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

Conduct of Business of the Company. Except as required by this Agreement or with the prior written consent of Parent, during the period from the date of this Agreement to the Effective Time, the Company will, and will cause each of the Subsidiaries to, conduct its operations only in the ordinary course of business consistent with past practice and will use its reasonable best efforts, and will cause each of the Subsidiaries to use its reasonable best efforts, to preserve intact the business organization of the Company and each of the Subsidiaries, to keep available the services of its and their present officers and employees, and to preserve the good will of those having business relationships with it. Without limiting the generality of the foregoing, and except as otherwise required or permitted by this Agreement or as set forth in Section 6.01 of the Company Disclosure Statement, the Company will not, and will not permit any of the Subsidiaries to, prior to the Effective Time, without the prior written consent of Parent:

Conduct of Business of the Company. Except as required contemplated by this Agreement or otherwise with the prior written consent of Parent, during the period from the date of this Agreement to the Effective Time, the Company will, and will cause each of the Subsidiaries its subsidiaries to, conduct its operations only in the ordinary and usual course of business consistent with past practice and will use its reasonable best efforts, and will cause each of the Subsidiaries its subsidiaries to use its reasonable best efforts, to preserve intact the business organization of the Company and each of the Subsidiariesits subsidiaries, to keep available the services of its and their present officers and employees, and to preserve the good will of those having business relationships with it, including, without limitation, maintaining satisfactory relationships with licensors, suppliers, customers and others having business relationships with the Company and its subsidiaries. Without limiting the generality of the foregoing, and except as otherwise required or permitted contemplated by this Agreement or as set forth in Section 6.01 of the Company Disclosure StatementAgreement, the Company will not, and will not permit any of the Subsidiaries its subsidiaries to, prior to the Effective Time, without the prior written consent of Parent:

Conduct of Business of the Company. Except as required expressly contemplated by this Agreement or with the prior written consent of Parent, during the period from the date of this Agreement to the Effective Time, the Company will, and will cause each of the its Subsidiaries to, conduct its operations only in the ordinary and usual course of business consistent with past practice and will use its best reasonable best efforts, and will cause each of the its Subsidiaries to use its reasonable best efforts, to preserve intact the business organization of the Company and each of the its Subsidiaries, to keep available the services of its and their present officers and key employees, and to preserve the good will of those having business relationships with it. Without limiting the generality of the foregoing, and except as otherwise required or permitted expressly contemplated by this Agreement or as set forth in Section 6.01 of the Company Disclosure StatementAgreement, the Company will not, and will not permit any of the its Subsidiaries to, prior to the Effective Time, without the prior written consent of Parent:

Conduct of Business of the Company. Except as required contemplated by this Agreement or with the prior written consent of as expressly agreed to in writing by Parent, during the period from the date of this Agreement to the Effective Time, the Company will, and will cause each of the Subsidiaries its subsidiaries to, conduct its operations only in the according to its ordinary and usual course of business and consistent with past practice and will use its reasonable best efforts, and will cause each of the Subsidiaries its subsidiaries to use its reasonable best efforts, to preserve intact the business organization of the Company and each of the Subsidiariesits subsidiaries, to keep available the services of its and their present officers and key employees, and to preserve the good will of those having business relationships with it. Without limiting the generality of the foregoing, and except as (w) otherwise expressly provided in this Agreement, (x) required by law, (y) previously disclosed to Parent in the Company's 1998 operating budget, or permitted by this Agreement or as (z) set forth in on Section 6.01 6.1 of the Company Disclosure StatementSchedule, prior to the Effective Time, the Company will not, and will cause its subsidiaries not permit any of the Subsidiaries to, prior to the Effective Time, without the prior written consent of Parent:Parent (which consent shall not be unreasonably withheld):

Conduct of Business of the Company. Except as required by this Agreement or with the prior written consent of Parent, during the period from the date of this Agreement to the Effective Time, the Company will, and will cause each of the its Subsidiaries to, conduct its operations only in the ordinary course of business consistent with past practice and will use its reasonable best efforts, and will cause each of the its Subsidiaries to use its reasonable best efforts, to preserve intact the business organization of the Company and each of the its Subsidiaries, to keep available the services of its and their present officers and key employees, and to preserve the good will of those having business relationships with it. Without limiting the generality of the foregoing, and except as otherwise required or permitted by this Agreement or as set forth in Section 6.01 of the Company Disclosure Statement, the Company will not, and will not permit any of the its Subsidiaries to, prior to the Effective Time, without the prior written consent of Parent:

Conduct of Business of the Company. Except as required contemplated by this Agreement or with the prior written consent of the Parent, during the period from the date of this Agreement to the Effective Time, the Company will, and will cause each of the Subsidiaries to, conduct its operations only in the ordinary and usual course of business consistent with past practice and will use its reasonable best efforts, and will cause each of the Subsidiaries to use its reasonable best efforts, to preserve intact the business organization of the Company and each of the Subsidiaries, to keep available the services of its and their present officers and key employees, and to preserve the good will of those having business relationships with it. Without limiting the generality of the foregoing, and except as otherwise required or permitted contemplated by this Agreement or as set forth in Section 6.01 of the Company Disclosure StatementAgreement, the Company will not, and will not permit any of the Subsidiaries to, prior to the Effective Time, without the prior written consent of the Parent:

Conduct of Business of the Company. Except as required contemplated by this Agreement or with the prior written consent of ParentAgreement, during the period from the date of this Agreement hereof to the Effective Time, the Company will, and Board will cause each not permit the Company or its any of the its Subsidiaries to, to conduct its their operations only otherwise than in the ordinary course of business consistent with past practice practice, and will the Company shall, and shall cause its Subsidiaries to, use its or their reasonable best efforts, and will cause each of the Subsidiaries to use its reasonable best efforts, efforts to preserve substantially intact the its business organization of the Company and each of the Subsidiariesorganization, to keep available the services of its and their present officers and employees, employees and to preserve the good will present commercial relationships of those having business relationships the Company and its Subsidiaries with itpersons with whom the Company or its Subsidiaries do business. Without limiting the generality of the foregoing, and except as otherwise required or permitted by expressly provided in this Agreement or as set forth in Section 6.01 of Agreement, prior to the Company Disclosure StatementEffective Time, the Company will not, without the prior written consent of Parent or Acquisition, and will not permit any of the its Subsidiaries to, prior to the Effective Time, without the prior written consent of Parent:

Conduct of Business of the Company. Except as required expressly contemplated by this Agreement or with the prior written consent of ParentAgreement, during the period from the date of this Agreement to the Effective Time, Time the Company will, will conduct and will cause each of the its Subsidiaries to, to conduct its operations only in the according to its ordinary and usual course of business consistent with past practice practice, and the Company will use its reasonable best efforts, and will cause each of the its Subsidiaries to use its reasonable best efforts, efforts to preserve intact the its business organization of the Company and each of the Subsidiariesorganization, to keep available the services of its and their present current officers and employees, employees and to preserve the good will goodwill of and maintain satisfactory relationships with those Persons having business relationships with itthe Company or any of its Subsidiaries. Without limiting the generality of the foregoing, foregoing and except as otherwise required expressly provided in or permitted contemplated by this Agreement or as set forth in Section 6.01 5.01 of the Company Disclosure StatementLetter, during the Company will not, and will not permit any of period specified in the Subsidiaries to, prior to the Effective Timepreceding sentence, without the prior written consent of Parent, the Company will not and will not permit any of its Subsidiaries to:

Conduct of Business of the Company. Except as required expressly contemplated by this Agreement or with the prior written consent of Parentas required by Law, or unless Parent shall otherwise agree in writing, during the period from the date of this Agreement to the Effective Time, Time the Company will, will conduct and will cause each of the its Subsidiaries to, to conduct its operations only in the according to its ordinary and usual course of business consistent with past practice practice, and the Company will use its reasonable best efforts, and will cause each of the its Subsidiaries to use its reasonable best efforts, efforts to preserve intact the its business organization of the Company and each of the Subsidiaries, to keep available the services of its and their present officers and employees, and to preserve the good will goodwill of those and maintain its present relationships with customers, suppliers and other Persons having significant business relationships with itthe Company or any of its Subsidiaries. Without limiting the generality of the foregoing, foregoing and except as otherwise required expressly provided in or permitted contemplated by this Agreement or as set forth required by Law or by collective bargaining agreement, during the period specified in Section 6.01 of the Company Disclosure Statement, the Company will not, and will not permit any of the Subsidiaries to, prior to the Effective Timepreceding sentence, without the prior written consent of Parent, the Company will not and will not permit any of its Subsidiaries to:

Conduct of Business of the Company. Except as required expressly contemplated by this Agreement Agreement, or otherwise with the prior written consent of Parent, during the period from the date of this Agreement to the Effective Time, the Company will, and will cause each of the Subsidiaries its subsidiaries to, conduct its operations only in the ordinary and usual course of business consistent with past practice and will use its reasonable best efforts, and will cause each of the Subsidiaries its subsidiaries to use its reasonable best efforts, to preserve intact the business organization of the Company and each of the Subsidiariesits subsidiaries, to keep available the services of its and their present officers and key employees, and to preserve the good will of those having business relationships with it, including, without limitation, maintaining satisfactory relationships with licensors, suppliers, distributors, customers and others having business relationships with the Company. Without limiting the generality of the foregoing, and except as otherwise required or permitted expressly contemplated by this Agreement or as set forth in Section 6.01 of the Company Disclosure StatementAgreement, the Company will not, and will not permit any of the Subsidiaries its subsidiaries to, prior to the Effective Time, without the prior written consent of Parent:

Conduct of Business of the Company. Except as required by this Agreement or with the prior written consent of Parent, during the period from the date of this Agreement to the Effective Time, the Company will, and will cause each of the Subsidiaries to, conduct its operations only in the ordinary course of business consistent with past practice and will use its reasonable best efforts, and will cause each of the Subsidiaries to use its reasonable best efforts, to preserve intact the business organization of the Company and each of the Subsidiaries, to keep available the services of its and their present officers and employees, and to preserve the good will of those having business relationships with it. Without limiting the generality of the foregoing, and except as otherwise required or permitted by this Agreement or as set forth in Section 6.01 of the Company Disclosure Statement, the Company will not, and will not permit any of the Subsidiaries to, prior to the Effective Time, without the prior written consent of Parent, which consent, prior to the consummation of the Offer, shall not be unreasonably withheld:

Conduct of Business of the Company. Except as required contemplated by this Agreement or with the prior written consent of Parent, during the period from the date of this Agreement to the Effective Time, the Company will, and will cause each of the Subsidiaries to, conduct its operations only in the ordinary and usual course of business consistent with past practice and will use its reasonable best efforts, and will cause each of the Subsidiaries to use its reasonable best efforts, to preserve intact the business organization of the Company and each of the Subsidiaries, to keep available the services of its and their present officers and key employees, and to preserve the good will of those having business relationships with it. Without limiting the generality of the foregoing, and except as otherwise required or permitted contemplated by this Agreement or as set forth in Section 6.01 of the Company Disclosure StatementAgreement, the Company will not, and will not permit any of the Subsidiaries to, prior to the Effective Time, without the prior written consent of Parent:

Conduct of Business of the Company. Except as required by this Agreement or with the prior written consent of Parent, The Company agrees that during the period from the date of this Agreement to the Effective TimeTime (unless the Parent shall otherwise agree in writing or except as otherwise permitted by this Agreement or the Distribution Agreement), the Company will, and will cause each of the its Subsidiaries to, conduct its operations only in the according to its ordinary and usual course of business consistent with past practice and will and, to the extent consistent therewith, use its all commercially reasonable best efforts, and will cause each of the Subsidiaries to use its reasonable best efforts, efforts to preserve intact its current business organizations, keep available the service of its current officers and key employees and preserve its relationships with customers, suppliers and others having significant business organization of dealings with the Company and each of the its Subsidiaries, to keep available the services of its and their present officers and employees, and to preserve the good will of those having business relationships with it. Without limiting the generality of the foregoing, and except as otherwise required permitted in this Agreement or permitted by this the Distribution Agreement or as set forth in Section 6.01 of the Company Disclosure Statement, the Company will not, and will not permit any of the Subsidiaries toSchedule 6.1, prior to the Effective Time, neither the Company nor any of its Subsidiaries will, without the prior written consent of Parent:

Conduct of Business of the Company. Except as required or expressly contemplated by this Agreement or with as set forth in Section 5.1 of the prior written consent of ParentCompany Disclosure Letter, during the period from between the date of this Agreement to and the Effective Time, the Company will, and will cause each of the its Subsidiaries to, to (x) conduct its operations only in the ordinary course of business consistent with past practice and will (y) use its commercially reasonable best effortsefforts to maintain and preserve substantially intact its business organization, and will cause each of the Subsidiaries to use its reasonable best efforts, to preserve intact the business organization of the Company and each of the Subsidiaries, to keep available including the services of its key employees and their present officers the goodwill of its customers, lenders, distributors, suppliers, regulators and employees, and to preserve the good will of those having other Persons with whom it has material business relationships with itrelationships. Without limiting the generality of the foregoing, and except with the prior written consent of Parent (which consent will not be unreasonably withheld or delayed), as otherwise required or permitted expressly contemplated by this Agreement or as set forth in Section 6.01 5.1 of the Company Disclosure StatementLetter, between the date of this Agreement and the Effective Time, the Company will not, and will cause each of its Subsidiaries not permit to, take any of the Subsidiaries to, prior to the Effective Time, without the prior written consent of Parent:following actions

Conduct of Business of the Company. Except as required by this ---------------------------------- Agreement or otherwise with the prior written consent of Parent, during the period from the date of this Agreement to the Effective Time, the Company will, and will cause each of the Subsidiaries its subsidiaries to, conduct its operations only in the ordinary and usual course of business consistent with past practice and will use its reasonable best efforts, and will cause each of the Subsidiaries its subsidiaries to use its reasonable best efforts, to preserve intact the business organization of the Company and each of the Subsidiariesits subsidiaries, to keep available the services of its and their present officers and key employees, and to preserve the good will of those having business relationships with it, including, without limitation, maintaining satisfactory relationships with suppliers, distributors, customers, licensors and others having business relationships with the Company. Without limiting the generality of the foregoing, and except as otherwise required or permitted by this Agreement or as set forth in Section 6.01 of the Company Disclosure StatementAgreement, the Company will not, and will not permit any of the Subsidiaries its subsidiaries to, prior to the Effective Time, without the prior written consent of ParentParent which will not be unreasonably withheld:

Conduct of Business of the Company. Except as required by this Agreement or otherwise with the prior written consent of Parent, during the period from the date of this Agreement to until the Effective Time, the Company will, and will cause each of the Subsidiaries its subsidiary to, conduct its operations only in the ordinary and usual course of business consistent with past practice and in compliance with all Laws and Orders, will use its commercially reasonable best efforts, and will cause each of the Subsidiaries its subsidiary to use its commercially reasonable best efforts, to preserve intact the business organization of the Company and each of the Subsidiariesits subsidiary, to keep available the services of its and their present officers and key employees, and to preserve the good will goodwill of those having business relationships with it, including, without limitation, maintaining satisfactory relationships with suppliers, distributors, customers, licensors and others having business relationships with the Company or its subsidiary. Without limiting the generality of the foregoing, and except as otherwise required or permitted by this Agreement or as set forth in Section 6.01 of the Company Disclosure StatementAgreement, the Company will not, not and will not permit any of the Subsidiaries its subsidiary to, prior to the Effective Time, directly or indirectly, without the prior written consent of Parent: