Common use of Conduct of the Company Clause in Contracts

Conduct of the Company. From the date of this Agreement until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice and in compliance with all material Applicable Laws and all material governmental authorizations, and use its reasonable best efforts to preserve intact its present business organization, maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, keep available the services of its directors, officers and employees and maintain existing relations with its customers, lenders, suppliers and others having material business relationships with it. Without limiting the generality of the foregoing and to the fullest extent permitted by Applicable Law, from the date of this Agreement until the Effective Time, except as set forth in Section 7.01 of the Company Disclosure Schedule or as contemplated by this Agreement, or with Parent’s prior written consent (not to be unreasonably withheld or delayed), the Company shall not, and shall not permit any of its Subsidiaries to:

Conduct of the Company. From the date of this Agreement until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice and in compliance with all material Applicable Laws and all material governmental authorizations, and use its commercially reasonable best efforts to preserve intact its present business organization, maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, keep available the services of its directors, officers and employees and maintain existing relations with its customers, lenders, suppliers and others having material business relationships with it. Without limiting the generality of the foregoing and to the fullest extent permitted by Applicable Law, from the date of this Agreement until the Effective Time, except as set forth in Section 7.01 of the Company Disclosure Schedule or as contemplated by this Agreement, or with Parent’s prior written consent (not to be unreasonably withheld or delayed), the Company shall not, and shall not permit any of its Subsidiaries to:

Conduct of the Company. From the date of this Agreement until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, shall conduct its their business in the ordinary course consistent with past practice and in compliance with shall use all material Applicable Laws and all material governmental authorizations, and use its commercially reasonable best efforts to (i) preserve intact its present business organization, (ii) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, including, without limitation, all material licenses and permits that are required for the Company or any Company Subsidiary to carry on its business, (iii) keep available the services of its directors, officers and employees key employees, and (iv) maintain existing relations satisfactory relationships with its material customers, lenders, suppliers and others having material business relationships with it. Without limiting the generality of the foregoing and to the fullest extent permitted foregoing, except as set forth in Schedule 6.01 or as expressly contemplated by Applicable Lawthis Agreement, from the date of this Agreement until the Effective Time, except as set forth in Section 7.01 of without the Company Disclosure Schedule or as contemplated by this Agreement, or with Parent’s prior written consent of Parent (which consent shall not to be unreasonably withheld withheld, conditioned or delayed), the Company shall not, and nor shall not it permit any of its Subsidiaries Company Subsidiary to:

Conduct of the Company. From the date of this Agreement until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice (including capital expenditures in the ordinary course pursuant to the Company’s 2014 budget) and in compliance with all material Applicable Laws and all material governmental authorizations, and use its reasonable best efforts to preserve intact its present business organization, material assets and properties, maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizationsCompany Permits, keep available the services of its directors, officers and employees and maintain existing relations satisfactory relationships with its customers, lenders, suppliers suppliers, distributors and others having material business relationships with it. Without limiting the generality of the foregoing and to the fullest extent permitted by Applicable Law, from the date of this Agreement until the Effective Time, except as set forth in Section 7.01 6.01 of the Company Disclosure Schedule or as contemplated by this AgreementSchedule, or with without Parent’s prior written consent (which such consent not to be unreasonably withheld withheld, conditioned or delayed), or to the extent permitted or required by another Section of this Agreement, the Company shall not, and shall not permit any of its Subsidiaries to:

Conduct of the Company. From the date of this Agreement hereof until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice and in material compliance with all material Applicable Laws and all material governmental authorizationsLaw, and use its commercially reasonable best efforts to (i) preserve intact its present business organization, (ii) maintain in effect all of its material foreignthe Company Permits, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, (iii) keep available the services of its directors, officers and employees and (iv) maintain existing relations satisfactory relationships with its customers, lenders, suppliers and others having material business relationships with it. Without limiting the generality of the foregoing and foregoing, except as expressly contemplated by this Agreement, without the prior written consent of Parent (not to the fullest extent permitted be unreasonably withheld, conditioned or delayed) as required by Applicable Law, from the date of this Agreement until the Effective Time, except or as set forth in Section 7.01 6.1 of the Company Disclosure Schedule or as contemplated by this Agreement, or with Parent’s prior written consent (not to be unreasonably withheld or delayed)Schedule, the Company shall not, and shall not permit any of its Subsidiaries to:

Conduct of the Company. From the date of this Agreement until the Effective Timeearlier of the Acceptance Time or the termination of this Agreement, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice and in compliance with all material Applicable Laws and all material governmental authorizations, and use its commercially reasonable best efforts to preserve intact its present business organization, maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizationsCompany Permits, keep available the services of its directors, officers and employees and maintain existing relations satisfactory relationships with its customers, lenders, suppliers and others having material business relationships with it. Without limiting the generality of the foregoing and to the fullest extent permitted by Applicable Law, from the date of this Agreement until the Effective Timeearlier to occur of the Acceptance Time or the termination of this Agreement, except as set forth in Section 7.01 7.1 of the Company Disclosure Schedule or as contemplated by this AgreementLetter, or with Parent’s prior written consent (which consent shall not to be unreasonably withheld withheld, conditioned or delayed), or to the extent permitted or required by another Section of this Agreement, the Company shall not, and shall not permit any of its Subsidiaries to:

Conduct of the Company. From the date of this Agreement until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice and in compliance with all material Applicable Laws and all material governmental authorizations, and use its reasonable best efforts to preserve intact its present business organization, material assets, properties, contracts and licenses, maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizationsCompany Permits, keep available the services of its directors, officers and employees and maintain existing relations satisfactory relationships with its customers, lenders, suppliers suppliers, distributors, lessors, licensors, licensees, creditors, contractors and others having material business relationships with it. Without limiting the generality of the foregoing and to the fullest extent permitted by Applicable Law, from the date of this Agreement until the Effective Time, except as set forth in Section 7.01 6.01 of the Company Disclosure Schedule or as contemplated by this AgreementSchedule, or with Parent’s prior written consent (not or to be unreasonably withheld or delayed)the extent permitted by another Section of this Agreement, the Company shall not, and shall not permit any of its Subsidiaries to:

Conduct of the Company. From (a) Except as set forth in the corresponding section of the Company Disclosure Schedule or otherwise as expressly contemplated hereby, subject to Applicable Law, the Company covenants and agrees as to itself and its Subsidiaries that, from the date of this Agreement until the Effective Time, the business of it and its Subsidiaries shall be conducted only in the ordinary course consistent with past practice and, to the extent consistent therewith, it and its Subsidiaries shall use their respective reasonable best efforts to preserve its business organization intact and maintain its existing relations and goodwill with Governmental Authorities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the present employees and agents of the Company and its Subsidiaries. Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the Effective Time, the Company shall, will not and shall cause each of will not permit its Subsidiaries toto (unless Parent shall otherwise approve in writing, conduct its business in the ordinary course consistent with past practice and in compliance with all material Applicable Laws and all material governmental authorizations, and use its reasonable best efforts to preserve intact its present business organization, maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, keep available the services of its directors, officers and employees and maintain existing relations with its customers, lenders, suppliers and others having material business relationships with it. Without limiting the generality of the foregoing and to the fullest extent permitted by Applicable Law, from the date of this Agreement until the Effective Time, except as set forth in Section 7.01 of the Company Disclosure Schedule or as contemplated by this Agreement, or with Parent’s prior written consent (which approval shall not to be unreasonably withheld or delayed), the Company shall not, and shall not permit any of its Subsidiaries to:):

Conduct of the Company. From the date of this Agreement hereof until the Effective Time, except as expressly contemplated in this Agreement, as set forth in Section 6.01 of the Company Disclosure Schedule or with prior written consent of Parent, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice and in compliance with all material Applicable Laws and all material governmental authorizations, and use its commercially reasonable best efforts to (i) preserve intact its present business organization, (ii) maintain in effect all of its material foreignthe Company Permits, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, (iii) keep available the services of its directors, current officers and key employees and (iv) maintain existing relations satisfactory relationships with its customers, lenders, suppliers and others having material business relationships with it. Without limiting the generality of the foregoing and to the fullest extent permitted foregoing, except as expressly contemplated by Applicable Law, from the date of this Agreement until the Effective Time, except or as set forth in Section 7.01 6.01 of the Company Disclosure Schedule or as contemplated by this Agreement, or with Parent’s the prior written consent of Parent (not to be which consent Parent shall not, acting from Parent’s own point of view, unreasonably withheld withhold or delayeddelay), the Company shall not, and shall not permit any of its Subsidiaries to:

Conduct of the Company. From the date of this Agreement until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice and in compliance with all material Applicable Laws and all material governmental authorizations, and use its commercially reasonable best efforts to preserve intact its present business organization, maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, keep available the services of its directors, officers and employees and maintain existing relations satisfactory relationships with its customers, lenders, suppliers and others having material business relationships with it. Without limiting the generality of the foregoing and to the fullest extent permitted by Applicable Law, from the date of this Agreement until the Effective Time, except as set forth in Section 7.01 6.01 of the Company Disclosure Schedule or as contemplated by this AgreementSchedule, or with Parent’s prior written consent (which shall not to unreasonably be unreasonably withheld or delayed)withheld, the Company shall not, and shall not permit any of its Subsidiaries to:

Conduct of the Company. From the date of this Agreement until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice and in compliance with all material Applicable Laws and all material governmental authorizations, and use its commercially reasonable best efforts to preserve intact its present business organization, maintain in effect all of its material foreignxxxxxxx, federalxxxxxxx, state xxxxx and local licenses, permits, consents, franchises, approvals and authorizations, keep available the services of its directors, officers and employees and maintain existing relations satisfactory relationships with its customers, lenders, suppliers and others having material business relationships with it. Without limiting the generality of the foregoing and to the fullest extent permitted by Applicable Law, from the date of this Agreement until the Effective Time, except as set forth in Section 7.01 6.01 of the Company Disclosure Schedule or as contemplated by this AgreementSchedule, or with Parent’s prior written consent (not to be unreasonably withheld or delayed)consent, the Company shall not, and shall not permit any of its Subsidiaries to:

Conduct of the Company. From the date of this Agreement until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice and in compliance with all material Applicable Laws and all material governmental authorizations, and use its commercially reasonable best efforts to preserve intact its present business organization, maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, keep available the services of its directors, officers and employees and maintain existing relations satisfactory relationships with its customers, lenders, suppliers and others having material business relationships with it. Without limiting the generality of the foregoing and to the fullest extent permitted by Applicable Law, from the date of this Agreement until the Effective Time, except as set forth in Section 7.01 6.01 of the Company Disclosure Schedule or as contemplated by this AgreementSchedule, or with Parent’s prior written consent (not to be unreasonably withheld or delayed)consent, the Company shall not, and shall not permit any of its Subsidiaries to:

Conduct of the Company. From the date of this Agreement until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice and in compliance with all material Applicable Laws and all material governmental authorizations, and use its reasonable best efforts to preserve intact its present business organization, maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, keep available the services of its directors, officers and employees and maintain existing relations with its customers, lenders, suppliers and others having material business relationships with it. Without limiting the generality of the foregoing and to the fullest extent permitted by Applicable Law, from the date of this Agreement until the Effective Time, except as set forth in Section 7.01 of the Company Disclosure Schedule or as contemplated by this Agreement, or with Parent’s 's prior written consent (not to be unreasonably withheld or delayed), the Company shall not, and shall not permit any of its Subsidiaries to:

Conduct of the Company. From the date of this Agreement until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice and in material compliance with all material Applicable Laws Laws, Company Permits and all material governmental authorizationsCompany Material Contracts, and and, without limiting the foregoing, use its commercially reasonable best efforts to preserve intact its present business organization, maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, keep available the services of its directors, officers and employees (in the aggregate) and maintain existing its relations and goodwill with its all suppliers, customers, lenderslandlords, suppliers creditors, employees and others other Persons having material business relationships with itthe Company or its Subsidiaries. Without limiting the generality of the foregoing and to the fullest extent permitted by Applicable Law, from the date of this Agreement until the Effective Time, except as set forth in Section 7.01 6.01 of the Company Disclosure Schedule or as contemplated by this AgreementSchedule, or with Parent’s prior written consent (which consent shall not to be unreasonably withheld withheld, conditioned or delayed), the Company shall not, and shall not permit any of its Subsidiaries to: