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

Conduct Prior to the Effective Time. 5.1 Conduct of Business by Company and Century. 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 Closing, the Companies and Century shall, except to the extent that the other party shall otherwise consent in writing, carry on its business in the usual, regular and ordinary course consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations (except where noncompliance would not have a Material Adverse Effect), pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services of its present officers, managers and employees, and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. In addition, except as permitted or required by the terms of this Agreement or set forth on the Schedule 5.1 hereto, without the prior written consent of the other party, 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 Closing, none of the Companies or Century shall do any of the following:

Conduct Prior to the Effective Time. 5.1 Conduct of Business by Company Ascend, Merger Sub LLC, Merger Sub Inc., Kitara Media and CenturyNYPG. 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 Closing, the Companies each of Ascend, Merger Sub LLC, Merger Sub Inc., Kitara Media and Century NYPG shall, except to the extent that the other party shall otherwise consent in writingwriting or as contemplated by this Agreement or as set forth in Schedule 5.1, carry on its business in the usual, regular and ordinary course consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable laws Applicable Laws and regulations (except where noncompliance would not be reasonably expected to have a Material Adverse Effect), pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable best efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services of its present officers, managers key officers and employees, key employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. In addition, except as required or permitted or required by the terms of this Agreement or and except as set forth on the in Schedule 5.1 hereto5.1, without the prior written consent of the other party, which cannot be unreasonably withheld, 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 Closing, none each of the Companies or Century Ascend, Merger Sub LLC, Merger Sub Inc., Kitara Media and NYPG shall not do any of the following:

Conduct Prior to the Effective Time. 5.1 Conduct of Business by Company and Century4.1 CONDUCT OF BUSINESS BY COMPANY, PARENT AND MERGER SUB. 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 Closing, each of the Companies Company, Parent and Century Merger Sub shall, except in connection with Permitted Acquisitions (as defined in Section 4.2) or Permitted Financings or to the extent that the other party parties shall otherwise consent in writing, carry on its business in the usual, regular and ordinary course consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations (except where noncompliance would not have a Material Adverse Effect), pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services of its present officers, managers officers and employees, employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. In addition, except in connection with Permitted Acquisitions (as defined in Section 4.2) or Permitted Financings or as otherwise required or permitted or required by the terms of this Agreement or set forth on the Schedule 5.1 heretoAgreement, without the prior written consent of the other partyparties, not to be unreasonably withheld or delayed, 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 Closing, none each of the Companies or Century Company, Parent and Merger Sub shall not do any of the following:

Conduct Prior to the Effective Time. 5.1 Conduct of Business by Company and CenturyMarine. 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 Closing, the Companies Company and Century Marine shall, except to the extent that the other party shall otherwise consent in writing, carry on its business in the usual, regular and ordinary course consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations (except where noncompliance would not have a Material Adverse Effect), pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services of its present officers, managers and employees, and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. In addition, except as permitted or required by the terms of this Agreement or set forth on the Schedule 5.1 hereto, without the prior written consent of the other party, 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 Closing, none each of the Companies or Century Company and Marine shall not do any of the following:: (a) Waive any stock repurchase rights, accelerate, amend or (except as specifically provided for herein) change the period of exercisability of options or restricted stock, or reprice options granted under any employee, consultant, director or other stock plans or authorize cash payments in exchange for any options granted under any of such plans;

Conduct Prior to the Effective Time. 5.1 4.1 Conduct of Business by Company the Company, Parent and CenturyMerger Sub. 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 and the Closing, each of the Companies Company, the Company’s Subsidiaries, Parent and Century Merger Sub shall, except to the extent that Parent (in the other party case of a request by the Company or the Company’s Subsidiaries) or the Company (in the case of a request by Parent or Merger Sub) shall otherwise consent in writingwriting (which consent shall not be unreasonably withheld, conditioned or delayed) or as set forth in Schedule 4.1 hereto or as contemplated by this Agreement, carry on its business in the usual, regular and ordinary course consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations (except where noncompliance would not have a Material Adverse Effect), pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, as expressly contemplated by Schedule 4.1 hereto) and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services of its present officers, managers key officers and employees, employees and (iii) preserve its relationships with key customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. In addition, except as required or permitted or required by the terms of this Agreement or as set forth on the in Schedule 5.1 4.1 hereto, without the prior written consent of Parent (in the other partycase of a request by the Company or the Company’s Subsidiaries) or the Company (in the case of a request by Parent or Merger Sub) (which consent shall not be unreasonably withheld, conditioned or delayed), 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 Closing, none each of the Companies or Century Company (on its behalf and on behalf of its Subsidiaries), Parent and Merger Sub shall not do any of the following:

Conduct Prior to the Effective Time. 5.1 4.1 Conduct of Business by Company and Centuryof 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 and the ClosingEffective Time, the Companies and Century shallCompany agrees to conduct its business, except to the extent that the other party Parent shall otherwise consent in writing, carry on its business in the usual, regular and ordinary course consistent with past practices, in substantially the same manner as heretofore conducted conducted, to pay the debts and material Taxes of the Company and its subsidiaries when due, other than those Taxes that are being contested in compliance with all applicable laws and regulations good faith pursuant to appropriate proceedings (except where noncompliance would not have a Material Adverse Effectsubject to Section 4.1(f) below), pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and and, to the extent consistent with such business, to preserve intact the present business organizations of the Company, use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services of the present officers and key employees of the Company and its present officers, managers subsidiaries and employees, to preserve the relationships of the Company and (iii) preserve its relationships subsidiaries with customers, suppliers, distributors, licensors, licensees, and others having business dealings with which it has significant business dealings. In additionthem, except as permitted or required by all with the terms goal of this Agreement or set forth on preserving unimpaired the Schedule 5.1 hereto, without the prior written consent goodwill and ongoing businesses of the other party, Company 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 and any material event involving the Company or any of its subsidiaries that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement pursuant to its terms or the ClosingEffective Time. In addition to the foregoing, none except as expressly contemplated by this Agreement or required by applicable Law, and except as expressly set forth in Section 4.1 of the Companies or Century Disclosure Schedule, the Company shall do any not, and shall cause the subsidiaries of the followingCompany not to, without the prior consent of Parent, from and after the date of this Agreement: