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

Conduct of Business of the Company. Except (a) as described in Section 6.1 of the Company Disclosure Letter, (b) as required by applicable Law, (c) as consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or (d) as required or expressly provided for by this Agreement, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, (x) the Company will conduct and will cause each of its Subsidiaries to conduct its business in all material respects according to its ordinary and usual course of business consistent with past practice, and the Company will use and will cause each of its Subsidiaries to use its commercially reasonable efforts to preserve intact its business organization and to preserve the present relationships with those Persons having significant business relationships with the Company or any of its Subsidiaries; provided that, with respect to clause (d), during any period of full or partial suspension of operations related to COVID-19 or any Public Health Measures, the Company or any of its Subsidiaries may, in connection with COVID-19 or any Public Health Measures, take such actions as are reasonably necessary (i) to protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with the Company or any of its Subsidiaries or (ii) to respond to third-party supply or service disruptions caused by COVID-19 or any Public Health Measures, subject to prior consultation with Parent to the extent reasonably practicable, and (y) without limiting the generality of the foregoing, the Company will not, and will not permit any of its Subsidiaries to:

Conduct of Business of the Company. Except (a) as described expressly required by this Agreement, as required by applicable Law, as set forth in Section 6.1 of the Company Disclosure Letter, (b) as required by applicable Law, (c) as consented to Letter or unless Parent or Purchaser otherwise agrees in writing by Parent (which consent agreement shall not be unreasonably withheld, conditioned delayed or delayed) or (d) as required or expressly provided for by this Agreementconditioned), during the period from the date of this Agreement and continuing until to the earlier of (i) the date of termination of this Agreement or (ii) the Effective Time, (x) the Company will conduct will, and will cause each of its Subsidiaries to to, (A) conduct its business operations in all material respects according to its the ordinary and usual course of business consistent with past practice, and the Company will (B) use and will cause each of its Subsidiaries to use its commercially all reasonable efforts to maintain and preserve intact its business organization and to preserve structure, including the present relationships with those Persons having significant business relationships with services of all of its key employees and the goodwill of all of its customers, distributors, suppliers and manufacturers, (C) keep in full force and effect all Company Contracts and insurance policies maintained by the Company or any of and its Subsidiaries; provided that, with respect other than immaterial changes to clause (d), during any period such contracts or policies made in the ordinary course of full or partial suspension of operations related to COVID-19 or any Public Health Measures, the Company or any of its Subsidiaries may, in connection with COVID-19 or any Public Health Measures, take such actions as are reasonably necessary (i) to protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with the Company or any of its Subsidiaries or (ii) to respond to third-party supply or service disruptions caused by COVID-19 or any Public Health Measures, subject to prior consultation with Parent to the extent reasonably practicable, and (yD) without comply in all material respects with all applicable Laws and the requirements of all Company Contracts. Without limiting the generality of the foregoing, except as contemplated by this Agreement, as required by applicable Law, as set forth in Section 6.1 of the Company Disclosure Letter or unless Parent or Purchaser otherwise agrees in writing (which agreement shall not be unreasonably withheld, delayed or conditioned), from the date of this Agreement to the earlier of (1) the date of termination of this Agreement or (2) the Effective Time, the Company will not, and will not permit any cause each of its Subsidiaries not to, take any of the following actions:

Conduct of Business of the Company. Except (a) From and after the date of this Agreement and prior to the First Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Article VII, except as described expressly contemplated by this Agreement, as set forth in Section 6.1 5.1 of the Company Disclosure Letter, (b) Letter or as required by applicable Law, (c) as consented without the prior written consent of Parent, such consent not to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or (d) as required or expressly provided for by this Agreement, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, (x) the Company will conduct shall, and will shall cause each of its Subsidiaries to, use reasonable best efforts to (x) conduct its business operations only in all material respects according to its the ordinary and usual course of business consistent with past practice(it being acknowledged and agreed that, and the Company will use and will cause each for purposes of its Subsidiaries to use its commercially reasonable efforts to preserve intact its business organization and to preserve the present relationships with those Persons having significant business relationships with this Agreement, any action taken by the Company or any of its Subsidiaries; provided that, with respect to clause (d), during any period of full or partial suspension of operations related to COVID-19 Subsidiary or any Public Health Measuresactions, the inactions, activities or conduct of Company or any of its Subsidiaries maynecessary (in its sole discretion), whether or not in connection with the ordinary course of business, to mitigate, respond to or otherwise address the current or anticipated effects or impact of COVID-19 (or any Public Health Measuresstrain, take such actions as are reasonably necessary mutation or variation thereof, any health condition related thereto) (i) including suspending some or all operations of or related to their respective businesses and related activities, including complying with any shelter in place and non-essential business orders by any Governmental Authority or taking other similar measures to protect the health health, safety and safety welfare of the Company’s any Person (any such action, inaction, activity or its Subsidiaries’ employees and other individuals having business dealings with the conduct, a “Company or any Response Action”), that would otherwise be in breach of its Subsidiaries or (iithis Section 5.1, shall be deemed not to be a breach of this Section 5.1) to respond to third-party supply or service disruptions caused by COVID-19 or any Public Health Measures, subject to prior consultation with Parent to the extent reasonably practicable, and (y) without maintain and preserve intact its business organization, to retain the services of its current officers and employees (it being understood that no increases in any compensation, including any incentive, retention or similar compensation shall be required in respect thereof except to the extent such increase is required in the ordinary course of business and is permitted by this Section 5.1) and to preserve the good will of its material customers, suppliers, agents, employees and other Persons with whom it has material business relationships. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement, as set forth in Section 5.1 of the Company will Disclosure Letter or required by applicable Law, from and after the date of this Agreement and prior to the First Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Article VII, the Company shall not, and will shall not permit any of its Subsidiaries to, take any of the following actions, without the prior written consent of Parent, such consent not to be unreasonably withheld, conditioned or delayed:

Conduct of Business of the Company. Except (a) as described set forth in Section 6.1 4.01 of the Company Disclosure LetterLetter (with specific reference to the covenants in this Section 4.01 to which the information in such letter relates), (b) as contemplated or permitted by this Agreement, required by applicable Law, (c) a Governmental Entity of competent jurisdiction or as consented expressly agreed to in writing by Parent (which consent shall not be unreasonably withheld, conditioned withheld or delayed) or (d) as required or expressly provided for by this Agreement), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, (x) the Company will conduct will, and will cause each of its Subsidiaries to to, conduct its business operations in all material respects according to its ordinary and usual course of business consistent with past practice, practice and the Company will use and will cause each of its Subsidiaries to use its commercially reasonable efforts to preserve intact its current business organization organization, to keep available the services of its current officers and employees and to preserve the present its relationships with those Persons having significant business relationships with the Company or any of its Subsidiaries; provided thatcustomers, with respect to clause (d)suppliers, during any period of full or partial suspension of operations related to COVID-19 or any Public Health Measureslicensors, the Company or any of its Subsidiaries maylicensees, in connection with COVID-19 or any Public Health Measuresadvertisers, take such actions as are reasonably necessary (i) to protect the health distributors and safety of the Company’s or its Subsidiaries’ employees and other individuals others having business dealings with it. In this Section 4.01, “ordinary course of business consistent with past practice” shall include actions (the Company “Plan Actions”) that are specifically provided for in, or any undertaken pursuant to, the Reorganization Plan; provided, however, that “ordinary course of its Subsidiaries business consistent with past practice” shall not include actions that are substantially similar to Plan Actions, but are not specifically provided for in, or (ii) to respond to third-party supply or service disruptions caused by COVID-19 or any Public Health Measuresundertaken pursuant to, subject to prior consultation with Parent to the extent reasonably practicable, and (y) without Reorganization Plan. Without limiting the generality of the foregoing, except as set forth in Section 4.01 of the Company Disclosure Letter (with specific reference to the covenants in this Section 4.01 to which the information in such letter relates) and, except as (x) contemplated or permitted by this Agreement or (y) required by Law, the Company will not, not and will not permit any of cause its Subsidiaries not to, without the consent of Parent, which consent shall not be unreasonably withheld or delayed:

Conduct of Business of the Company. Except During the period from the date of this Agreement until the earlier of the termination of this Agreement (ain accordance with its terms) as described in Section 6.1 or the Effective Time, each of the Company Disclosure Letterand Opco LLC shall, (b) and shall cause each of their respective Subsidiaries, except as required by applicable LawLaw (including COVID-19 Measures), (c) as consented to in writing by or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or (d) as required or expressly provided for by this Agreement), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, (x) the Company will conduct and will cause each of use its Subsidiaries reasonable best efforts to conduct its business in all material respects according to its the ordinary and usual course of business course, consistent with past practicepractice and the Annual Operating Plan, in all material respects, and, to preserve substantially intact its and its Subsidiaries' business organization, keep available the services of its and its Subsidiaries' current officers and employees, and the Company will use preserve its and will cause each of its Subsidiaries to use its commercially reasonable efforts to preserve intact its business organization and to preserve the Subsidiaries' present relationships with those customers, suppliers, distributors, licensors, licensees, creditors, and other Persons having significant material business relationships with it, and shall comply in all material respect with the Company or any requirements of its Subsidiariesthe Securities Exchange Act of 1934, as amended, including the timely filing with the SEC of all reports required to be filed thereunder; provided that, with respect to clause (d), during any period of full or partial suspension of operations related to COVID-19 or any Public Health Measures, the Company or any of its Subsidiaries may, in connection with COVID-19 or any Public Health MeasuresCOVID-19, take such actions as are reasonably necessary (i) to protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with the Company or any of its Subsidiaries or (ii) to respond to third-party supply or service disruptions caused by COVID-19, and any such actions taken (or not taken) as a result of or in response to COVID-19 shall not be considered a breach of this Section 5.01; provided, however, that no such action shall be taken or omission made or action refrained from without the prior written consent of Parent that would (A) constitute a breach of any Public Health Measuresof the covenants in clauses (a), subject (b), (c), (j), (k), (l), (m), (n), (s), (t) or (u), below, (B) be reasonably likely to prior consultation with Parent require the expenditure of aggregate amounts or forfeiture of business having aggregate value in excess of $500,0000 or (C) reasonably be likely to have a Company Material Adverse Effect; and provided, further, that following any such suspension, to the extent that the Company or any of its Subsidiaries took any actions pursuant to the immediately preceding proviso that caused deviations from its business being conducted in the ordinary course of business or the Annual Operating Plan, to resume conducting its business in the ordinary course of business and in accordance with the Annual Operating Plan in all material respects as soon as reasonably practicable, and (y) without . Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly permitted by this Agreement, as set forth in Section 5.01 of the Company will notDisclosure Letter, and will not or as required by applicable Law, neither the Company or Opco LLC shall, nor shall it permit any of its respective Subsidiaries to:, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed):

Conduct of Business of the Company. Except (a) Between the date of this Agreement and the earlier of the Effective Time and the valid termination of this Agreement in accordance with Article IX, except (i) as described in Section 6.1 6.1(a) of the Company Disclosure Letter, (bii) as required by applicable Law, (ciii) as consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or (div) as required or expressly provided for by this Agreement, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, (x) the Company will conduct will, and will cause each of its Subsidiaries to to, (A) conduct its business operations in all material respects according to its the ordinary and usual course of business consistent with past practice, practice and the Company will use and will cause each of its Subsidiaries to (B) use its commercially reasonable efforts to preserve intact its business organization and to (x) preserve the present relationships with those Persons having significant business relationships with the Company or any of its SubsidiariesSubsidiaries (including all Company Regulatory Agencies with whom the Company and its Subsidiaries have a significant business relationship) and (y) comply with and maintain all material Permits (including all Company Regulatory Permits with respect to the Company Controlled Products) required to conduct its business and to own, lease and operate its material properties and material assets; provided provided, that, with respect to clause (div), during any period of full or partial suspension of operations related to COVID-19 or any Public Health COVID-19 Measures, the Company or any of its Subsidiaries may, in connection with COVID-19 or any Public Health COVID-19 Measures, take such actions as are reasonably necessary and, where applicable, consistent with past practice to (iI) to protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with the Company or any of its Subsidiaries or (iiII) to respond to third-third party supply or service disruptions caused by COVID-19 or any Public Health COVID-19 Measures; provided, further, for purposes of clause (II) of the immediately preceding proviso, subject to prior consultation with Parent to the extent reasonably practicable, and (y) without limiting the generality of the foregoing, the Company will not, and will not permit any of its Subsidiaries to:.

Conduct of Business of the Company. Except (a) as described for matters set forth in Section 6.1 5.01 of the Company Disclosure Letter, (b) Letter or as otherwise expressly contemplated by this Agreement or required by applicable Law, Law (cincluding COVID-19 Measures) as consented to in writing by or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or (d) as required or expressly provided for by this Agreement), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or to the Effective Time, (x) the Company will conduct shall, and will shall cause each of its Subsidiaries to Company Subsidiary to, conduct its business in all material respects according to its the ordinary and usual course of business consistent with past practice, practice and the Company will use and will cause each of its Subsidiaries to use its commercially reasonable best efforts to preserve intact its business organization present organization, assets, employees, Authorizations, contractors and to preserve the present relationships with those Persons having significant customers, distributors, strategic partners, Governmental Entities, licensors, licensees and others that, in each case, have material business relationships dealings with it; provided that (i) the Company shall notify Parent as far in advance as reasonably practicable prior to the Company or any of its Subsidiaries; provided that, Company Subsidiary taking any action to comply with respect to clause any mandatory COVID-19 Measure and (d), during any period of full or partial suspension of operations related to COVID-19 or any Public Health Measures, ii) the Company and the Company Subsidiaries shall be permitted to take any action to comply with any COVID-19 Measures which are not mandatory if the Company reasonably believes such COVID-19 Measures are necessary or any of its Subsidiaries may, in connection with COVID-19 or any Public Health Measures, take such actions as are reasonably necessary (i) advisable to protect the health and safety of the Company’s or its any of the Company Subsidiaries’ employees and other individuals having business dealings with the Company or any of its Subsidiaries or (ii) to respond to third-party supply or service disruptions caused by COVID-19 or any Public Health Measures, subject to prior consultation reasonably consults with Parent (but shall not need to the extent reasonably practicable, and (yobtain Parent’s consent) without prior to taking any such action. Without limiting the generality of the foregoing, except for matters set forth in Section 5.01 of the Company will Disclosure Letter or as otherwise expressly contemplated by this Agreement or required by applicable Law (including COVID-19 Measures), from the date of this Agreement to the Effective Time, the Company shall not, and will shall not permit any Company Subsidiary to, do any of its Subsidiaries to:the following without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed):

Conduct of Business of the Company. Except (a) as described in Section 6.1 5.1 of the Company Disclosure Letter, (b) as required by applicable Law, (c) as consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or (d) as required or expressly provided for by this Agreement, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, (x) the Company will conduct use commercially reasonable efforts to, and will to cause each of its Subsidiaries to to, conduct its business in all material respects according to its ordinary and usual course of business consistent with past practice, and the Company will use and will cause each of its Subsidiaries to use its commercially reasonable efforts to preserve intact its business organization and to preserve the present relationships with those Persons having significant business relationships with the Company or any of its Subsidiaries; Subsidiaries (provided that, with respect to clause (dx), (i) no action taken by the Company or any of its Subsidiaries with respect to matters addressed specifically by clauses (i)-(xviii) of the following clause (y) shall be deemed a breach of clause (x) unless such action would constitute a breach of such specific provision, and (ii) during any period of full or partial suspension of operations related to COVID-19 or any Public Health Measures, the Company or any of its Subsidiaries may, in connection with COVID-19 or any Public Health Measures, take such actions as are reasonably necessary (iA) to protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with the Company or any of its Subsidiaries or (iiB) to respond to third-party supply or service disruptions caused by COVID-19 or any Public Health Measures, subject to prior consultation with Parent to the extent reasonably practicable, ) and (y) without limiting the generality of the foregoing, the Company will not, and will not permit any of its Subsidiaries to:

Conduct of Business of the Company. Except (a) as described in Section 6.1 for matters expressly permitted by any provision of the Company Disclosure Letter, (b) as this Agreement or required by applicable Law, during the period from the date hereof to the earlier of the Closing Date and the termination of this Agreement pursuant to Article 8, the Company will, and will cause each of its Subsidiaries to (ci) as consented conduct its business and operations in, and not take any action except in, the ordinary course of business and, in all material respects, in accordance with applicable Law, and (ii) use commercially reasonable efforts to preserve its current business organization, maintain all of its Company Insurance Permits (other than Company Insurance Permits held by Twin Bridge unless Twin Bridges is then conducting business for which such Company Insurance Permits are required), Other Company Permits and Material Contracts in writing full force and effect and timely file and prosecute any necessary applications for renewal of the Company Insurance Permits and Other Company Permits, collect its receivables in the ordinary course, and preserve its relationships with Insurance Regulators and others having material business dealings with it, including rating agencies. Except for matters expressly permitted by Parent any provision of this Agreement (or described in the Company Disclosure Letter) or required by applicable Law or the terms of any Material Contract, from the date hereof to the Closing Date, the Company will not and will not permit any of its Subsidiaries to, without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed) or delayed (d) as required or expressly provided except for by this Agreement, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Timematters described in clauses (g), (xi), (l) the Company will conduct and will cause each of its Subsidiaries to conduct its business in all material respects according to its ordinary and usual course of business consistent with past practice, and the Company will use and will cause each of its Subsidiaries to use its commercially reasonable efforts to preserve intact its business organization and to preserve the present relationships with those Persons having significant business relationships with the Company or any of its Subsidiaries; provided that(o) below, with respect regard to clause (d), during any period of full or partial suspension of operations related to COVID-19 or any Public Health Measures, the Company or any of which Parent may withhold consent in its Subsidiaries may, in connection with COVID-19 or any Public Health Measures, take such actions as are reasonably necessary (i) to protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with the Company or any of its Subsidiaries or (ii) to respond to third-party supply or service disruptions caused by COVID-19 or any Public Health Measures, subject to prior consultation with Parent to the extent reasonably practicable, and (y) without limiting the generality of the foregoing, the Company will not, and will not permit any of its Subsidiaries to:sole discretion):

Conduct of Business of the Company. Except (a) as described in contemplated by this Agreement, as set forth on Section 6.1 5.1 of the Company Disclosure Letter, (b) or as required by applicable Law, (c) as consented Law or to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or (d) as required or expressly provided for by this Agreementcomply with COVID-19 Measures, during the period from the date of this Agreement and continuing until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article IX (such period of time, the “Pre-Closing Period”), without the prior written consent of Acquiror (which consent will not be unreasonably withheld, conditioned or the Effective Timedelayed and may be given as set forth below), (xa) the Company will conduct shall, and will shall cause each of its controlled Subsidiaries (and shall direct each of its other Subsidiaries) to use commercially reasonable efforts to (i) conduct its business in all material respects according the Ordinary Course (with the Company’s actions to comply with COVID-19 Measures prior to the date of this Agreement being deemed to be in the Ordinary Course when determining whether actions take after the date of this Agreement are in the Ordinary Course) and (ii) preserve its ordinary goodwill, keep available the services of its present officers and usual course maintain satisfactory relationships with customers and vendors; provided that in the case of business consistent with past practice, and the Company will use and will cause each of its Subsidiaries to use its commercially reasonable efforts to preserve intact its business organization and to preserve the present relationships with those Persons having significant business relationships with the Company or any of its Subsidiaries; provided that, with respect to clause preceding clauses (da)(i)-(ii), during any period of full or partial suspension of operations related to COVID-19 or any Public Health MeasuresCOVID-19, the Company or any of its Subsidiaries Subsidiaries, as applicable, may, in connection with COVID-19 or any Public Health MeasuresCOVID-19, take such actions as are reasonably necessary (iA) to protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with the Company or any of its Subsidiaries or (iiB) to respond to third-party supply or service disruptions caused by COVID-19, including the COVID-19 or any Public Health Measures, subject and any such actions taken (or not taken) as a result of, in response to, or otherwise related to prior consultation with Parent COVID-19 shall be deemed to be taken in the extent reasonably practicableOrdinary Course for all purposes of this Section 5.1 and not be considered a breach of this Section 5.1, and (yb) without limiting the generality of the foregoing, the Company will shall not, and will not permit any shall cause each of its controlled Subsidiaries (and shall direct each of its other Subsidiaries) not to:

Conduct of Business of the Company. Except (a) as described in Section 6.1 5.1 of the Company Disclosure Letter, (b) as required by applicable LawLaw (including any COVID-19 Measures or such reasonable actions after notice has been provided to Parent or Parent’s counsel as may be taken in response to acts of war or sanctions including in connection with the current disputes involving (i) the Russian Federation and Ukraine or (ii) Israel, Hamas, Lebanon, Syria or Iran), (c) as consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or (d) as expressly required or expressly provided for by this Agreement, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, (x) the Company will conduct and will cause each of its Subsidiaries to use its commercially reasonable efforts to conduct its business operations in all material respects according to its ordinary and usual course of business consistent with past practice, and the Company will use and will cause each of its Subsidiaries to use its commercially reasonable efforts to preserve intact its business organization and to preserve the present relationships with those Persons having significant business relationships with the Company or any of its Subsidiaries; provided that, with respect to clause (d), that during any period of full or partial suspension of operations related to COVID-19 or any Public Health COVID-19 Measures, the Company or any of and its Subsidiaries may, in connection with COVID-19 or any Public Health COVID-19 Measures, take such actions as are reasonably necessary (i) to protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with the Company or any of its Subsidiaries or (ii) to respond to third-party supply or service disruptions caused by COVID-19 or any Public Health COVID-19 Measures; provided, subject further, that the Company and its Subsidiaries may take such reasonable actions after notice has been provided to prior consultation Parent or Parent’s counsel as may be taken in response to acts of war or sanctions in connection with Parent to the extent reasonably practicablecurrent disputes involving (i) the Russian Federation and Ukraine or (ii) Israel, Hamas, Lebanon, Syria or Iran, and (y) without limiting the generality of the foregoing, the Company will not, and will not permit any of its Subsidiaries to:

Conduct of Business of the Company. Except From the date of this Agreement until the Effective Time (a) as described in or such earlier date on which this Agreement may be terminated pursuant to Section 6.1 of the Company Disclosure Letter7.01), (b) as required by applicable Law, (c) as consented to unless Parent shall otherwise consent in writing by Parent (which such consent shall not to be unreasonably withheld, conditioned or delayed) or (d) except as required or expressly provided for by this Agreement, during the period from the date of this Agreement and continuing until the earlier set forth in Section 5.01 of the termination of Company Disclosure Schedule or as otherwise expressly permitted, contemplated or required by this Agreement or the Effective Timerequired by applicable Law, (x) the Company will conduct shall, and will shall cause each of its the Company Subsidiaries to (i) conduct its business in all material respects according to its in the ordinary and usual course of business consistent with past practice, and the Company will including maintaining its Tower Assets, (ii) use and will cause each of its Subsidiaries to use its commercially reasonable efforts to preserve intact its the business organization of the Company and the Company Subsidiaries, and to preserve the present current relationships of the Company and the Company Subsidiaries with those Governmental Entities, customers, suppliers and other Persons having significant business relationships with which the Company or any Company Subsidiary has material business relationships and (iii) if applicable, use any proceeds of its Subsidiaries; insurance recovered to repair or replace any Tower Assets in the event of any damage, loss, destruction or theft to such Tower Assets (provided that, with respect to clause (d), during any period of full or partial suspension of operations related to COVID-19 or any Public Health Measures, that the Company shall not be required to make any such repairs or any of its Subsidiaries mayreplacement in the event that no insurance proceeds are recovered and, in connection with COVID-19 or any Public Health Measuresprovided, take such actions as are reasonably necessary (i) to protect further, that the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with the Company or any of its Subsidiaries or (ii) to respond to third-party supply or service disruptions caused by COVID-19 or any Public Health Measures, Merger Consideration shall not be subject to prior consultation with Parent reduction for any such damage, loss, destruction or theft). In addition to the extent reasonably practicable, and (y) without limiting the generality of the foregoing, except as required by applicable Law or expressly contemplated by this Agreement or as set forth in Section 5.01 of the Company will Disclosure Schedule, from the date of this Agreement until the Effective Time (or such earlier date on which this Agreement may be terminated pursuant to Section 7.01), without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and will shall cause the Company Subsidiaries not permit any of its Subsidiaries to:

Conduct of Business of the Company. Except (a) as described expressly provided in Section 6.1 of the Company Disclosure Letterthis Agreement, (b) as required by applicable Lawdescribed in Schedule ‎5.1 to this Agreement, (c) as consented to in writing by with the prior written Consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) ), or (d) as required in the case of clauses (ii) - (iv) below for any actions or expressly provided for by this Agreementomissions reasonably and in good faith taken (or failures to take action reasonably and in good faith) in response to COVID-19 or any COVID-19 measures, during the period from the date of this Agreement and continuing until hereof to the Effective Time or the earlier of the termination of this Agreement or in accordance with Article ‎7 below (such period, the Effective Time“Interim Period”), (x) the Company will conduct and will cause each of its Subsidiaries to: (i) not take any action that would or would reasonably be expected to prevent, materially impair or materially delay the ability of the Company, Merger Sub or Parent to consummate the transactions contemplated by this Agreement or the other Transaction Agreements; (ii) conduct its business operations in all material respects according to its in the ordinary and usual course of business consistent with past practice, and the Company will use and will cause each of its Subsidiaries to ; (iii) use its commercially reasonable best efforts to preserve intact its corporate existence and current business organization organizations, keep available the service of its current officers, directors, consultants, and to employees, and preserve the present in all material respects its relationships with those Persons having significant business relationships with the Company or any of its Subsidiaries; provided thatcustomers, with respect to clause (d)licensees, during any period of full or partial suspension of operations related to COVID-19 or any Public Health Measureslicensors, the Company or any of its Subsidiaries maysuppliers, in connection with COVID-19 or any Public Health Measuresdistributors, take such actions as are reasonably necessary (i) to protect the health lessors, creditors, employees, contractors, and safety of the Company’s or its Subsidiaries’ employees and other individuals others having business dealings with the Company or any of its Subsidiaries or (ii) to respond to third-party supply or service disruptions caused by COVID-19 or any Public Health Measures, subject to prior consultation with Parent to the extent reasonably practicable, it; and (yiv) without preserve in all material respects their present properties and tangible and intangible assets. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or as described in Schedule ‎5.1 to this Agreement, during the Interim Period, the Company will not, and will not permit any of its Subsidiaries to:to (unless required by Applicable Law after consultation with counsel), without the prior written Consent of Parent (which shall not be unreasonably withheld or delayed):

Conduct of Business of the Company. Except (a) as described in Section 6.1 of the Company Disclosure Letter, (b) as required by applicable Law, (c) as consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or (d) as required or expressly provided for by this Agreement, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, (x) the Company will conduct and will cause each of its Subsidiaries to conduct its business (including with respect to Company Programs) in all material respects according to its ordinary and usual course of business consistent with past practice, and the Company will use and will cause each of its Subsidiaries to use its commercially reasonable efforts to (i) preserve intact its business organization and to organization, (ii) preserve the present relationships with those Persons having significant business relationships with the Company or any of its SubsidiariesSubsidiaries (including all Company Regulatory Agencies with whom the Company and its Subsidiaries have a significant business relationship) and (iii) comply with and maintain all material Permits (including all Company Regulatory Permits with respect to the Company Controlled Products) required to conduct its business and to own, lease and operate its material properties and material assets; provided provided, that, with respect to clause (d), during any period of full or partial suspension of operations related to COVID-19 or any Public Health COVID-19 Measures, the Company or any of its Subsidiaries may, in connection with COVID-19 or any Public Health COVID-19 Measures, take such actions as are reasonably necessary (i) to protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with the Company or any of its Subsidiaries or (ii) to respond to third-party supply or service disruptions caused by COVID-19 or any Public Health COVID-19 Measures; provided, further, for purposes of clause (ii) of the immediately preceding proviso, subject to prior consultation with Parent to the extent reasonably practicable, and (y) without limiting the generality of the foregoing, the Company will not, and will not permit any of its Subsidiaries to:

Conduct of Business of the Company. Except (a) as described in Section 6.1 of the Company Disclosure Letter, (b) as required by applicable Law, (c) as consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or (d) as required or expressly provided for by this Agreement, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement (in accordance with its terms) or the Effective Time, (x) the Company will conduct shall, and will shall cause each of its Subsidiaries to conduct its business to, except (i) as expressly required by this Agreement, (ii) as set forth in all material respects according to its ordinary and usual course Section 5.01 of business consistent with past practice, and the Company will use Disclosure Letter, (iii) as required by applicable Law, (iv) for any actions taken or not taken, or any plans, procedures and will cause each of its Subsidiaries to use its commercially reasonable efforts to preserve intact its business organization practices adopted (and to preserve the present relationships with those Persons having significant business relationships with compliance therewith) that the Company or any of its Subsidiaries; provided that, with respect to clause (d), during any period of full or partial suspension of operations related to COVID-19 or any Public Health Measures, the Company or any of its Subsidiaries maydetermines, in connection with COVID-19 or any Public Health Measuresgood faith, take such actions as are reasonably necessary (iA) to protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with the Company or any of its Subsidiaries respect to COVID-19 or (iiB) to respond to third-party supply or service disruptions directly caused by COVID-19 or any Public Health COVID-19 Measures, or (v) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), use its reasonable efforts to conduct its business in all material respects in the ordinary course of business (it being agreed that any action that is the subject of the following sentence and is permitted thereunder shall not contribute to prior consultation with Parent to the extent reasonably practicable, and (y) without a violation of this sentence). Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly required by this Agreement, as set forth in Section 5.01 of the Company will Disclosure Letter, or as required by applicable Law, the Company shall not, and will not nor shall it permit any of its Subsidiaries to:, without the prior written consent of Parent (which consent shall, not be unreasonably withheld, conditioned, or delayed):