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

Conduct of the Company’s Business. The Company covenants and agrees that, between the date of this Agreement and the Effective Time, unless Parent shall otherwise consent in writing, the business of the Company and the Subsidiaries shall be conducted only in, and such entities shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and the Company and its Subsidiaries will use their commercially reasonable efforts to preserve substantially intact the business organization of the Company and its Subsidiaries, to keep available the services of those of its present officers, employees and consultants that are integral to the operation of its business as presently conducted and to preserve the present relationships of the Company and its Subsidiaries with customers, suppliers and other persons with which the Company and the Subsidiaries have significant business relations. By way of amplification and not limitation, except as otherwise expressly contemplated by this Agreement, the Company agrees on behalf of itself and its Subsidiaries that, without the prior written consent of Parent, which consent in the case of clauses (b)(iii)-(vii), (c), (d) and (e) below shall not be unreasonably withheld or delayed, each of the Company and its Subsidiaries will, between the date of this Agreement and the Effective Time:

Conduct of the Company’s Business. The Company covenants and agrees that, between the date of this Agreement hereof and the Effective TimeDate, except as expressly required or permitted by this Agreement or unless Parent shall otherwise consent agree in writingwriting in advance, the business Company shall conduct and shall cause the businesses of the Company and the each of its Subsidiaries shall to be conducted only in, and such entities the Company and its Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; practice and the in compliance with applicable Laws. The Company and shall use its Subsidiaries will use their commercially reasonable best efforts to preserve substantially intact the business organization and assets of the Company and each of its Subsidiaries, and to operate, and cause each of its Subsidiaries, and unless reasonably requested otherwise by Parent, shall operate, according to plans and budgets provided to Parent, to keep available the services of those of its the present officers, employees and consultants that are integral to of the operation Company and each of its business as presently conducted Subsidiaries, to maintain in effect Material Agreements and to preserve the present relationships of the Company and each of its Subsidiaries with advertisers, sponsors, customers, licensors, licensees, suppliers and other persons with which the Company and the or any of its Subsidiaries have significant has business relations. By way of amplification and not limitation, except as otherwise expressly contemplated by this Agreement, neither the Company agrees on behalf nor any of itself and its Subsidiaries thatshall, between -35- the date hereof and the Effective Date, directly or indirectly do, or propose to do, any of the following without the prior written consent of Parent, which consent in the case of clauses (b)(iii)-(vii), (c), (d) and (e) below shall not be unreasonably withheld or delayed, each of the Company and its Subsidiaries will, between the date of this Agreement and the Effective Time:

Conduct of the Company’s Business. The Company covenants and agrees that, between the date of this Agreement and the Effective Time, unless Parent shall otherwise consent in writing, and except as otherwise expressly contemplated hereby or on the COMPANY SCHEDULE, the business of the Company and the Subsidiaries shall be conducted only in, and such entities shall not take any action except in, the ordinary course of business and in a manner consistent with past practiceOrdinary Course; and the Company and its Subsidiaries will use their commercially reasonable efforts to preserve substantially intact the business organization of the Company and its Subsidiaries, to keep available the services of those of its present officers, employees and consultants that are integral to the operation of its business as presently conducted and to preserve the present relationships of the Company and its Subsidiaries with customers, suppliers and other persons with which the Company and the Subsidiaries have significant business relations; and the Company and its Subsidiaries will advise each of its respective officers of their fiduciary duty to the Company prior to the Effective Time to operate the business in due course, maintain the confidentiality of information arising from or generated by the business of the Company and to avoid taking any action which would have a Company Material Adverse Effect. By way of amplification and not limitation, except as otherwise expressly contemplated by this AgreementAgreement or the COMPANY SCHEDULE, the Company agrees on behalf of itself and its Subsidiaries that, without the prior written consent of Parent, which consent in the case of clauses (b)(iii)-(vii), (c), (d) and (e) below shall not be unreasonably withheld or delayed, each of the Company and its Subsidiaries they will, between the date of this Agreement and the Effective Time: