Common use of Interim Conduct of Business Clause in Contracts

Interim Conduct of Business. (a) Except (i) as contemplated or permitted by this Agreement, (ii) as set forth in Section 5.1(a) of the Company Disclosure Letter, or (iii) with the prior written approval of Parent (which approval will not be unreasonably withheld, delayed or conditioned), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, carry on its business in the ordinary course of business and in compliance in all material respects with all applicable Laws and Orders and use its reasonable best efforts to keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries and to preserve the current relationships of the Company and each of its Subsidiaries with each of the customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations as is reasonably necessary to preserve substantially intact its business organization.

Interim Conduct of Business. (a) Except as (i) as contemplated contemplated, required or permitted by this Agreement, (ii) as required by applicable Law, (iii) set forth in Section 5.1(a) of the Company Disclosure Letter, or (iiiiv) with the prior written approval of Parent approved by Acquisition (which approval will not be unreasonably withheld, delayed conditioned or conditioneddelayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII IX and the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, shall (A) carry on its business in the ordinary course of business and in compliance substantially the same manner as heretofore conducted in all material respects with all applicable Laws respects, and Orders and (B) use its reasonable best efforts efforts, consistent with past practices, to keep available the services of the current officers, key employees preserve substantially intact its business organization and consultants of the Company and each of its Subsidiaries and to preserve the current relationships of the Company and each of its Subsidiaries with each of the material customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations as is reasonably necessary to preserve substantially intact its business organizationnecessary.

Interim Conduct of Business. (a) Except (i) as contemplated or permitted expressly required by this Agreement, (ii) required by applicable Law (including any requirement of the SEC), (iii) as set forth in Section 5.1(a) of the Company Disclosure Letter, Letter or (iiiiv) with the prior written approval of as approved in writing in advance by Parent (which approval will shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII ARTICLE IX and the Effective Time, each of the Company shall, and shall cause each of its Subsidiaries to, shall carry on its business in the usual and ordinary course of business and in compliance business, consistent with past practice, in all material respects and, to the extent consistent with all applicable Laws and Orders and past practice, shall use its commercially reasonable best efforts to keep available the services of the current officerspreserve in all material respects its business organization intact, key employees and consultants of the Company and each of its Subsidiaries and to preserve the current relationships of the Company and each of its Subsidiaries with each of the customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations as is reasonably necessary to preserve substantially intact its business organizationin all material respects and keep available the services of the present key employees in all material respects.

Interim Conduct of Business. (a) Except as (i) as contemplated contemplated, required or permitted by this Agreement, (ii) as required by applicable Law, (iii) set forth in Section 5.1(a) of the Company Disclosure Letter, or (iiiiv) with the prior written approval of approved by Parent (which approval will not be unreasonably withheld, delayed conditioned or conditioneddelayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII IX and the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, shall (A) carry on its business in the ordinary course of business and in compliance substantially the same manner as heretofore conducted in all material respects with all applicable Laws respects, and Orders and (B) use its reasonable best efforts efforts, consistent with past practices, to keep available the services of the current officers, key employees preserve substantially intact its business organization and consultants of the Company and each of its Subsidiaries and to preserve the current relationships of the Company and each of its Subsidiaries with each of the material customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations as is reasonably necessary to preserve substantially intact its business organizationnecessary.

Interim Conduct of Business. (a) Except (i) as contemplated expressly required or permitted by this Agreement, (ii) required by applicable Law (including any requirement of the SEC), (iii) as set forth in Section 5.1(a) 5.1 of the Company Disclosure Letter, or (iiiiv) with the prior written approval of as approved in writing in advance by Parent (which approval will shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII ARTICLE IX and the Effective Time, each of the Company shall, and its Subsidiary shall cause each of its Subsidiaries to, carry on its business in the usual and ordinary course of business and business, consistent with past practice, in compliance all material respects, and, to the extent consistent with past practice, shall use its commercially reasonable efforts to preserve in all material respects with all applicable Laws its business organization intact, and Orders and use its reasonable best efforts to keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries and to preserve the current relationships of the Company and each of its Subsidiaries Subsidiary with each of the customers, suppliers and other Persons with whom the Company or any of its Subsidiaries Subsidiary has significant business relations as is reasonably necessary to preserve substantially intact its business organizationin all material respects and keep available the services of the present key employees in all material respects.

Interim Conduct of Business. (a) Except as (i) as contemplated expressly contemplated, required or permitted by this Agreement, (ii) as required by applicable Law, (iii) set forth in Section 5.1(a) of the Company Disclosure Letter, or (iiiiv) with the prior written approval of approved by Parent in writing (which approval will not be unreasonably withheld, delayed conditioned or conditioneddelayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII IX and the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, shall (A) carry on its business in the ordinary course of business course, and in compliance in all material respects with all applicable Laws and Orders and (B) use its reasonable best efforts to preserve substantially intact its current business organization, and to keep available the services service of the its current officers, key employees employees, consultants, contractors, subcontractors and consultants of the Company agents, and each of its Subsidiaries and to preserve the current relationships of the Company and each of its Subsidiaries with each of the material customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations as is reasonably necessary to preserve substantially intact its business organizationrelations, in each case consistent with past practice.

Interim Conduct of Business. (a) Except (i) as contemplated expressly required or permitted by this Agreement, (ii) as required by applicable Law, (iii) as set forth in Section 5.1(a) 6.1 of the Company Disclosure Letter, or (iiiiv) with the prior written approval of as approved by Parent (which approval will not be unreasonably withheld, delayed conditioned or conditioneddelayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII Section 10.1 and the Effective Acceptance Time, the Company shall, and shall cause each of its Subsidiaries to, carry on its business in the ordinary course of business and in compliance in all material respects with all applicable Laws and Orders and use its reasonable best efforts to keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries shall (A) use its commercially reasonable efforts to carry on its business in the usual, regular and ordinary course consistent with past practice, and (B) use its commercially reasonable efforts, consistent with past practices and policies, to preserve substantially intact its business organization and preserve the current relationships of the Company and each of its Subsidiaries with each of the customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations as is reasonably necessary to preserve substantially intact its business organizationnecessary.

Interim Conduct of Business. (a) Except (i) as contemplated specifically permitted or permitted required by this Agreement, (ii) as set forth in Section Schedule 5.1(a) of the Company Disclosure Letter, or (iii) with the prior written approval of Parent as approved in advance by Investor in writing (which approval will not be unreasonably withheld, delayed conditioned or conditioneddelayed, other than as set forth in Schedule 5.1(b)), at all times during the period commencing with on the execution and delivery of this Agreement date hereof and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, to (A) carry on its business in the usual, regular and ordinary course of business consistent with past practice and in compliance in all material respects with all applicable Laws policies and Orders and (B) use its reasonable best efforts to keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries and Subsidiaries, to preserve the goodwill and current relationships of the Company and each of its Subsidiaries with each of the customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations as is reasonably necessary relations, to preserve substantially its assets, rights and properties in good repair and condition and to preserve intact its business organization.

Interim Conduct of Business. (a) Except (i) as contemplated or expressly permitted by this AgreementAgreement or as required by applicable Law, (ii) as set forth in Section 5.1(a) of the Company Disclosure Letter, Letter or (iii) with the prior written approval of as approved by Parent (which approval will not be unreasonably withheld, delayed conditioned or conditioneddelayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (A) carry on its business in the usual, regular and ordinary course of business in a manner consistent with past practice, and in compliance in all material respects with all applicable Laws and Orders and (B) use its commercially reasonable best efforts efforts, consistent with past practices and policies, to keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries Subsidiaries, and to preserve the current relationships of the Company and each of its Subsidiaries with each of the customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations as is reasonably necessary to preserve substantially intact its business organization.

Interim Conduct of Business. (a) Except (i) as contemplated expressly contemplated, required or permitted by this Agreement, (ii) required by applicable Law, (iii) as set forth in Section 5.1(a6.1(a) of the Company Disclosure Letter, or (iiiiv) with the prior written approval of as consented to in writing by Parent (which approval consent will not be unreasonably withheld, delayed conditioned or conditioneddelayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII Section 10.1 and the Effective Acceptance Time, the Company shall, and shall cause each of its Subsidiaries to, carry on its business in the ordinary course of business and in compliance in all material respects with all applicable Laws and Orders and use its reasonable best efforts to keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries shall (A) carry on its business in the usual, regular and ordinary course in a manner consistent with past practices, and (B) use its commercially reasonable efforts, consistent with past practices and policies, to preserve intact its business organization, preserve its assets, rights and properties in good repair and condition, retain the services of its current officers, employees and consultants and preserve its goodwill and current relationships of the Company and each of its Subsidiaries with each of the customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations as is reasonably necessary to preserve substantially intact its business organizationrelations.

Interim Conduct of Business. (a) Except (i) as contemplated expressly required or permitted by this Agreement, (ii) required by applicable Law (including any requirement of the SEC or GAAP), (iii) as set forth in Section 5.1(a) ‎‎Section 5.1 of the Company Disclosure Letter, or (iiiiv) with the prior written approval of as approved in writing in advance by Parent (which approval will shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII ‎‎ARTICLE IX and the Effective Time, each of the Company shall, and shall cause each of its Subsidiaries to, shall carry on its business in the usual and ordinary course of business and business, consistent with past practice, in compliance all material respects, and, to the extent consistent with past practice, shall use its commercially reasonable efforts to preserve in all material respects with all applicable Laws its business organization intact, and Orders and use its reasonable best efforts to keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries and to preserve the current relationships of the Company and each of its Subsidiaries with each of the customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations as is reasonably necessary to preserve substantially intact its business organizationin all material respects and keep available the services of the present key employees in all material respects.