Common use of Conduct of the Company Clause in Contracts

Conduct of the Company. Except as set forth in Section 6.01 of the Company Disclosure Schedule, except as expressly permitted or expressly required by this Agreement or Applicable Law or with the prior written consent of Parent, from the date 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 use its commercially reasonable efforts to (i) preserve intact in all material respects its present business organization, (ii) maintain in effect all of its foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, (iii) keep available the services of its directors, officers and key employees, (iv) maintain satisfactory relationships with its material customers, lenders, suppliers and others having material business relationships with it and (v) manage its working capital (including the timing of collection of accounts receivable and of the payment of accounts payable) in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, except with the prior written consent of Parent, which shall not be unreasonably withheld, delayed or conditioned (except in the case of Sections 6.01(a) through (c), (e), (f), (h), (i), (k), (m) and (p) (to the extent that such subsection (p) relates to any of Sections 6.01(a) through (c), (e), (f), (h), (i), (k) or (m)), in which case Parent may withhold, delay or condition its consent in its sole discretion), as expressly required by this Agreement or Applicable Law, or set forth in Section 6.01 of the Company Disclosure Schedule, the Company shall not, nor shall it permit any of its Subsidiaries to:

Conduct of the Company. Except From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement, except (x) as required by Applicable Law, (y) as set forth in Section ‎Section 6.01 of the Company Disclosure Schedule, except or (z) as otherwise required or expressly permitted or expressly required by this Agreement Agreement, unless Parent shall otherwise consent (which consent shall not be unreasonably withheld, conditioned or Applicable Law or with the prior written consent of Parent, from the date hereof until the Effective Timedelayed), 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 use its commercially reasonable efforts to (i) preserve intact in compliance in all material respects with all Applicable Laws and use its present reasonable best efforts to (A) preserve intact its business organizationorganization and relationships with customers, members, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations and other Third Parties having material business relationships with the Company and its Subsidiaries, (ii) maintain in effect all of its foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, (iiiB) keep available the services of its present directors, officers and key employees, employees and (ivC) maintain satisfactory relationships in effect all material Company Permits; provided that neither the Company nor any of its Subsidiaries shall take any action to comply with its material customers, lenders, suppliers and others having material business relationships with it and (vthe foregoing that would breach any of ‎Section 6.01(a) manage its working capital (including the timing of collection of accounts receivable and of the payment of accounts payable) in the ordinary course of business consistent with past practicethrough ‎(t). Without limiting the generality of the foregoing, except with the prior written consent of Parent, which shall not be unreasonably withheld, delayed or conditioned (except in the case of Sections 6.01(ax) through (c), (e), (f), (h), (i), (k), (m) and (p) (to the extent that such subsection (p) relates to any of Sections 6.01(a) through (c), (e), (f), (h), (i), (k) or (m)), in which case Parent may withhold, delay or condition its consent in its sole discretion), as expressly required by this Agreement or Applicable Law, or (y) as set forth in Section ‎Section 6.01 of the Company Disclosure Schedule, or (z) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed (other than with respect to ‎Section 6.01(a), ‎Section 6.01(b), ‎Section 6.01(c), ‎Section 6.01(d), ‎Section 6.01(j)(iii) or ‎Section 6.01(o)), the Company shall not, nor and shall it permit any cause each of its Subsidiaries not to:

Conduct of the Company. Except From the date hereof until the Effective Time, except (w) as expressly required by this Agreement, (x) as set forth in Section 6.01 of the Company Disclosure Schedule, except (y) as expressly permitted or expressly required by this Agreement or Applicable Law made available to Parent prior to the date hereof, or (z) with the prior written consent of ParentParent (which consent shall not be unreasonably withheld, from the date hereof until the Effective Timedelayed or conditioned), the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice practice. Without limiting the generality of the foregoing, the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable best efforts to (i) preserve intact in all material respects its present business organization, (ii) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, (iii) keep available the services of its directors, officers and key employees, Key Employees and (iv) maintain satisfactory relationships with its material customers, lenders, suppliers and others having material business relationships with it and (v) manage its working capital (including the timing of collection of accounts receivable and of the payment of accounts payable) in the ordinary course of business consistent with past practiceit. Without limiting the generality of the foregoing, except with the prior written consent of Parent, which shall not be unreasonably withheld, delayed or conditioned (except in the case of Sections 6.01(a) through (c), (e), (f), (h), (i), (k), (m) and (p) (to the extent that such subsection (p) relates to any of Sections 6.01(a) through (c), (e), (f), (h), (i), (k) or (m)), in which case Parent may withhold, delay or condition its consent in its sole discretion), as expressly required by this Agreement or Applicable LawAgreement, or (ii) as set forth in Section 6.01 of the Company Disclosure Schedule, (iii) as required by Applicable Law or (iv) with the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), from the date hereof until the Effective Time or the termination of this Agreement in accordance with its terms, the Company shall not, nor shall it permit any of its Subsidiaries to:

Conduct of the Company. Except as set forth in Section 6.01 of the Company Disclosure Schedule, except as expressly permitted or expressly required by this Agreement or Applicable Law or with the prior written consent of Parent, from From the date hereof until the Effective Time, (i) except as expressly contemplated herein (ii) unless Parent shall otherwise approve in writing (such approval not to be unreasonably withheld, delayed or conditioned) and (iii) except as required by Applicable Law, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice and use its commercially reasonable best efforts to (iA) preserve intact in all material respects its present business organization, (iiB) maintain in effect all of its foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, (iiiC) keep available the services of its directors, officers and key employees, (ivD) maintain satisfactory relationships with its material customers, lenders, suppliers and others having material business relationships with it and it, (vE) manage not amend its working articles of incorporation, bylaws or other similar organizational documents (whether by merger, consolidation or otherwise), (F) not (i) split, combine or reclassify any shares of its capital stock, (including the timing ii) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of collection of accounts receivable and of the payment of accounts payableits capital stock, (iii) redeem, repurchase or acquire any Company Securities, except pursuant to any Company Stock Plan, or (iv) issue, deliver or sell, any Company Securities, except pursuant to any Company Stock Plan, (G) not enter into any transactions not in the ordinary course of business consistent with past practice. Without limiting the generality its business, and (H) agree, resolve or commit to do any of the foregoing, except with the prior written consent of Parent, which shall not be unreasonably withheld, delayed or conditioned (except in the case of Sections 6.01(a) through (c), (e), (f), (h), (i), (k), (m) and (p) (to the extent that such subsection (p) relates to any of Sections 6.01(a) through (c), (e), (f), (h), (i), (k) or (m)), in which case Parent may withhold, delay or condition its consent in its sole discretion), as expressly required by this Agreement or Applicable Law, or set forth in Section 6.01 of the Company Disclosure Schedule, the Company shall not, nor shall it permit any of its Subsidiaries to:.

Conduct of the Company. Except From the date of this Agreement until the earlier of the Merger Effective Time and the termination of this Agreement, except (x) as prohibited or required by Applicable Law, (y) as set forth in Section 6.01 of the Company Disclosure Schedule, except or (z) as expressly permitted otherwise required or expressly required contemplated by this Agreement Agreement, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or Applicable Law or with the prior written consent of Parent, from the date hereof until the Effective Timedelayed), the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its business in the ordinary course consistent with past practice and use its commercially reasonable efforts to (i) preserve intact in all material respects its present business organization, (ii) maintain in effect all of its foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, (iii) keep available the services of its directors, officers and key employees, (iv) maintain satisfactory relationships with its material customers, lenders, suppliers and others having material business relationships with it and (v) manage its working capital (including the timing of collection of accounts receivable and of the payment of accounts payable) in the ordinary course of business consistent with past practicepractice and to preserve intact its business organization and relationships with customers, members, suppliers, licensors, licensees and other Third Parties and keep available the services of its present officers and employees; provided that (i) no action by the Company or any of its Subsidiaries to the extent expressly permitted by an exception to any of Section 6.01(a) through Section 6.01(o) will be a breach of this sentence and (ii) if the Company or any of its Subsidiaries seeks the consent of Parent to take any action prohibited by any of Section 6.01(a) through Section 6.01(o), and such consent is withheld by Parent, the failure to take such action will not be deemed to be a breach of this sentence. Without limiting the generality of the foregoing, except with the prior written consent of Parent, which shall not be unreasonably withheld, delayed (A) as prohibited or conditioned (except in the case of Sections 6.01(a) through (c), (e), (f), (h), (i), (k), (m) and (p) (to the extent that such subsection (p) relates to any of Sections 6.01(a) through (c), (e), (f), (h), (i), (k) or (m)), in which case Parent may withhold, delay or condition its consent in its sole discretion), as expressly required by this Agreement or Applicable Law, or (B) as set forth in Section 6.01 of the Company Disclosure Schedule, or (C) as otherwise required or expressly contemplated by this Agreement, without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not, nor and shall it permit any cause each of its Subsidiaries not to:

Conduct of the Company. Except From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement, except (x) as prohibited or required by Applicable Law, (y) as set forth in Section 6.01 of the Company Disclosure Schedule, except or (z) as expressly permitted otherwise required or expressly required contemplated by this Agreement Agreement, unless Parent shall otherwise consent (which consent shall not be unreasonably withheld, conditioned or Applicable Law or with the prior written consent of Parent, from the date hereof until the Effective Timedelayed), 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 use its commercially reasonable efforts to (i) preserve intact in all material respects its present business organizationorganization and relationships with customers, (ii) maintain in effect all of its foreignmembers, federalsuppliers, state Providers, licensors, licensees and local licenses, permits, consents, franchises, approvals other Third Parties and authorizations, (iii) keep available the services of its directors, present officers and key employees, ; provided that (ivi) maintain satisfactory relationships with no action by the Company or any of its material customers, lenders, suppliers and others having material business relationships with it Subsidiaries permitted by an exception to any of Section 6.01(a) through Section 6.01(q) will be a breach of this sentence and (vii) manage the Company’s or any of its working capital (including the timing Subsidiaries’ failure to take any action prohibited by any of collection Section 6.01(a) through Section 6.01(q) will not be a breach of accounts receivable and of the payment of accounts payable) in the ordinary course of business consistent with past practicethis sentence. Without limiting the generality of the foregoing, except with the prior written consent of Parent, which shall not be unreasonably withheld, delayed (x) as prohibited or conditioned (except in the case of Sections 6.01(a) through (c), (e), (f), (h), (i), (k), (m) and (p) (to the extent that such subsection (p) relates to any of Sections 6.01(a) through (c), (e), (f), (h), (i), (k) or (m)), in which case Parent may withhold, delay or condition its consent in its sole discretion), as expressly required by this Agreement or Applicable Law, or (y) as set forth in Section 6.01 of the Company Disclosure Schedule, or (z) as otherwise required or expressly contemplated by this Agreement, without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed (other than with respect to Section 6.01(a), Section 6.01(c) or Section 6.01(d)), the Company shall not, nor and shall it permit any cause each of its Subsidiaries not to:

Conduct of the Company. Except as for matters (i) permitted or contemplated by this Agreement, (ii) set forth in on Section 6.01 of the Company Disclosure Schedule, except as expressly permitted or expressly (iii) required by this Agreement or Applicable Law or Nasdaq rule, or (iv) undertaken with the prior written consent of ParentParent (which consent shall not be unreasonably withheld, from the date hereof conditioned or delayed), until the earlier of (1) such time as Merger Sub’s designees constitute a majority of the Company Board as contemplated by Section 6.18 and (2) the Effective Time (such earlier time, the “Control Time”), the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course course, consistent with past practice practice, and use its commercially reasonable efforts to (iw) preserve intact in all its business organization and material respects its present business organizationassets, (iix) keep available the services of its officers and employees who are integral to the operation of their businesses as presently conducted, (y) maintain in effect all of its foreignGovernmental Authorizations, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, (iii) keep available the services of its directors, officers and key employees, (ivz) maintain satisfactory relationships with its material customers, lenders, suppliers suppliers, licensors, licensees, distributors and others having material business relationships with it and (v) manage its working capital (including the timing of collection of accounts receivable and of the payment of accounts payable) in the ordinary course of business consistent with past practiceCompany. Without limiting the generality of the foregoing, except with the prior written consent of Parent, which shall not be unreasonably withheld, delayed for matters expressly permitted or conditioned (except in the case of Sections 6.01(a) through (c), (e), (f), (h), (i), (k), (m) and (p) (to the extent that such subsection (p) relates to any of Sections 6.01(a) through (c), (e), (f), (h), (i), (k) or (m)), in which case Parent may withhold, delay or condition its consent in its sole discretion), as expressly required contemplated by this Agreement or Applicable Law, or as set forth in on Section 6.01 of the Company Disclosure Schedule, except as required by Applicable Law or Nasdaq rule, from the date of this Agreement until the earlier of the Control Time and the date this Agreement is terminated in accordance with Article 8, the Company shall not, nor shall it permit any of its Subsidiaries to:, do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):

Conduct of the Company. Except From the date hereof until the Effective Time, except as expressly contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Schedule, except as expressly permitted consented to in writing by Parent, as contemplated by or expressly rea- sonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by this Agreement or Applicable Law or with the prior written consent of Parent, from the date hereof until the Effective TimeLaw, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in all material respects in the ordinary course consistent with past practice and use its commercially reasonable efforts to (i) preserve intact in all material respects its present business organization, (ii) maintain in effect all of its foreignmaterial for- eign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) keep available the services of maintain its directors, officers and key employees, (iv) maintain satisfactory existing relationships with its material customers, lenders, suppliers and others having material business relationships with it and (v) manage its working capital (including with Governmental Authorities with ju- risdiction over the timing of collection of accounts receivable and of the payment of accounts payable) in the ordinary course of business consistent with past practiceCompany’s operations. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except with as expressly contemplated by this Agreement, as set forth in Section 6.01 of the prior written consent of ParentCompany Disclosure Schedule, which shall not be unreasonably withheld, delayed or conditioned as consented to in writing by Par- ent (except solely in the case of Sections 6.01(a) through the following clauses (cd), (e), (f), (h), (i), (k), (m) and (p) (to the extent that such subsection (p) relates to any of Sections 6.01(a) through (c), (e), (fg), (h), (i), (kj) or and (m)p), in which case Parent may withholdsuch consent not to be unreasonably withheld, delay conditioned or condition its consent in its sole discretiondelayed), as expressly contemplated by or reasonably nec- xxxxxx to implement the Company Operating Plan (or, with respect to any initiative therein, real- locations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by this Agreement or Applicable Law, or set forth in Section 6.01 of the Company Disclosure Schedule, the Company shall not, nor shall it permit any of its Subsidiaries to:

Conduct of the Company. Except From the date hereof until the earlier of the Effective Time and the termination of this Agreement, except (w) as expressly contemplated by this Agreement, (x) as set forth in Section 6.01 of the Company Disclosure Schedule, except (y) as expressly permitted or expressly required by this Agreement Applicable Law, or Applicable Law or (z) with the prior written consent of ParentParent (which consent shall not be unreasonably withheld, from the date hereof until the Effective Timeconditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (i) conduct its business in all material respects in the ordinary course consistent with past practice and use its commercially reasonable efforts practice, except as necessary in response to any COVID-19 Measures or any Cybersecurity Measures, (iii) preserve intact its present business organization in all material respects its present business organizationrespects, (iiiii) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, (iiiiv) keep available the services of its directors, officers and key employees, (iv) maintain satisfactory relationships with its material customers, lenders, suppliers and others having material business relationships with it other Key Employees and (v) manage maintain in all material respects its working capital (including the timing of collection of accounts receivable and of the payment of accounts payable) in the ordinary course of business consistent significant commercial relationships with past practicethird parties. Without limiting the generality of the foregoing, except with the prior written consent of Parent, which shall not be unreasonably withheld, delayed or conditioned (except in the case of Sections 6.01(aA) through (c)as expressly contemplated by this Agreement, (e), (f), (h), (i), (k), (mB) and (p) (to the extent that such subsection (p) relates to any of Sections 6.01(a) through (c), (e), (f), (h), (i), (k) or (m)), in which case Parent may withhold, delay or condition its consent in its sole discretion), as expressly required by this Agreement or Applicable Law, or set forth in Section 6.01 of the Company Disclosure Schedule, (C) as required by Applicable Law, (D) as necessary in response to any COVID-19 Measures or any Cybersecurity Measures, or (E) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), from the date hereof until the Effective Time or the termination of this Agreement in accordance with its terms, the Company shall not, nor shall it permit any of its Subsidiaries to:

Conduct of the Company. Except as set forth in Section 6.01 of the Company Disclosure Schedule, except as expressly permitted or expressly required by this Agreement or Applicable Law or with the prior written consent of Parent, from From the date hereof until the Effective Time, the Company shallwill, and shall will cause each of its Subsidiaries to, except as contemplated by this Agreement, as set forth in the Company Disclosure Schedule or as required by Applicable Law, or unless Parent otherwise consents in writing (which consent will not be unreasonably withheld, conditioned or delayed), conduct its business in the ordinary course consistent with past practice and, to the extent consistent with and not in violation of any other provisions of this Section 6.01, the Company will use its commercially reasonable efforts to (i) preserve substantially intact in all material respects its present business organization, (ii) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizationsauthorizations (including the Company Permits), (iii) keep available the services of its directors, officers and key employees, and (iv) subject to the right of contract parties to exercise applicable rights, maintain satisfactory relationships with its material customers, lenders, suppliers and others having material business relationships with it and (v) manage its working capital (including the timing of collection of accounts receivable and of the payment of accounts payable) in the ordinary course of business consistent with past practiceit. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except with as (i) otherwise required by this Agreement, (ii) set forth in Section 6.01 of the prior written Company Disclosure Schedule, (iii) required by Applicable Law, or (iv) Parent may otherwise consent of Parent, in writing (which shall consent will not be unreasonably withheld, conditioned or delayed or conditioned (except in the case of Sections 6.01(a) through (c), with respect to clauses (e), (fg), (h), (i), (kj), (m), (n) and (po) and clause (u) with respect to the extent that such subsection (p) relates to any of Sections 6.01(a) through (c), (e), (f), (h), (i), (k) or (m)), in which case Parent may withhold, delay or condition its consent in its sole discretion), as expressly required by this Agreement or Applicable Law, or set forth in Section 6.01 each of the Company Disclosure Scheduleforegoing clauses), the Company shall will not, nor shall will it permit any of its Subsidiaries to:

Conduct of the Company. Except From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement, except (x) as required by Applicable Law, (y) as set forth in Section 6.01 6.1 of the Company Disclosure Schedule, except Schedule or (z) as otherwise required or expressly permitted or expressly required by this Agreement Agreement, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or Applicable Law or with the prior written consent of Parent, from the date hereof until the Effective Timedelayed), 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 in all material respects with all Applicable Laws and use its and their commercially reasonable efforts to (i) preserve intact in all its business organization and relationships with customers, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations and other Third Parties having material respects business relationships with the Company and its present business organization, Subsidiaries; (ii) maintain in effect all of its foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, (iii) keep available the services of its the present directors, officers and key employees, employees of the Company or its Subsidiaries; and (iviii) maintain satisfactory relationships in effect all material Company Permits; provided that neither the Company nor any of its Subsidiaries shall take any action to comply with its material customers, lenders, suppliers and others having material business relationships with it and (vthe foregoing that would breach any of Sections 6.1(a) manage its working capital (including the timing of collection of accounts receivable and of the payment of accounts payable) in the ordinary course of business consistent with past practicethrough 6.1(s). Without limiting the generality of the foregoing, except with (A) as required by Applicable Law, (B) as set forth in Section 6.1 of the Company Disclosure Schedule or (C) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written consent of Parent, (which consent shall not be unreasonably withheld, delayed conditioned or conditioned (except in the case of Sections 6.01(a) through (cdelayed), (e), (f), (h), (i), (k), (m) and (p) (to the extent that such subsection (p) relates to any of Sections 6.01(a) through (c), (e), (f), (h), (i), (k) or (m)), in which case Parent may withhold, delay or condition its consent in its sole discretion), as expressly required by this Agreement or Applicable Law, or set forth in Section 6.01 of the Company Disclosure Schedule, the Company shall not, nor and shall it permit any cause each of its Subsidiaries not to:

Conduct of the Company. Except as set forth in Section 6.01 From the date of this Agreement until the earlier of the Company Disclosure Schedule, except as expressly permitted Effective Time or expressly required by the termination of this Agreement or Applicable Law or in accordance with the prior written consent of Parent, from the date hereof until the Effective Timeits terms, the Company shall, and shall cause each of its Subsidiaries other Acquired Company to, conduct its business in the ordinary course consistent with past practice and use its commercially reasonable efforts to (i) preserve intact in all material respects its present business organization, (ii) maintain in effect all of its foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizationsPermits, (iii) keep available the services of its directors, the officers and key employeesKey Employees of the Acquired Companies, and (iv) maintain satisfactory relationships with its material the customers, lenders, suppliers of the Acquired Companies and others having material business relationships with it them; provided, that notwithstanding anything to the contrary in this Section 5.01, the Company may, and may cause each other Acquired Company to, dividend or otherwise distribute any cash and cash equivalents held by the Acquired Companies to its stockholders prior to the Closing in accordance with Applicable Law (v) manage its working capital (including the timing of collection of accounts receivable and of the payment of accounts payable) in the ordinary course of business consistent with past practice“Permitted Dividends”). Without limiting the generality of the foregoing, except with as expressly contemplated by this Agreement, as set forth on Schedule 5.01 or pursuant to the prior written consent of Parent, Parent (which consent shall not be unreasonably withheld, delayed withheld or conditioned (except in the case of Sections 6.01(a) through (cdelayed), (e), (f), (h), (i), (k), (m) and (p) (to the extent that such subsection (p) relates to any of Sections 6.01(a) through (c), (e), (f), (h), (i), (k) or (m)), in which case Parent may withhold, delay or condition its consent in its sole discretion), as expressly required by this Agreement or Applicable Law, or set forth in Section 6.01 of the Company Disclosure Schedule, the Company shall not, nor and shall it permit any cause each of its Subsidiaries the other Acquired Companies not to:

Conduct of the Company. Except for matters expressly permitted or contemplated by this Agreement or as set forth in Section 6.01 7.01 of the Company Disclosure Schedule, except as expressly permitted or expressly required by this Agreement Applicable Law, or Applicable Law except for XXXXX-00 Xxxxxxxx, XXXXX-00 Actions, or except with the prior written consent of ParentParent (not to be unreasonably withheld, conditioned or delayed to the extent set forth in Section 7.01 of the Company Disclosure Schedule), from the date hereof 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 practice, and use its commercially reasonable efforts to (i) preserve intact in all its Intellectual Property, business organization and material respects its present business organizationassets, (ii) maintain in effect all of its foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, (iii) keep available the services of its directors, officers and key employees, (iii) maintain in effect all of its Governmental Authorizations and (iv) maintain satisfactory relationships with its material customers, lenders, suppliers suppliers, licensors, licensees, distributors and others having material business relationships with it and (v) manage its working capital (including the timing of collection of accounts receivable and of the payment of accounts payable) in the ordinary course of business consistent with past practiceCompany. Without limiting the generality of the foregoing, except for matters expressly permitted or contemplated by this Agreement or as set forth in Section 7.01 of the Company Disclosure Schedule, except as required by Applicable Law, or except for XXXXX-00 Xxxxxxxx, XXXXX-00 Actions, or except with the prior written consent of Parent, which shall Parent (not to be unreasonably withheld, conditioned or delayed or conditioned (except in the case of Sections 6.01(a) through (c), (e), (f), (h), (i), (k), (m) and (p) (to the extent that such subsection (p) relates to any of Sections 6.01(a) through (c), (e), (f), (h), (i), (k) or (m)), in which case Parent may withhold, delay or condition its consent in its sole discretion), as expressly required by this Agreement or Applicable Law, or set forth in Section 6.01 7.01 of the Company Disclosure Schedule), the Company shall not, nor shall it permit any of its Subsidiaries to, do any of the following:

Conduct of the Company. Except From the date of this Agreement until the Effective Time, except as contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure ScheduleLetter, except as expressly permitted consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or expressly delayed), or as required by this Agreement or Applicable applicable Law or with the prior written consent of Parent, from the date hereof until the Effective TimeOrder, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course and, to the extent consistent with past practice and the foregoing, use its commercially reasonable efforts to (i) preserve intact in all material respects its present business organization, organization and (ii) maintain in effect all of generally its foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, (iii) keep available the services of its directors, officers and key employees, (iv) maintain satisfactory business relationships with its material customers, lenders, suppliers and others having material business relationships with it and (v) manage with Governmental Authorities with jurisdiction over the Company’s operations; provided, that no action by the Company or its working capital (including Subsidiaries with respect to matters specifically addressed in the timing of collection of accounts receivable and subclauses of the payment next sentence shall be deemed a breach of accounts payable) in the ordinary course this sentence unless such action would constitute a breach of business consistent with past practicesuch subclauses. Without limiting the generality of the foregoing, from the date of this Agreement until the Effective Time, except with as contemplated by this Agreement, as set forth in Section 6.01 of the prior written Company Disclosure Letter, as consented to in writing by Parent (such consent of Parent, which shall not to be unreasonably withheld, delayed conditioned or conditioned (except delayed, it being understood that in the case of Sections 6.01(a) through the below clauses (a), (b), (c), (d), (e), (f), (h), (i), (k), (m) and (p) (to the extent that such subsection (p) relates to any of Sections 6.01(a) through (c), (e), (fg), (h), (i) and (l) and, with respect to the actions contemplated by such clauses, the below clause (n), (k) or (m)), in which case Parent Parent’s consent may withhold, delay or condition its consent be withheld for any reason in its sole discretion), ) or as expressly required by this Agreement applicable Law or Applicable Law, or set forth in Section 6.01 of the Company Disclosure ScheduleOrder, the Company shall not, nor shall it permit any of its Subsidiaries to:

Conduct of the Company. Except From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement, except (x) as required by Applicable Law, (y) as set forth in Section 6.01 ‎6.1 of the Company Disclosure Schedule, except Schedule or (z) as otherwise required or expressly permitted or expressly required by this Agreement Agreement, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or Applicable Law or with the prior written consent of Parent, from the date hereof until the Effective Timedelayed), 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 in all material respects with all Applicable Laws and use its and their commercially reasonable efforts to (i) preserve intact in all its business organization and relationships with customers, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over the Company’s operations and other Third Parties having material respects business relationships with the Company and its present business organization, Subsidiaries; (ii) maintain in effect all of its foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, (iii) keep available the services of its the present directors, officers and key employees, employees of the Company or its Subsidiaries; and (iviii) maintain satisfactory relationships in effect all material Company Permits; provided that neither the Company nor any of its Subsidiaries shall take any action to comply with its material customers, lenders, suppliers and others having material business relationships with it and (vthe foregoing that would breach any of Sections ‎6.1(a) manage its working capital (including the timing of collection of accounts receivable and of the payment of accounts payable) in the ordinary course of business consistent with past practicethrough ‎‎6.1(s). Without limiting the generality of the foregoing, except with (A) as required by Applicable Law, (B) as set forth in ‎Section ‎6.1 of the Company Disclosure Schedule or (C) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written consent of Parent, (which consent shall not be unreasonably withheld, delayed conditioned or conditioned (except in the case of Sections 6.01(a) through (cdelayed), (e), (f), (h), (i), (k), (m) and (p) (to the extent that such subsection (p) relates to any of Sections 6.01(a) through (c), (e), (f), (h), (i), (k) or (m)), in which case Parent may withhold, delay or condition its consent in its sole discretion), as expressly required by this Agreement or Applicable Law, or set forth in Section 6.01 of the Company Disclosure Schedule, the Company shall not, nor and shall it permit any cause each of its Subsidiaries not to: