant to any Material Contract. In addition, except as set forth in Section 6.01 of the Company Disclosure Letter, or otherwise expressly and specifically permitted or required by this Agreement, or required by applicable Law, during the Pre-Closing Period, the Company shall not, and shall not permit directly or indirectly (in each case including through or in respect of any of its Subsidiaries to, subsidiaries) do any of the following:following without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned):

Conduct of Business of the Company. The Except for matters set forth in Section 6.01 of the Company hereby covenants and agrees thatDisclosure Letter or otherwise expressly permitted or required by this Agreement, as required by applicable Law or with the prior to the Effective Time, unless written consent of Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld withheld, delayed or delayed) or except as otherwise expressly contemplated by conditioned), from the Agreement Date to the earlier of the Effective Time and the termination of this Agreement in accordance with its terms (including Sections 6.3(a) through 6.3(q) of the Company Disclosure Schedule) or the Related Agreements“Pre-Closing Period”), the Company shall, and shall cause its the Company Subsidiaries to, (i) operate to conduct its business in the usual ordinary course, and ordinary course consistent with past practice, (ii) use its commercially reasonable efforts to (x) preserve substantially intact its present business organization, maintain its rights and franchises, retain (y) keep available the services of its respective principal present officers at the vice-president level and key employees and maintain its relationships with its respective principal customers, suppliers and other persons with which it or any of its Subsidiaries has significant business relations above and (iiiz) use preserve its commercially reasonable efforts to maintain present relationships and keep its properties goodwill with suppliers, licensors, licensees, contractors, partners and assets in as good repair and condition as at present, ordinary wear and tear excepted. Without limiting others having material business dealings with it (it being agreed that matters addressed by the generality specific provisions of the foregoingnext sentence shall be governed by such provisions rather than the general provisions of this sentence). In addition, and except as otherwise expressly contemplated by this Agreement, Sections 6.3(a)-6.3(q) for matters set forth in Section 6.01 of the Company Disclosure Schedule Letter or otherwise expressly permitted or required by this Agreement or required by applicable Law, during the Related Agreements or consented to in writing by Parent (which consent shall not be unreasonably withheld or delayed)Pre-Closing Period, the Company shall not, and shall cause the Company Subsidiaries not permit its Subsidiaries to, do any of the following:following without the prior written consent of Parent (which consent, in the case of Sections 6.01(f), (g), (h), (i), (k), (l), (m), (n), (q), (r), and (s), shall not be unreasonably withheld, delayed or conditioned):

Conduct of Business of the Company. The Company hereby covenants and agrees that, prior to the Effective Time, unless Parent shall otherwise consent Except for matters set forth in writing (which consent shall not be unreasonably withheld or delayed) or except as otherwise expressly contemplated by this Agreement (including Sections 6.3(a) through 6.3(q) Section 5.01 of the Company Disclosure Schedule) Letter or the Related Agreements, the Company shall, and shall cause its Subsidiaries to, (i) operate its business in the usual and ordinary course consistent with past practice, (ii) use its commercially reasonable efforts to preserve substantially intact its business organization, maintain its rights and franchises, retain the services of its respective principal officers and key employees and maintain its relationships with its respective principal customers, suppliers and other persons with which it or any of its Subsidiaries has significant business relations and (iii) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear excepted. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated permitted or required by this Agreement, Sections 6.3(a)-6.3(q) Agreement or required by applicable Law or with the prior written consent of the Company Disclosure Schedule or the Related Agreements or consented to in writing by Parent (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned), from the date of this Agreement to the earlier of the Offer Closing Time or the termination of this Agreement in accordance with its terms, the Company shall conduct its business in the ordinary course and, use commercially reasonable efforts to (x) preserve intact its present business organization, (y) keep available the services of its present executive officers and key employees, including employees at the vice president level and above and (z) preserve its present relationships and goodwill with customers, suppliers, licensors, licensees, distributors, contractors, partners and others having material business dealings with it. In addition, except for matters set forth in Section 5.01 of the Company Disclosure Letter or otherwise expressly permitted or required by this Agreement or required by applicable Law, from the date of this Agreement to the earlier of the Offer Closing Time or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause the Company Subsidiary not permit its Subsidiaries to, do any of the following:following without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned):

Conduct of Business of the Company. The Company hereby covenants and agrees that, prior to During the period from the date of this Agreement until the Effective Time, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed) or except as otherwise expressly contemplated by this Agreement (including Sections 6.3(a) through 6.3(q) of the Company Disclosure Schedule) or the Related Agreements, the Company shall, and shall cause each of its Subsidiaries to, except as expressly contemplated by this Agreement or as required by applicable Law or with the prior written consent of Parent (i) operate which consent shall not be unreasonably withheld, conditioned, or delayed), to use its commercially reasonable efforts to conduct its business in the usual and ordinary course of business consistent with past practice, (ii) and, to the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to conduct its business in the ordinary course of business in all material respects, to use its commercially reasonable efforts to preserve substantially intact its and its Subsidiaries’ business organization, maintain its rights assets and franchisesproperties, retain to keep available the services of its respective principal and its Subsidiaries’ current officers and key employees employees, to preserve its and maintain its Subsidiaries’ present relationships with its respective principal customers, suppliers suppliers, distributors, licensors, licensees, and other persons Persons having business relationships with which it or any of its Subsidiaries has significant business relations and (iii) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear exceptedit. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly contemplated by this Agreement, Sections 6.3(a)-6.3(q) as set forth in Section 5.01 of the Company Disclosure Schedule Schedule, or as required by applicable Law, the Related Agreements or consented to in writing by Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld withheld, conditioned, or delayed), the Company shall not, and shall not permit its Subsidiaries to, do any of the following:):

Conduct of Business of the Company. The Company hereby covenants and agrees that, prior to During the period from the date of this Agreement until the Effective Time, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed) or except as otherwise expressly contemplated by this Agreement (including Sections 6.3(a) through 6.3(q) of the Company Disclosure Schedule) or the Related Agreements, the Company shall, and shall cause each of its Subsidiaries toSubsidiaries, except as expressly permitted or required by this Agreement, as required by applicable Law, or with the prior written consent of Parent (i) operate which consent shall not be unreasonably withheld), to conduct its business in the usual and ordinary course of business consistent with past practice, (ii) and, to the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable best efforts to preserve substantially intact its and its Subsidiaries’ business organization, maintain its rights and franchises, retain to keep available the services of its respective principal and its Subsidiaries’ current officers and key employees employees, to preserve its and maintain its Subsidiaries’ present relationships with its respective principal customers, suppliers suppliers, distributors, licensors, licensees, and other persons Persons having business relationships with which it or any of its Subsidiaries has significant business relations and (iii) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear exceptedit. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly contemplated permitted or required by this Agreement, Sections 6.3(a)-6.3(q) of or as required by applicable Law, the Company Disclosure Schedule or shall not, nor shall it permit any of its Subsidiaries to, without the Related Agreements or consented to in writing by prior written consent of Parent (which consent shall not be unreasonably withheld withheld, conditioned, or delayed), the Company shall not, and shall not permit its Subsidiaries to, do any of the following:):

Conduct of Business of the Company. The Company hereby covenants and agrees that, prior to the Effective Time, unless Parent shall otherwise consent Except for matters set forth in writing (which consent shall not be unreasonably withheld or delayed) or except as otherwise expressly contemplated by this Agreement (including Sections 6.3(a) through 6.3(q) Section 5.01 of the Company Disclosure Schedule) Letter or the Related Agreements, the Company shall, and shall cause its Subsidiaries to, (i) operate its business in the usual and ordinary course consistent with past practice, (ii) use its commercially reasonable efforts to preserve substantially intact its business organization, maintain its rights and franchises, retain the services of its respective principal officers and key employees and maintain its relationships with its respective principal customers, suppliers and other persons with which it or any of its Subsidiaries has significant business relations and (iii) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear excepted. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated permitted, required or prohibited by this Agreement, Sections 6.3(a)-6.3(q) Agreement or required by applicable Law or with the prior written consent of the Company Disclosure Schedule or the Related Agreements or consented to in writing by Parent (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned), from the date of this Agreement to the earlier of the Offer Closing Time or the termination of this Agreement in accordance with its terms, the Company shall conduct its business in the ordinary course and use commercially reasonable efforts to (x) preserve intact its present business organization, (y) keep available the services of its present officers at the vice-president level and above and (z) preserve its present relationships and goodwill with customers, suppliers, licensors, licensees, distributors, contractors, partners and others having material business dealings with it. In addition, except for matters set forth in Section 5.01 of the Company Disclosure Letter or otherwise expressly permitted or required by this Agreement or required by applicable Law, from the date of this Agreement to the earlier of the Offer Closing Time or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause the Company Subsidiary not permit its Subsidiaries to, do any of the following:following without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned):

Conduct of Business of the Company. The Company hereby covenants and agrees that, prior to the Effective Time, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed) or except Except as otherwise expressly contemplated required by this Agreement or with the prior written consent of Parent, from the date of this Agreement until the earlier of the date the Shares are accepted for purchased by Acquisition Company or the Company in the Offer (including Sections 6.3(athe "Acceptance Date") through 6.3(q(or such later date and the Board of Directors shall be reconstituted pursuant to Section 1.3(a)) or the termination of this Agreement, the Company shall and shall cause each of the Subsidiaries to conduct its operations only in the ordinary and usual course of business in a manner consistent with past practice and, to the extent consistent therewith, each of the Company Disclosure Schedule) or the Related Agreements, the Company shall, and shall cause its Subsidiaries to, (i) operate its business in the usual and ordinary course consistent with past practice, (ii) shall use its commercially reasonable efforts to preserve substantially intact in all material respects its business organization, maintain its rights and franchises, retain the services of its respective principal officers and key employees organization intact and maintain its relationships existing relations with its respective principal customers, suppliers suppliers, employees and other persons with which it or any of its Subsidiaries has significant business relations and (iii) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear exceptedassociates. Without limiting the generality of the foregoing, and except as otherwise expressly required or contemplated by this Agreement, Sections 6.3(a)-6.3(q) Agreement or as set forth in Section 6.1 of the Company Disclosure Schedule or the Related Agreements or consented to in writing by Parent (which consent shall not be unreasonably withheld or delayed)Statement, the Company shall not, and shall not permit its any of the Subsidiaries to, do any until the earlier of the followingtermination of this Agreement or the Acceptance Date, without the prior written consent of Parent:

Conduct of Business of the Company. The Company hereby covenants and agrees that, prior to During the period from the date of this Agreement until the Effective Time, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed) or except as otherwise expressly contemplated by this Agreement (including Sections 6.3(a) through 6.3(q) of the Company Disclosure Schedule) or the Related Agreements, the Company shall, and shall cause each of its Subsidiaries, except as expressly contemplated by this Agreement, as required by applicable Law, or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), to use its reasonable best efforts to conduct its business in the ordinary course of business consistent with past practice in all material respects, and, to the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, (i) operate its business in the usual and ordinary course consistent with past practice, (ii) use its commercially reasonable best efforts to preserve substantially intact its and its Subsidiaries’ business organization, maintain its rights and franchises, retain to keep available the services of its respective principal and its Subsidiaries’ current officers and key employees employees, to preserve its and maintain its Subsidiaries’ present relationships with its respective principal customers, suppliers suppliers, distributors, licensors, licensees, and other persons Persons having business relationships with which it or any of its Subsidiaries has significant business relations and (iii) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear exceptedit. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly contemplated by this Agreement, Sections 6.3(a)-6.3(q) of or as required by applicable Law, the Company Disclosure Schedule or shall not, nor shall it permit any of its Subsidiaries to, without the Related Agreements or consented to in writing by prior written consent of Parent (which consent shall not be unreasonably withheld withheld, conditioned, or delayed), the Company shall not, and shall not permit its Subsidiaries to, do any of the following:):

Conduct of Business of the Company. The Company hereby covenants and agrees that, prior to During the period from the date of this Agreement until the Effective Time, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed) or except as otherwise expressly contemplated by this Agreement (including Sections 6.3(a) through 6.3(q) of the Company Disclosure Schedule) or the Related Agreements, the Company shall, and shall cause each of its Subsidiaries, except as expressly contemplated by this Agreement, as required by applicable Law, or with the prior written consent of American Resources (which consent shall not be unreasonably withheld, conditioned, or delayed), to use its reasonable best efforts to conduct its business in the ordinary course of business consistent with past practice. To the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, (i) operate its business in the usual and ordinary course consistent with past practice, (ii) use its commercially reasonable best efforts to preserve substantially intact its and its Subsidiaries’ business organization, maintain its rights and franchises, retain to keep available the services of its respective principal and its Subsidiaries’ current officers and key employees employees, to preserve its and maintain its Subsidiaries’ present relationships with its respective principal customers, suppliers suppliers, distributors, licensors, licensees, and other persons Persons having business relationships with which it or any of its Subsidiaries has significant business relations and (iii) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear exceptedit. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly contemplated by this Agreement, Sections 6.3(a)-6.3(q) as set forth in Section 5.01 of the Company Disclosure Schedule Schedule, or as required by applicable Law, the Related Agreements or consented to in writing by Parent Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of American Resources (which consent shall not be unreasonably withheld withheld, conditioned, or delayed), the Company shall not, and shall not permit its Subsidiaries to, do any of the following:):

Conduct of Business of the Company. The Company hereby covenants and agrees that, prior to During the period from the date of this Agreement until the earlier of the termination of this Agreement (in accordance with its terms) or the Effective Time, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed) or except as otherwise expressly contemplated by this Agreement (including Sections 6.3(a) through 6.3(q) of the Company Disclosure Schedule) or the Related Agreements, the Company shall, and shall cause its each of the Company Subsidiaries to, except as permitted or contemplated by this Agreement, as set forth on Section 5.01 of the Company Disclosure Schedule, as required by applicable Law, or with the prior written consent of Parent (i) operate which consent shall not be unreasonably withheld, conditioned, or delayed), to conduct its business in the usual Ordinary Course in all material respects, and, to the extent consistent therewith, the Company shall, and ordinary course consistent with past practiceshall cause each of the Company Subsidiaries to, (ii) use its commercially reasonable best efforts to preserve substantially intact its and the Company Subsidiaries’ business organization, maintain to preserve its rights and franchises, retain the services of its respective principal officers and key employees and maintain its Company Subsidiaries’ present relationships with its respective principal material customers, suppliers suppliers, distributors, licensors, licensees, and other persons Persons having business relationships with which it that are material to the Company; provided, any action or omission with respect to matters specifically addressed by any other provision of its Subsidiaries has significant business relations and (iii) use its commercially reasonable efforts this Section 5.01 shall be deemed not to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear exceptedbe a violation of the foregoing. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly permitted or contemplated by this Agreement, Sections 6.3(a)-6.3(q) or as required by applicable Law, the Company shall not, nor shall it permit any of the Company Disclosure Schedule or Subsidiaries to, without the Related Agreements or consented to in writing by prior written consent of Parent (which consent shall not be unreasonably withheld withheld, conditioned, or delayed), the Company shall not, and shall not permit its Subsidiaries to, do any of the following:):