Common use of Conduct Prior to the Effective Time Clause in Contracts

Conduct Prior to the Effective Time. 4.1 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 Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay its debts and taxes when due subject (i) to good faith disputes over such debts or taxes and (ii) in the case of taxes, to Parent's consent to the filing of material Returns if applicable, to pay or perform other obligations when due, and, to the extent consistent with such business, use all reasonable efforts consistent with past practice and policies to preserve intact the Company's present business organizations, keep available the services of its present officers and key employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to the end that the Company's goodwill and ongoing businesses shall be unimpaired at the Effective Time. The Company shall promptly notify Parent of any event or occurrence not in the ordinary course of business of the Company which could have a Material Adverse Effect on the Company. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent:

Conduct Prior to the Effective Time. 4.1 Conduct of Business of by the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company agrees (and each of its subsidiaries shall, except to the extent that Parent shall otherwise consent in writing), to carry on its business business, in all material respects, in the usual, regular and ordinary course course, in substantially the same manner as heretofore conductedconducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject (i) to good faith disputes over such debts or taxes and (ii) in the case of taxes, to Parent's consent to the filing of material Returns if applicable, to pay or perform other material obligations when duedue subject to good faith disputes over such obligations, and, to the extent consistent with such business, and use all its commercially reasonable efforts consistent with past practice practices and policies to (i) preserve intact the Company's its present business organizationsorganization, (ii) keep available the services of its present officers and key employees and (iii) preserve their its relationships with customers, suppliers, distributors, licensors, licensees, and others having with which it has business dealings with itdealings. In addition, the Company will use reasonable efforts to the end that the Company's goodwill and ongoing businesses shall be unimpaired at the Effective Time. The Company shall promptly notify Parent of any material event involving the Company's business or occurrence not operations, to the extent that the Company has knowledge of any such material event. In addition, except as permitted by the terms of this Agreement, and except as provided in the ordinary course of business Article 4 of the Company which could have a Material Adverse Effect on the Company. Except as expressly contemplated by this Agreement, the Company shall notSchedules, without the prior written consent of Parent, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following and shall not permit its subsidiaries to do any of the following:

Conduct Prior to the Effective Time. 4.1 Conduct of Business of the CompanyCompany and its Subsidiaries. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or and the Effective Time, the Company agrees (except to the extent that unless otherwise required by this Agreement or Parent shall otherwise has given its prior consent in writing), ) to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conductedconsistent with past practice, to pay its debts Liabilities and taxes when due subject (i) to good faith disputes over such debts or taxes and (ii) in Taxes consistent with the case of taxes, to ParentCompany's consent to the filing of material Returns if applicablepast practices, to pay or perform other obligations when duedue consistent with the Company's past practices, subject to any good faith disputes over such Liabilities, Taxes and other obligations and, to the extent consistent with such business, to use all reasonable efforts consistent with past practice and institute all policies to preserve intact the Company's its present business organizationsorganization, keep available the services of its present officers and key employees and employees, preserve their its relationships with customers, suppliers, distributors, licensors, licensees, independent contractors and others other Persons having business dealings with itit and to cause its Subsidiaries to do the same, to all with the end that the Company's express purpose and intent of preserving unimpaired its goodwill and ongoing businesses shall be unimpaired at the Effective Time. The Company shall promptly notify Parent of any event or occurrence not in the ordinary course of business of the Company which could have a Material Adverse Effect on the Company. Except as expressly contemplated by this Agreement, neither the Company shall notnor any of its Subsidiaries shall, without the prior written consent of Parent, take, or agree in writing or otherwise to take:

Conduct Prior to the Effective Time. 4.1 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 Effective Time, the Company agrees (to use commercially reasonable efforts to cause the Company, except to the extent that Parent shall otherwise consent in writing), which consent shall not be unreasonably withheld or delayed, to carry on its the Company's business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay its the debts and taxes Taxes of the Company when due subject (i) to good faith disputes over such debts or taxes and (ii) in the case of taxes, to Parent's consent to the filing of material Returns if applicabledue, to pay or perform other obligations when due, and, to the extent consistent with such business, use all commercially reasonable efforts efforts, consistent with past practice and policies policies, to preserve intact the Company's present business organizations, keep available the services of its the Company's present officers and key employees Key Employees and preserve their the Company's relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to all with the end that goal of preserving unimpaired the Company's goodwill and ongoing businesses shall be unimpaired at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Company which could have a Material Adverse Effect on and any material event involving the Company. Except as expressly contemplated by this AgreementAgreement as set forth in Section 4.1 of the Disclosure Schedule, the Company shall not, without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed:

Conduct Prior to the Effective Time. 4.1 5.1 Conduct of Business of the Company. During the period from Except as set forth on Schedule 5.1 hereto, between the date of this Agreement and continuing until the earlier of Effective Time or the termination of date, if any, on which this Agreement or the Effective Timeis earlier terminated pursuant to its terms, the Company agrees (and each of its Subsidiaries shall, except to the extent that Parent shall otherwise consent in writing), to (i) carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay its debts and taxes when due subject (i) to good faith disputes over such debts or taxes and (ii) in the case of taxes, to Parent's consent to the filing of material Returns if applicable, to pay or perform other material obligations when duedue subject to good faith disputes over such obligations, and, to the extent consistent with such business, and use all reasonable efforts consistent with past practice practices and policies to preserve intact the Company's present business organizations, keep available the services of its present officers and key employees and preserve their its relationships with customers, suppliers, distributors, licensors, licensees, suppliers and others having business dealings relationships with it, to the end that the Company's and each of its Subsidiaries' goodwill and ongoing businesses shall business be unimpaired at the Effective Time. The Company shall , and (ii) promptly notify Parent of any event or occurrence not in the ordinary course of business of the Company and each of its Subsidiaries which will have or could reasonably be expected to have a Company Material Adverse Effect Effect. In addition, between the date of this Agreement and the Effective Time or the date, if any, on the Company. Except as expressly contemplated by which this AgreementAgreement is earlier terminated pursuant to its terms, the Company and each of its Subsidiaries shall not, without except to the prior written extent that Parent shall otherwise consent of Parentin writing:

Conduct Prior to the Effective Time. 4.1 (a) 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 Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent expressly contemplated by this Agreement or as consented to in writingwriting by Parent), to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, . Company further agrees to pay its all debts and taxes Taxes when due due, subject (i) to good faith disputes over such debts or taxes Taxes and (ii) in the case of taxes, to Parent's consent to the filing of material Tax Returns if applicable(which consent shall not be unreasonably withheld or delayed), to pay or perform other obligations when due, and, and to the extent consistent with such business, use all reasonable efforts consistent with past practice and policies to preserve intact the Company's its present business organizations, keep available the services of its present officers and key employees and preserve their its relationships with customers, suppliers, distributors, licensors, licensees, licensees and others having business dealings with it, to the end that the Company's its goodwill and ongoing businesses shall be unimpaired at the Effective Time. The Company shall agrees to promptly notify Parent of any event or occurrence not in the ordinary course of business of the Company which could reasonably be expected to have a Company Material Adverse Effect on the Company. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent:Effect.

Conduct Prior to the Effective Time. 4.1 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 Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay its debts and taxes when due subject (i) to good faith disputes over such debts or taxes and (ii) in the case of taxes, to Parent's consent to the filing of material Returns if applicable, to pay or perform other obligations when due, and, to the extent consistent with such business, use all reasonable efforts consistent with past practice and policies to preserve intact the Company's present business organizations, keep available the services of its present officers . and key employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to the end that the Company's goodwill and ongoing businesses shall be unimpaired at the Effective Time. The Company shall promptly notify Parent of any event or occurrence not in the ordinary course of business of the Company which could have a Material Adverse Effect on the Company. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent:

Conduct Prior to the Effective Time. 4.1 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 Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), writing and except with respect to the termination of employees and the combination of the Company's operations with that of the Parent and other substantial cost reduction measures all as discussed with or approved by Parent) to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay its debts and taxes Taxes when due subject (i) to good faith disputes over such debts or taxes and (ii) in the case of taxes, to Parent's consent to the filing of material Returns if applicabledue, to pay or perform other obligations when due, and, to the extent consistent with such business, to use all reasonable efforts consistent with past practice and policies to preserve intact the Company's its present business organizationsorganization, keep available the services of its present officers and key employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to all with the end that the Company's goal of preserving unimpaired its goodwill and ongoing businesses shall be unimpaired at the Effective Time. The Company shall promptly notify Parent of any event not previously discussed with or occurrence not in the ordinary course of business of approved by Parent which materially adversely effects the Company which could have a Material Adverse Effect on the Companyor its business. Except as expressly contemplated by this AgreementAgreement or disclosed in Schedule 4.1 or necessary to effect the Bridge Financing described in Section 5.14, the Company shall not, without the prior written consent of Parent: