Common use of Conduct of the Company Clause in Contracts

Conduct of the Company. From the date hereof until the earlier of the Effective Time or the termination of this Agreement in accordance with Article 9 (the “Pre-Closing Period”), except as expressly contemplated by this Agreement, as set forth in Section 5.01 of the Company Disclosure Schedule, as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), or as required by applicable Law or Order, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice and, to the extent consistent with the foregoing, use commercially reasonable efforts to (i) preserve intact its business organization, goodwill and reputation, (ii) preserve in all material respects its business relationships with its customers, lenders, suppliers, licensors, licensees, distributors and others having business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operations and (iii) keep available its current officers and key employees. In addition, without limiting the generality of the foregoing, during the Pre-Closing Period, except as expressly contemplated by this Agreement, as set forth in Section 5.01 of the Company Disclosure Schedule, as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law or Order, the Company shall not, nor shall it permit any of its Subsidiaries to:

Conduct of the Company. From the date hereof until the earlier of the Parent Merger Effective Time or the termination of this Agreement in accordance with Article 9 ARTICLE 10 (the “Pre-Closing Period”), except as expressly contemplated by this Agreement, as set forth in Section 5.01 7.01 of the Company Disclosure Schedule, as consented to in writing by Parent the Investors (such consent not to be unreasonably withheld, conditioned or delayed), or as required by applicable Law or Order, the Company shall, and shall cause each of its Subsidiaries Company Subsidiary, including, without limitation, Parent, to, conduct its business in the ordinary course consistent with past practice and, to the extent consistent with the foregoing, use commercially reasonable efforts to (i) preserve intact its business organization, goodwill and reputation, (ii) preserve in all material respects its business relationships with its customers, lenders, suppliers, licensors, licensees, distributors and others having business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operations and (iii) keep available its current officers and key employees. In addition, without limiting the generality of the foregoing, during the Pre-Closing Period, except as expressly contemplated by this Agreement, as set forth in Section 5.01 7.01 of the Company Disclosure Schedule, as consented to in writing by Parent the Investors (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law or Order, the Company shall not, nor shall it permit any of its Subsidiaries Company Subsidiary, including, without limitation, Parent, to:

Conduct of the Company. From the date hereof of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Article ARTICLE 9 (the “Pre-Closing Period”), except as expressly contemplated by this Agreement, as set forth in Section 5.01 of the Company Disclosure ScheduleLetter, as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), or as required by applicable Law or Order, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice and, to the extent consistent with the foregoing, use commercially reasonable efforts to (i) preserve intact its business organization, goodwill and reputation, (ii) preserve in all material respects its business relationships with its customers, lenders, suppliers, licensors, licensees, distributors and others having business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operations and (iii) keep available its current officers and key employees. In addition, without limiting the generality of the foregoing, during the Pre-Closing Period, except as expressly contemplated by this Agreement, as set forth in Section 5.01 of the Company Disclosure ScheduleLetter, as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law or Order, the Company shall not, nor shall it permit any of its Subsidiaries to:

Conduct of the Company. From the date hereof of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Article 9 ARTICLE 10 (the “Pre-Closing Period”), except as expressly contemplated by this Agreement, as set forth in Section 5.01 6.01 of the Company Disclosure ScheduleLetter, as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), or as required by applicable Law or Order, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice and, to the extent consistent with the foregoing, use commercially reasonable best efforts to (i) preserve intact its business organization, goodwill and reputation, (ii) preserve in all material respects its business relationships with its customers, lenders, suppliers, licensors, licensees, distributors and others having business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operations and (iii) keep available its current officers and key employees. In addition, without limiting the generality of the foregoing, during the Pre-Closing Period, except as expressly contemplated by this Agreement, as set forth in Section 5.01 6.01 of the Company Disclosure ScheduleLetter, as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law or Order, the Company shall not, nor shall it permit any of its Subsidiaries to:

Conduct of the Company. From During the period from the date hereof until the earlier of the Effective Time or the termination of this Agreement in accordance with Article 9 Time, (the “Pre-Closing Period”), (w) except as expressly contemplated by this Agreement, (x) with the prior written consent of Parent, (y) as may be required by Applicable Law or (z) as set forth in Section 5.01 the applicable subsection of ‎Section 7.01 of the Company Disclosure Schedule, as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), or as required by applicable Law or Order, ) the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice and, to the extent consistent with the foregoing, and use its commercially reasonable efforts to (i) preserve intact its present business organization, goodwill and reputation, (ii) preserve maintain in effect all material respects necessary Permits, (iii) keep available the services of its directors, Officers and Key Employees on commercially reasonable terms (provided that neither the Company nor any Subsidiary shall be obligated to pay any director, officer or Key Employee compensation beyond compensation paid in the ordinary course of business to retain such individual) and (iv) maintain satisfactory relationships with its customers, lenders, suppliers, licensors, licensees, distributors suppliers and others having material business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operations and (iii) keep available its current officers and key employeesit. In addition, without Without limiting the generality of the foregoing, during the Pre-Closing Period, except as required by Applicable Law, as expressly contemplated permitted by this Agreement, Agreement or as set forth in Section 5.01 the applicable subsection of ‎Section 7.01 of the Company Disclosure Schedule, as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law or Orderduring the period from the date hereof until the Effective Time, the Company shall not, nor shall it permit any of its Subsidiaries to:, without the prior written consent of Parent in each instance (other than with respect to clauses ‎(a), ‎(b), ‎(c) or (l) below, such consent not to be unreasonably withheld, conditioned or delayed):

Conduct of the Company. From the date hereof until the earlier of the Effective Time or the termination of this Agreement in accordance with Article 9 (until the “Pre-Closing Period”)Effective Time, except as expressly contemplated by this Agreement, as set forth in Section 5.01 6.01 of the Company Disclosure ScheduleLetter, as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), or as required by applicable Law or Order, the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable efforts to conduct its business in the ordinary course consistent with past practice andpractice, to the extent consistent with the foregoing, use including by using its commercially reasonable efforts to (i) preserve intact its business organization, goodwill and reputation, reputation and (ii) preserve in all material respects maintain generally its business relationships with its customers, lenders, suppliers, licensors, licensees, distributors suppliers and others having business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operations and (iii) keep available maintain its current officers existing insurance policies or enter into replacement policies reasonably comparable in amount and key employeesscope to the insurance now carried by the Company and its Subsidiaries. In addition, without Without limiting the generality of the foregoing, during from the Pre-Closing Perioddate of this Agreement until the Effective Time, except as expressly contemplated by this Agreement, as set forth in Section 5.01 6.01 of the Company Disclosure ScheduleLetter, as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law or Order, the Company shall not, nor shall it permit any of its Subsidiaries to:

Conduct of the Company. From the date hereof until the earlier of the Effective Time Scheme Implementation Date or the termination of this Agreement in accordance with Article 9 (the “Pre-Closing Period”), except as expressly contemplated by this Agreement, as set forth in Section 5.01 of the Company Disclosure Schedule, as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), or as required by applicable Law or Order, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice and, to the extent consistent with the foregoing, use commercially reasonable efforts to (i) preserve intact its business organization, goodwill and reputation, (ii) preserve in all material respects its business relationships with its customers, lenders, suppliers, licensors, licensees, distributors and others having business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operations and (iii) keep available its current officers and key employees. In addition, without limiting the generality of the foregoing, during the Pre-Closing Period, except as expressly contemplated by this Agreement, as set forth in Section 5.01 of the Company Disclosure Schedule, as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law or Order, the Company shall not, nor shall it permit any of its Subsidiaries to:

Conduct of the Company. (a) From and after the date hereof Original Agreement Date until the earlier of the Effective Time or the termination of date, if any, on which this Agreement in accordance with Article 9 is terminated pursuant to Section 7.1 (the “Pre-Closing PeriodTermination Date”), and except (i) as expressly contemplated may be required by this Agreement, as set forth in Section 5.01 applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company Disclosure Scheduleor any of its Subsidiaries, as consented to in writing by (ii) with the prior written consent of Parent (such consent not to be unreasonably withheldconditioned, conditioned withheld or delayed), (iii) as may be expressly contemplated or as required by applicable Law this Agreement, (iv) in connection with a Company COVID Action or Order(v) as set forth in Section 5.1 of the Company Disclosure Letter, the Company shall, covenants and agrees that it shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice and, to the extent consistent with the foregoing, use commercially reasonable efforts to (i) preserve intact conduct the business of the Company and its business organization, goodwill and reputation, (ii) preserve Subsidiaries in all material respects in the Ordinary Course of Business, and shall use commercially reasonable efforts to preserve intact their present lines of business, and to maintain their rights, franchises and Company Permits; provided that no action by the Company or its business relationships Subsidiaries with its customers, lenders, suppliers, licensors, licensees, distributors and others having business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operations and (iiirespect to matters specifically addressed by any provision of Section 5.1(b) keep available its current officers and key employeesshall be deemed a breach of this sentence unless such action would constitute a breach of such other provision. In addition, without limiting the generality of Notwithstanding the foregoing, during the Pre-Closing Period, except as expressly contemplated by this Agreement, as set forth in Section 5.01 of the Company Disclosure Scheduleand its Subsidiaries shall be permitted to take, as consented to and nothing in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law or Order, this Agreement shall prohibit the Company shall not, nor shall it permit any of or its Subsidiaries to:from taking, any Company COVID Action. 40

Conduct of the Company. From During the period from the date hereof until the earlier of the Effective Time or the termination of this Agreement in accordance with Article 9 Time, (the “Pre-Closing Period”), (w) except as expressly contemplated by this Agreement, (x) with the prior written consent of Parent, (y) as may be required by Applicable Law or (z) as set forth in the applicable subsection of Section 5.01 7.01 of the Company Disclosure Schedule, as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), or as required by applicable Law or Order, ) the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice and, to the extent consistent with the foregoing, and use its commercially reasonable efforts to (i) preserve intact its present business organization, goodwill and reputation, (ii) preserve maintain in effect all material respects necessary Permits, (iii) keep available the services of its directors, Officers and Key Employees on commercially reasonable terms (provided that neither the Company nor any Subsidiary shall be obligated to pay any director, officer or Key Employee compensation beyond compensation paid in the ordinary course of business to retain such individual) and (iv) maintain satisfactory relationships with its customers, lenders, suppliers, licensors, licensees, distributors suppliers and others having material business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operations and (iii) keep available its current officers and key employeesit. In addition, without Without limiting the generality of the foregoing, during the Pre-Closing Period, except as required by Applicable Law, as expressly contemplated permitted by this Agreement, Agreement or as set forth in the applicable subsection of Section 5.01 7.01 of the Company Disclosure Schedule, as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law or Orderduring the period from the date hereof until the Effective Time, the Company shall not, nor shall it permit any of its Subsidiaries to:, without the prior written consent of Parent in each instance (other than with respect to clauses (a), (b), (c) or (l) below, such consent not to be unreasonably withheld, conditioned or delayed):