Common use of Conduct of Business Pending the Merger Clause in Contracts

Conduct of Business Pending the Merger. Except as expressly permitted by clauses (a) through (r) of this Section 4.1 or as otherwise contemplated by this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time or the date on which this Agreement is terminated, (x) Parent shall, and shall cause its Subsidiaries to, on the one hand, and (y) the Company shall, on the other hand, conduct, in all material respects, their business in the ordinary course of business consistent with past practice and, to the extent consistent therewith, use commercially reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall be materially unimpaired at the Effective Time. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement, (x) Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed), and (y) the Company shall not, without the prior written consent Parent (which shall not be unreasonably withheld, conditioned or delayed):

Conduct of Business Pending the Merger. Except as expressly permitted by clauses (a) through (rs) of this Section 4.1 or as otherwise contemplated by this Agreement4.1, during the period from the date of this Agreement until the earlier of Effective Time, the Effective Time or the date on which this Agreement is terminated, (x) Parent Company shall, and shall cause each of its Subsidiaries to, on the one hand, and (y) the Company shall, on the other hand, conduct, in all material respects, their its business in the ordinary course of business consistent with past practice and, to the extent consistent therewith, use commercially reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall be materially unimpaired at the Effective Time. Without limiting the generality of the foregoing, and except (i) as otherwise expressly contemplated by this Agreement, (xii) Parent as reasonably contemplated to comply with the Company’s or the Board of Directors’ of the Company fiduciary obligations in a manner consistent with Section 4.3, (iii) as required by the terms of any Contract set forth on Section 4.1 of the Company Letter, in each case existing on the date hereof between the Company or any of its Subsidiaries and any other Person or (iv) as otherwise set forth in Section 4.1 of the Company Letter, the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed), and (y) the Company shall not, without the prior written consent Parent (which shall not be unreasonably withheld, conditioned or delayed):

Conduct of Business Pending the Merger. (a) Except as expressly permitted by clauses (ai) through (rxvii) of this Section 4.1 or as otherwise contemplated by this Agreement4.1(a), during the period from the date of this Agreement until the earlier of through the Effective Time or Time, the date on which this Agreement is terminated, (x) Parent Company shall, and shall cause each of its Subsidiaries to, on the one hand, and (y) the Company shall, on the other hand, conduct, in all material respects, their respects carry on its business in the ordinary course of its business consistent with past practice as currently conducted and, to the extent consistent therewith, use commercially reasonable best efforts to preserve intact its current business organizationorganizations, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall be materially unimpaired at the Effective Time. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this AgreementAgreement or as set forth in Section 4.1 of the Company Letter (with specific reference to the applicable subsection below), (x) Parent the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed), and (y) the Company shall not, without the prior written consent Parent (which shall not be unreasonably withheld, conditioned or delayed):Parent:

Conduct of Business Pending the Merger. (a) Except as expressly permitted by clauses (ai) through (rxix) of this Section 4.1 or as otherwise contemplated by this Agreement4.1(a), during the period from the date of this Original Agreement until the earlier of Date through the Effective Time or Time, the date on which this Agreement is terminated, (x) Parent Company shall, and shall cause each of its Subsidiaries to, on the one hand, and (y) the Company shall, on the other hand, conduct, in all material respects, their respects carry on its business in the ordinary course of its business consistent with past practice as currently conducted and, to the extent consistent therewith, use commercially reasonable best efforts to preserve intact its current business organizationorganizations, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall be materially unimpaired at the Effective Time. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this AgreementAgreement or as set forth in Section 4.1 of the Company Letter (with specific reference to the applicable subsection below), (x) Parent the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed), and (y) the Company shall not, without the prior written consent Parent (which consent shall not be unreasonably withheld, conditioned or delayed):

Conduct of Business Pending the Merger. Except as expressly permitted by clauses (ai) through (rxix) of this Section 4.1 or as otherwise contemplated by this Agreement4.1, during the period from the date of this Agreement until the earlier of through the Effective Time or Time, the date on which this Agreement is terminated, (x) Parent Company shall, and shall cause each of its Subsidiaries to, on the one hand, and (y) the Company shall, on the other hand, conduct, in all material respects, their respects carry on its business in the ordinary course of its business consistent with past practice as currently conducted and, to the extent consistent therewith, use commercially reasonable best efforts to preserve intact its current business organization, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall be materially unimpaired at the Effective Time. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this AgreementAgreement or as set forth in Section 4.1 of the Company Letter (with specific reference to the applicable subsection below), (x) Parent the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed), and (y) the Company shall not, without the prior written consent Parent (which shall not be unreasonably withheld, conditioned or delayed):Parent:

Conduct of Business Pending the Merger. (a) Except as expressly permitted by clauses (ai) through (rxix) of this Section 4.1 or as otherwise contemplated by this Agreement4.1(a), during the period from the date of this Agreement until the earlier of through the Effective Time or Time, the date on which this Agreement is terminated, (x) Parent Company shall, and shall cause each of its Subsidiaries to, on the one hand, and (y) the Company shall, on the other hand, conduct, in all material respects, their respects carry on its business in the ordinary course of its business consistent with past practice as currently conducted and, to the extent consistent therewith, use commercially reasonable best efforts to preserve intact its current business organizationorganizations, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall be materially unimpaired at the Effective Time. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this AgreementAgreement or as set forth in Section 4.1 of the Company Letter (with specific reference to the applicable subsection below), (x) Parent the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed), and (y) the Company shall not, without the prior written consent Parent (which consent shall not be unreasonably withheld, conditioned or delayed):

Conduct of Business Pending the Merger. Except as -------------------------------------- expressly permitted by clauses (ai) through (rxviii) of this Section 4.1 or as otherwise contemplated by this Agreement4.1, during ----------- the period from the date of this Agreement until the earlier of through the Effective Time or Time, the date on which this Agreement is terminated, (x) Parent Company and each of its Subsidiaries shall, and the Active Shareholders shall cause the Company and each of its Subsidiaries to, on the one hand, and (y) the Company shall, on the other hand, conduct, in all material respects, their respects carry on its business in the ordinary course of its business consistent with past practice as currently conducted and, to the extent consistent therewith, use commercially reasonable efforts to preserve intact its current business organizationorganizations, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall be materially unimpaired at the Effective Time. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement, (x) Parent the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed), and (y) the Company shall not, without the prior written consent Parent (which shall not be unreasonably withheld, conditioned or delayed):Parent:

Conduct of Business Pending the Merger. Except as expressly permitted by clauses (ai) through (rxvi) of this Section 4.1 or as otherwise contemplated by this Agreement4.1, during the period from the date of this Agreement until the earlier of through the Effective Time or Time, the date on which this Agreement is terminated, (x) Parent Company shall, and shall cause each of its Subsidiaries to, on the one hand, and (y) the Company shall, on the other hand, conduct, in all material respects, their respects carry on its business in the ordinary course of its business consistent with past practice as currently conducted and, to the extent consistent therewith, use commercially reasonable best efforts to preserve intact its current business organizationorganizations, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall be materially unimpaired at the Effective Time. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this AgreementAgreement or as set forth in the Company Letter (with specific reference to the applicable subsection below), (x) Parent the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Company Parent (which consent shall not be unreasonably withheld, conditioned or delayed), and (y) the Company shall not, without the prior written consent Parent (which shall not be unreasonably withheld, conditioned withheld or delayed):

Conduct of Business Pending the Merger. Except as expressly permitted by clauses (ai) through (rxxviii) of this Section 4.1 or as otherwise contemplated by this Agreement4.1, during the period from the date of this Agreement until the earlier of through the Effective Time or Time, the date on which this Agreement is terminated, (x) Parent Company shall, and shall cause each of its Subsidiaries to, on the one hand, and (y) the Company shall, on the other hand, conduct, in all material respects, their conduct its business in the ordinary course of business consistent with past practice and, to the extent consistent therewith, use commercially reasonable best efforts to preserve intact its current business organization, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall be materially unimpaired at the Effective Time. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this AgreementAgreement or as set forth in Section 4.1 of the Company Letter (with specific reference to the applicable subsection below), (x) Parent the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed), and (y) the Company shall not, without the prior written consent Parent (which shall not be unreasonably withheld, conditioned or delayed):Parent:

Conduct of Business Pending the Merger. (a) Except as expressly permitted by clauses (ai) through (rxxvii) of this Section 4.1 or as otherwise contemplated by this Agreement4.1(a), during the period from the date of this Agreement until the earlier of through the Effective Time or Time, the date on which this Agreement is terminated, (x) Parent Company shall, and shall cause each of its Subsidiaries to, on the one hand, and (y) the Company shall, on the other hand, conduct, in all material respects, their conduct its business in the ordinary course of business consistent with past practice and, to the extent consistent therewith, use commercially reasonable best efforts to preserve intact its current business organization, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall be materially unimpaired at the Effective Time. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement, as required by Law or any Regulatory Authority or as set forth in Section 4.1 of the Company Letter (x) Parent with specific reference to the applicable subsection below), the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Company CCBI (which consent shall not be unreasonably withheld, conditioned or delayed), and (y) the Company shall not, without the prior written consent Parent (which shall not be unreasonably withheld, conditioned or delayed):

Conduct of Business Pending the Merger. (a) Except as expressly permitted by clauses (ai) through (rxvi) of this Section 4.1 or as otherwise contemplated by this Agreement4.1, during the period from the date of this Agreement until the earlier of through the Effective Time or Time, the date on which this Agreement is terminated, (x) Parent Company shall, and shall cause each of its Subsidiaries to, on the one hand, and (y) the Company shall, on the other hand, conduct, in all material respects, their carry on its business in the ordinary course of its business consistent with past practice as currently conducted and, to the extent consistent therewith, use commercially reasonable efforts to preserve intact its current business organizationorganizations, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall be materially unimpaired at the Effective Timeit. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this AgreementAgreement or as set forth in the Company Letter (with specific reference to the applicable subsection below), (x) Parent the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Company Parent (which provided that with respect to clauses (v), (vi), (viii), (xi), (xiii) and (xiv) below, such consent shall not be unreasonably withheld, conditioned or delayed), and (y) the Company shall not, without the prior written consent Parent (which shall not be unreasonably withheld, conditioned withheld or delayed):

Conduct of Business Pending the Merger. Except as expressly permitted by clauses (ai) through (rxvi) of this Section 4.1 or as otherwise contemplated by this Agreementset forth in the Company Letter, during the period from the date of this Agreement until the earlier of through the Effective Time or Time, the date on which this Agreement is terminated, (x) Parent Company shall, and shall cause each of its Subsidiaries to, to carry on the one hand, and (y) the Company shall, on the other hand, conduct, in all material respects, their its business in the ordinary course of its business consistent with past practice as currently conducted and, to the extent consistent therewith, use commercially reasonable best efforts to preserve intact its current business organizationorganizations, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall be materially unimpaired at the Effective Time. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this AgreementAgreement or as set forth in the Company Letter, (x) Parent the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Company Parent (which consent shall not be unreasonably withheld, conditioned or delayed), and (y) the Company shall not, without the prior written consent Parent (which shall not be unreasonably withheld, conditioned withheld or delayed):

Conduct of Business Pending the Merger. Except as expressly permitted by clauses (a) through (rv) of this Section 4.1 or as otherwise contemplated by this Agreement4.1, during the period from the date of this Agreement until the earlier of Effective Time, the Effective Time or the date on which this Agreement is terminated, (x) Parent Company shall, and shall cause each of its Subsidiaries to, on the one hand, and (y) the Company shall, on the other hand, conduct, in all material respects, their conduct its business in the ordinary course of business consistent with past practice (including with respect to research, development and clinical trial activities and programs) and, to the extent consistent therewith, use commercially reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end intention that its goodwill and ongoing business shall be materially unimpaired at the Effective Time. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this AgreementAgreement or as set forth in Section 4.1 of the Company Letter (with specific reference to the applicable subsection below), (x) Parent the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed), and (y) the Company shall not, without the prior written consent Parent (which consent shall not be unreasonably withheld, conditioned or delayed):

Conduct of Business Pending the Merger. Except as expressly permitted by clauses paragraphs (a) through (rz) of this Section 4.1 or as otherwise contemplated by this Agreement4.1, during the period from the date of this Agreement until the earlier of through the Effective Time or Time, the date on which this Agreement is terminated, (x) Parent Company shall, and shall cause each of its Subsidiaries to, on the one hand, and (y) the Company shall, on the other hand, conduct, in all material respects, their conduct its business in the ordinary course of business consistent with past practice and, to the extent consistent therewith, use commercially reasonable best efforts to preserve intact its current business organization, preserve its assets and properties in good repair and condition, maintain insurance policies in such amounts and against such risks and losses as are currently in effect, maintain sufficient working capital, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall be materially unimpaired at the Effective Time. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this AgreementAgreement or as set forth in Section 4.1 of the Company Letter (with specific reference to the applicable subsection below), (x) Parent the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed), and (y) the Company shall not, without the prior written consent Parent (which shall not be unreasonably withheld, conditioned or delayed):Parent: