Common use of Conduct Prior to the Closing Clause in Contracts

Conduct Prior to the Closing. 5.1 Conduct of Business of the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, each Acquired Entity shall, and each Founder agrees to cause each Acquired Entity to, operate its business in the ordinary course of business consistent with past practices, except (i) as specifically disclosed in Section 5.1 of the Disclosure Schedule, (ii) with the prior written consent of Parent (the decision with respect to which will not be unreasonably withheld or delayed), (iii) as specifically permitted or contemplated by this Agreement, or (iv) as required by Law. Without limiting the generality of the foregoing, the Company agrees to pay Indebtedness for borrowed money and Taxes of each Acquired Entity when due (subject to the right of Parent to review and timely approve any Tax Returns in accordance with this Agreement), to use reasonable best efforts to pay or perform other obligations when due, and, to the extent consistent therewith, to use reasonable best efforts to (a) preserve intact the present business organizations of each Acquired Entity, (b) keep available the services of the present officers and Employees of each Acquired Entity, (c) preserve the assets and technology of each Acquired Entity and (d) preserve the relationships of each Acquired Entity with customers, suppliers, distributors, licensors, licensees, and others having business dealings with them, all with the goal of preserving unimpaired the goodwill and ongoing businesses of each Acquired Entity at the Closing. The Company shall promptly notify Parent of any Material Adverse Effect involving the Company that arises during the period commencing with the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Notwithstanding the foregoing, except as set forth in clauses (i)-(iv) above, no Acquired Entity shall from and after the date of this Agreement:

Conduct Prior to the Closing. 5.1 Conduct of Business of the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or and the Closing, each Acquired Entity shall, and each Founder the Company agrees (unless the Company is required to cause each Acquired Entity to, operate take such action pursuant to this Agreement or Broadcom shall give its prior consent in writing which consent shall not be unreasonably withheld) to carry on its business in the usual, regular and ordinary course of business consistent with past practices, except (i) as specifically disclosed practice and in Section 5.1 of the Disclosure Schedule, (ii) any event consistent with the Operating Plan provided prior written consent of Parent (the decision with respect to which will not be unreasonably withheld or delayed), (iii) as specifically permitted or contemplated by this Agreement, or (iv) as required by Law. Without limiting the generality of the foregoing, the Company agrees to pay Indebtedness for borrowed money and Taxes of each Acquired Entity when due (subject to the right date of Parent this Agreement to review and timely approve Broadcom (any Tax Returns material deviations therefrom or material modifications to the Operating Plan shall be required to be approved in accordance with this Agreementadvance by Broadcom), to use reasonable best efforts pay its Liabilities and Taxes consistent with the Company's past practices (and in any event when due), to pay or perform other obligations when duedue consistent with the Company's past practices (other than Liabilities, Taxes and other obligations, if any, contested in good faith through appropriate proceedings), and, to the extent consistent therewithwith such business, to use all commercially reasonable best efforts and institute all policies required to (a) preserve intact the its present business organizations of each Acquired Entityorganization, (b) keep available the services of the its present officers and Employees of each Acquired Entity, (c) key employees and preserve the assets and technology of each Acquired Entity and (d) preserve the its relationships of each Acquired Entity with customers, suppliers, distributors, licensors, licensees, independent contractors and others other Persons having business dealings with themit, all with the goal express purpose and intent of preserving unimpaired the its goodwill and ongoing businesses of each Acquired Entity at the Closing. The Except as expressly contemplated by this Agreement, the Company shall promptly notify Parent not, without the prior written consent of Broadcom, take or agree in writing or otherwise to take, any action that would result in the occurrence of any Material Adverse Effect involving of the changes described in Section 2.9 or any other action that would make any of its representations or warranties contained in this Agreement untrue or incorrect in any material respect or prevent the Company that arises from performing or cause the Company not to perform its agreements and covenants hereunder or knowingly cause any condition to Broadcom's closing obligations in Section 7.1 or Section 7.3 not to be satisfied. Without limiting the generality of the foregoing, during the period commencing with from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Notwithstanding the foregoing, except as set forth in clauses (i)-(iv) above, no Acquired Entity shall from and after the date of Company Disclosure Schedule or as required or expressly permitted by this Agreement, the Company shall not do, cause or permit any of the following, without the prior written consent of Broadcom:

Conduct Prior to the Closing. 5.1 4.1 Conduct of Business of by the Company, Parent and Merger Subs. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or pursuant to its terms and the Closing, each Acquired Entity of the Company, the Company’s Subsidiaries, Parent and Merger Subs shall, and each Founder agrees except (i) to cause each Acquired Entity tothe extent that Parent (in the case of a request by the Company) or the Company (in the case of a request by Parent or Merger Subs) shall otherwise consent in writing (which consent shall not be unreasonably withheld, operate conditioned or delayed), (ii) as required by any applicable Law (including as may be compelled by any Governmental Entity) or contract, (iii) to the extent in a good faith response to a COVID-19 Measure, (iv) as set forth in Schedule 4.1 of the Company Schedule or the Parent Schedule (“Schedule 4.1”) or (v) as contemplated by this Agreement or any Ancillary Agreement, use commercially reasonable efforts to carry on its business in the usual, regular and ordinary course of business consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations (except (i) as specifically disclosed in Section 5.1 of the Disclosure Schedule, (ii) with the prior written consent of Parent (the decision with respect to which will not be unreasonably withheld or delayed), (iii) as specifically permitted or expressly contemplated by this Agreement, or (ivSchedule 4.1) as required by Law. Without limiting the generality of the foregoing, the Company agrees to pay Indebtedness for borrowed money and Taxes of each Acquired Entity when due (subject to the right of Parent to review and timely approve any Tax Returns in accordance with this Agreement), to use its commercially reasonable best efforts to pay or perform other obligations when due, and, to the extent consistent therewith, to use reasonable best efforts to (aA) preserve substantially intact the its present business organizations of each Acquired Entityorganization, (bB) keep available the services of the its present key officers and Employees of each Acquired Entity, employees and (cC) preserve the assets and technology of each Acquired Entity and (d) preserve the its relationships of each Acquired Entity with key customers, suppliers, distributors, licensors, licensees, and others having with which it has significant business dealings with themdealings. In addition, all with (i) without the goal prior written consent of preserving unimpaired Parent (in the goodwill and ongoing businesses case of each Acquired Entity at a request by the Closing. The Company shall promptly notify Parent of any Material Adverse Effect involving Company) or the Company that arises (in the case of a request by Parent or Merger Subs) (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) except as required by any applicable Law (including as may be compelled by any Governmental Entity) or contract, (iii) except to the extent in a good faith response to a COVID-19 Measure, (iv) except as set forth in Schedule 4.1, or (v) except as contemplated by this Agreement or any Ancillary Agreement, during the period commencing with from the date of this Agreement and continuing until the earlier of the termination date of this Agreement pursuant to its terms or the Closing. Notwithstanding , each of the foregoingCompany (on its behalf and on behalf of its Subsidiaries), except as set forth in clauses (i)-(iv) above, no Acquired Entity Parent and Merger Subs shall from and after not do any of the date of this Agreementfollowing:

Conduct Prior to the Closing. 5.1 Conduct of Business of the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, each Acquired Entity shall, and each Founder agrees to cause each Acquired Entity to, operate its business in the ordinary course of business consistent with past practices, except (i) as specifically disclosed in Section 5.1 of the Disclosure Schedule, (ii) with the prior written consent of Parent (the decision with respect to which will not be unreasonably withheld or delayed), (iii) as specifically permitted or contemplated by this Agreement, or (iv) as required by Law. Without limiting the generality of the foregoing, the Company agrees to conduct the business of Company and to cause its Subsidiaries to conduct the business of the other Acquired Companies, except to the extent that Purchaser shall otherwise consent in writing in accordance with Section 5.3 hereof, in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay Indebtedness for borrowed money the debts and Taxes of each the Acquired Entity Companies when due (subject to the right of Parent to Purchaser’s review and timely approve consent to the filing of any Tax Returns Return, as set forth in accordance with this AgreementSection 5.1(e) below), to use reasonable best efforts to pay or perform other obligations when due, and, to the extent consistent therewithwith such business, to use reasonable best efforts to (a) preserve intact the present business organizations of each the Acquired EntityCompanies, (b) keep available to use reasonable efforts within the context of applicable Employment Law to maintain the services of Service Providers employed by the present officers Acquired Companies as of the date hereof and Employees of each Acquired Entity, (c) preserve the assets at Closing and technology of each Acquired Entity and (d) preserve the relationships of each the Acquired Entity Companies with customers, suppliers, distributors, licensors, licensees, and others having business dealings with them, all with the goal of preserving unimpaired the goodwill and ongoing businesses business of each the Acquired Entity Companies at the Closing. The Company shall promptly notify Parent Purchaser of any Material Adverse Effect event or occurrence or emergency not in the ordinary course of business of the Acquired Companies and any material event involving the Company Acquired Companies that arises during the period commencing with from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Notwithstanding the foregoing, except Except as set forth in clauses (i)-(iv) above, no Acquired Entity shall from and after the date of expressly contemplated by this Agreement, the Company shall not and shall cause the other Acquired Companies to not, without the prior written consent of Purchaser which consent shall not be unreasonably withheld in accordance with Section 5.3 hereof: