Common use of Interim Operations of the Company Clause in Contracts

Interim Operations of the Company. During the period from the date of this Agreement to the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 (the “Pre-Closing Period”) (except (w) as may be required by Law, (x) with the prior written consent of Parent (provided that Parent shall be deemed to have consented if Parent does not object within 72 hours after a written request for such consent is delivered to Parent by the Company), which consent shall not be unreasonably withheld, delayed or conditioned, (y) as contemplated or permitted by this Agreement, or (z) as set forth in the Company Disclosure Schedule), the business of the Company and its Subsidiaries shall be conducted only in the Ordinary Course of Business, and the Company will use commercially reasonable efforts to preserve intact its current business organization, keep available the services of its officers and employees and maintain its relations and goodwill with its material suppliers, customers, landlords, creditors and others having material business relationships with it. Without limiting the generality of the foregoing, except (w) as may be required by Law, (x) with the prior written consent of Parent (provided that Parent shall be deemed to have consented if Parent does not object within 72 hours after a written request for such consent is delivered to Parent by the Company), which consent shall not be unreasonably withheld, delayed or conditioned, (y) as contemplated or permitted by this Agreement, or (z) as set forth in the Company Disclosure Schedule, prior to the Effective Time neither the Company nor any of its Subsidiaries will:

Interim Operations of the Company. (a) During the period from the date of this Agreement Date to the Effective Share Acceptance Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 (the “Pre-Closing Period”) (except (wi) as may be required by Law, (xii) with the prior written consent of Parent (provided that Parent shall be deemed to have consented if Parent does not object within 72 hours after a written request for such consent is delivered to Parent by the Company), which consent shall not be unreasonably withheld, delayed or conditionedParent, (yiii) as contemplated or permitted by this Agreement, Agreement or (ziv) as set forth in the Company Disclosure Schedule), the business of the Company and its Subsidiaries shall be conducted only in the Ordinary Course ordinary and usual course of Businessbusiness in all material respects consistent with past practice, and and, to the extent consistent therewith, the Company will and its Subsidiaries shall use commercially reasonable best efforts to (1) preserve intact its their current business organization, (2) maintain their relationships with customers, suppliers and others having business dealings with them, (3) notify and consult with Parent promptly (A) after receipt of any material communication from any Governmental Entity or inspections of any manufacturing or clinical trial site and before giving any material submission to a Governmental Entity and (B) prior to making any material change to a study protocol, adding new trials, making any material change to a manufacturing plan or process, or making a material change to the development timeline for any of its product candidates or programs, (4) preserve intact and keep available the services of present employees of the Company and its officers Subsidiaries, (5) keep in effect casualty, product liability, workers’ compensation and employees other insurance policies in coverage amounts substantially similar to those in effect at the date of this Agreement, and maintain (6) preserve and protect the Intellectual Property owned by the Company and its relations and goodwill Subsidiaries; provided, however, that no action by the Company or any of its Subsidiaries with its material suppliers, customers, landlords, creditors and others having material business relationships with itrespect to matters addressed specifically by any provision of this Section 6.1(a) shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without limiting the generality of the foregoing, except (wA) as may be required by Law, (xB) with the prior written consent of Parent (provided that Parent shall be deemed to have consented if Parent does not object within 72 hours after a written request for such consent is delivered to Parent by the Company)Parent, which consent shall not be unreasonably withheld, delayed or conditioned, (y) as contemplated or permitted by this Agreement, conditioned or (zC) as set forth in the Company Disclosure Schedule, prior to the Effective Time neither time when, pursuant to Section 1.3(a), the Parent’s designees for director constitute the majority of the Company nor Board, the Company shall not, and shall not permit any of its Subsidiaries willto, do any of the following:

Interim Operations of the Company. During the period from From and after the date of this Agreement to the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 (the “Pre-Closing Period”) (except (w) as may be required by Law, (x) with the prior written consent of Parent (provided that Parent shall be deemed to have consented if Parent does not object within 72 hours after a written request for such consent is delivered to Parent by the Company), which consent shall not be unreasonably withheld, delayed or conditioned, (y) as contemplated or permitted by this Agreement, or (z) as set forth in the Company Disclosure Schedule), the business of the Company and its Subsidiaries shall be conducted only in the Ordinary Course of Business, and the Company will use commercially reasonable efforts to preserve intact its current business organization, keep available the services of its officers and employees and maintain its relations and goodwill with its material suppliers, customers, landlords, creditors and others having material business relationships with it. Without limiting the generality of the foregoing, except (w) as may be required by Law, (x) with the prior written consent of Parent (provided that Parent shall be deemed to have consented if Parent does not object within 72 hours after a written request for such consent is delivered to Parent by the Company), which consent shall not be unreasonably withheld, delayed or conditioned), (y) as expressly contemplated or permitted by this Agreement, Agreement or (z) as set forth in the Section 6.1 of the Company Disclosure Schedule, prior the business of the Company and its Subsidiaries shall be conducted only in the ordinary and usual course of business consistent with past practice, and, to the Effective Time extent consistent therewith, the Company shall, and shall cause its Subsidiaries to, use reasonable efforts to (i) preserve intact their current business organization and (ii) preserve their present relationships with customers, suppliers and others having business dealings with them who are integral to the operation of their businesses as presently conducted; provided, however, that no action by the Company with respect to matters addressed specifically by any provision of this Section 6.1 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without limiting the generality of the foregoing, except (A) as may be required by Law, (B) with the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (C) as expressly contemplated or permitted by this Agreement or (D) as set forth in Section 6.1 of the Company Disclosure Schedule, from and after the date of this Agreement, neither the Company nor any of its Subsidiaries will:

Interim Operations of the Company. During the period from the date of this Agreement to the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 (the “Pre-Closing Period”) (except (w) as may be required by Law, (x) with the prior written consent of Parent (provided that Parent shall be deemed to have consented if Parent does not object within 72 hours after a written request for such consent is delivered to Parent by the Company)Parent, which consent shall not be unreasonably withheld, delayed or conditioned, (y) as contemplated or permitted by this Agreement, Agreement or (z) as set forth in the Company Disclosure Schedule), the business of the Company and its Subsidiaries shall be conducted only in the Ordinary Course ordinary and usual course of Businessbusiness in all material respects consistent with past practice, and and, to the extent consistent therewith, the Company will and its Subsidiaries shall use commercially reasonable efforts to (i) preserve intact its their current business organization, keep available the services of its officers ; and employees and maintain its relations and goodwill (ii) preserve their relationships with its material suppliers, customers, landlords, creditors suppliers and others having material business relationships dealings with itthem; provided, however, that no action by the Company or any of its Subsidiaries with respect to matters addressed specifically by any provision of this Section 6.1 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without limiting the generality of the foregoing, except (w) as may be required by Law, (x) with the prior written consent of Parent (provided that Parent shall be deemed to have consented if Parent does not object within 72 hours after a written request for such consent is delivered to Parent by the Company)Parent, which consent shall not be unreasonably withheld, delayed or conditioned, (y) as contemplated or permitted by this Agreement, Agreement or (z) as set forth in the Company Disclosure Schedule, prior to the Effective Time Time, neither the Company nor any of its Subsidiaries will:

Interim Operations of the Company. During the period from the date of this Agreement to the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 (the “Pre-Closing Period”) (except (w) as may be required by Law, (x) with the prior written consent of Parent (provided that Parent shall be deemed to have consented if Parent does not object within 72 seventy-two (72) hours after a written request for such consent is delivered to Parent by the Company), which consent shall not be unreasonably withheld, delayed or conditioned, (y) as contemplated or expressly permitted by this Agreement, Agreement or (z) as set forth in Section 6.1 of the Company Disclosure Schedule), the business of the Company and its Subsidiaries shall be conducted only in the Ordinary Course ordinary and usual course of Businessbusiness in all material respects consistent with past practice, and and, to the extent consistent therewith, the Company will and its Subsidiaries shall use commercially reasonable efforts to (i) preserve intact its their current business organization, keep available the services of its officers (ii) maintain appropriate staffing levels consistent with past practice and employees and maintain its relations and goodwill (iii) preserve their relationships with its material suppliers, customers, landlords, creditors suppliers and others having material business relationships dealings with itthem. Without limiting the generality of the foregoing, except (w) as may be required by Law, (x) with the prior written consent of Parent (provided that Parent shall be deemed to have consented if Parent does not object within 72 seventy-two (72) hours after a written request for such consent is delivered to Parent by the Company), which consent shall not be unreasonably withheld, delayed or conditioned, (y) as contemplated or expressly permitted by this Agreement, Agreement or (z) as set forth in Section 6.1 of the Company Disclosure Schedule, prior to the Effective Time Time, neither the Company nor any of its Subsidiaries will:

Interim Operations of the Company. During the period from the date of this Agreement to the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 (the “Pre-Closing Period”) (8.1, except (w) as may be required by Law, (x) with the prior written consent of Parent (provided that Parent shall be deemed to have consented if Parent does not object within 72 hours after a written request for such consent is delivered to Parent by the Company)Parent, which consent shall not be unreasonably withheld, delayed or conditioned, (y) as contemplated or permitted by this Agreement, Agreement or (z) as set forth in the Company Disclosure Schedule), the business of the Company and its Subsidiaries shall be conducted only in the Ordinary Course ordinary and usual course of Businessbusiness in all material respects consistent with past practice, and and, to the extent consistent therewith, the Company will and its Subsidiaries shall use commercially reasonable efforts to (i) preserve intact its their current business organization, keep available the services of its officers organization and employees and maintain its relations and goodwill (ii) preserve their relationships with its material suppliers, customers, landlords, creditors suppliers and others having material business relationships dealings with itthem; provided, however, that no action by the Company or any of its Subsidiaries with respect to matters addressed specifically by any provision of this Section 6.1 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without limiting the generality of the foregoing, except (w) as may be required by Law, (x) with the prior written consent of Parent (provided that Parent shall be deemed to have consented if Parent does not object within 72 hours after a written request for such consent is delivered to Parent by the Company)Parent, which consent shall not be unreasonably withheld, delayed or conditioned, (y) as contemplated or permitted by this Agreement, Agreement or (z) as set forth in the Company Disclosure Schedule, prior to the Effective Time Time, neither the Company nor any of its Subsidiaries will:

Interim Operations of the Company. During the period from the date of this Agreement until the earlier of (a) such time as designees of Parent first constitute at least a 34 majority of the Company Board pursuant to Section 2.4(a), (b) the Effective Time or and (c) the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 (the “Pre-Closing Period”) 9.1 (except (wx) as may be required by Law, (xy) with the prior written consent of Parent (provided that Parent shall be deemed to have consented if Parent does not object within 72 seventy-two (72) hours after a written request for such consent is delivered to Parent by the Company), which consent shall not be unreasonably withheld, delayed or conditioned, or (yz) as contemplated or permitted by this Agreement, or (z) as set forth in the Company Disclosure Schedule), the business of the Company and its Subsidiaries shall be conducted only in the Ordinary Course ordinary and usual course of Businessbusiness in all material respects consistent with past practice, and and, to the extent consistent therewith, the Company will and its Subsidiaries shall use commercially reasonable efforts to (1) preserve intact its their current business organization, keep available the services of its officers organization and employees and maintain its relations and goodwill (2) preserve their relationships with its material suppliers, customers, landlords, creditors suppliers and others having material business relationships dealings with itthem; provided, however, that no action by the Company or any of its Subsidiaries with respect to matters addressed specifically by any provision of this Section 7.1 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without limiting the generality of the foregoing, except (wA) as may be required by Law, (xB) with the prior written consent of Parent (provided that Parent shall be deemed to have consented if Parent does not object within 72 seventy-two (72) hours after a written request for such consent is delivered to Parent by the Company), which consent shall not be unreasonably withheld, delayed or conditioned, or (yC) as contemplated or permitted by this Agreement, or until the earlier of (z1) such time as set forth in designees of Parent first constitute at least a majority of the Company Disclosure ScheduleBoard pursuant to Section 2.4(a), prior to (2) the Effective Time and (3) the date, if any, on which this Agreement is earlier terminated pursuant to Section 9.1, neither the Company nor any of its Subsidiaries will:

Interim Operations of the Company. During From the period from the date of this Agreement to Signing Date and until the Effective Time or the date, if any, on which earlier termination of this Agreement is earlier terminated pursuant to Section 8.1 in accordance with its terms (the “Pre-Closing Period”) (except (w) as may be required by Law, (x) with the prior written consent of Parent (provided that Parent shall be deemed to have consented if Parent does not object within 72 hours after a written request for such consent is delivered to Parent by the Company), which consent shall not be unreasonably withheld, delayed or conditioned, except as (ya) as contemplated or permitted expressly required by this Agreement, (b) required by applicable Law, or (zc) as set forth consented to in writing by Parent during the Pre-Closing Period, which consent will not be unreasonably withheld or delayed, the Company Disclosure Schedule), the business of agrees that the Company and its Subsidiaries shall be conducted will conduct business only in the Ordinary Course ordinary course of Businessbusiness consistent with past practice (including, for the avoidance of doubt, by taking (subject to the consent rights of Parent in this Section 5.1) commercially reasonable actions to address force majeure events), and the Company will use commercially its reasonable efforts to (A) preserve intact its current business organization, assets and technology, (B) keep available the services of its officers and key employees of the Company and its Subsidiaries, (C) maintain its relations and goodwill with in effect all of its material Company Permits, (D) fund its obligations with respect to its and its Subsidiaries and joint ventures’ ongoing development and construction projects and (E) maintain and preserve satisfactory relationships with customers, lessees, lenders, suppliers, customerslicensors, landlordslicensees, creditors distributors and others having material business relationships with itthe Company or any of its Subsidiaries. Without limiting the generality of the foregoing, foregoing and except as (w) as may be required by Lawset forth in Section 5.1(w) of the Company Disclosure Letter, (x) with the prior written consent of Parent (provided that Parent shall be deemed to have consented if Parent does not object within 72 hours after a written request for such consent is delivered to Parent expressly required by the Company), which consent shall not be unreasonably withheld, delayed or conditionedthis Agreement, (y) as contemplated or permitted required by this Agreementapplicable Law, or (z) as set forth consented to in writing by Parent during the Pre-Closing Period, which consent will not be unreasonably withheld or delayed, the Company Disclosure Schedule, prior to the Effective Time neither the Company nor any of its Subsidiaries willagrees that:

Interim Operations of the Company. During the period from the date of this Agreement to the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 (the “Pre-Closing Period”) (except (w) as may be required by Law, (x) with the prior written consent of Parent (provided that Parent shall be deemed to have consented if Parent does not object within 72 hours after a written request for such consent is delivered to Parent by the Company)Parent, which consent shall not be unreasonably withheld, delayed or conditioned, (y) as contemplated or expressly permitted by this Agreement, Agreement or (z) as set forth in the Company Disclosure Schedule), the business of the Company and its Subsidiaries shall be conducted only in the Ordinary Course ordinary and usual course of Businessbusiness in all material respects consistent with past practice, and and, to the extent consistent therewith, the Company will and its Subsidiaries shall use commercially reasonable efforts to (i) preserve intact its their current business organization, keep available the services of its officers organization and employees and maintain its relations and goodwill (ii) preserve their relationships with its material suppliers, customers, landlords, creditors suppliers and others having material business relationships dealings with itthem; provided, however, that no action by the Company or any of its Subsidiaries with respect to matters addressed specifically by any provision of this Section 6.1 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without limiting the generality of the foregoing, except (w) as may be required by Law, (x) with the prior written consent of Parent (provided that Parent shall be deemed to have consented if Parent does not object within 72 hours after a written request for such consent is delivered to Parent by the Company)Parent, which consent shall not be unreasonably withheld, delayed or conditioned, (y) as contemplated or expressly permitted by this Agreement, Agreement or (z) as set forth in the Company Disclosure Schedule, prior to the Effective Time Time, neither the Company nor any of its Subsidiaries will:

Interim Operations of the Company. During the period from the date of this Agreement to the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 (the “Pre-Closing Period”) (except (w) as may be required by Law, (x) with the prior written consent of Parent (provided that Parent shall be deemed to have consented if Parent does not object within 72 hours after a written request for such consent is delivered to Parent by the Company)Parent, which consent shall not be unreasonably withheld, delayed or conditioned, (y) as contemplated or permitted by this Agreement, Agreement or (z) as set forth in the Company Disclosure Schedule), the business of the Company and its Subsidiaries shall be conducted only in the Ordinary Course ordinary and usual course of Businessbusiness in all material respects consistent with past practice, and and, to the extent consistent therewith, the Company will and its Subsidiaries shall use commercially reasonable efforts to (i) preserve intact its their current business organization, keep available the services of its officers organization and employees and maintain its relations and goodwill (ii) preserve their relationships with its material suppliers, customers, landlords, creditors suppliers and others having material business relationships dealings with itthem; provided, however, that no action by the Company or any of its Subsidiaries with respect to matters addressed specifically by any provision of this Section 6.1 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without limiting the generality of the foregoing, except (w) as may be required by Law, (x) with the prior written consent of Parent (provided that Parent shall be deemed to have consented if Parent does not object within 72 hours after a written request for such consent is delivered to Parent by the Company)Parent, which consent shall not be unreasonably withheld, delayed or conditioned, (y) as contemplated or permitted by this Agreement, Agreement or (z) as set forth in the Company Disclosure Schedule, prior to the Effective Time Time, neither the Company nor any of its Subsidiaries will:

Interim Operations of the Company. During Prior to the period from Closing Date or the date earlier termination of this Agreement to the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 Article IX (such period, the “Pre-Closing Interim Period”) (except (w) as may be required by Law, (x) with the prior written consent of Parent (provided that Parent shall be deemed to have consented if Parent does not object within 72 hours after a written request for such consent is delivered to Parent by the Company), except as set forth on Schedule ‎7.1 or as expressly contemplated by this Agreement, unless Buyer has previously consented in writing thereto (which consent shall will not be unreasonably withheld, delayed conditioned or conditioned, (y) as contemplated or permitted by this Agreement, or (z) as set forth in the Company Disclosure Scheduledelayed), the business of the Company and its Subsidiaries shall be conducted only in the Ordinary Course of Businessagrees, and agrees to cause the Company will Subsidiaries, to use commercially reasonable efforts to carry on the businesses of the Company and the Subsidiaries in accordance with the expense plan delivered to Buyer on the date hereof and to preserve intact its the Company’s and Subsidiaries’ current business organization, keep available the services of its the Company’s and Subsidiaries’ current officers and employees and maintain its relations to preserve the Company’s and goodwill the Subsidiaries’ relationships with its material suppliers, customersdistributors, landlordslicensors, creditors licensees and others having material with which the Company and the Subsidiaries have business relationships dealings (including, without limitation, shipping products, paying vendors and continuing marketing efforts, all in accordance with itthe expense plan delivered to Buyer on the date hereof). Without In addition, without limiting the generality of the foregoing, during the Interim Period, except as set forth on Schedule ‎7.1 or as expressly contemplated by this Agreement, unless Buyer has previously consented in writing thereto (w) as may be required by Law, (x) with the prior written consent of Parent (provided that Parent shall be deemed to have consented if Parent does not object within 72 hours after a written request for such consent is delivered to Parent by the Company), which consent shall will not be unreasonably withheld, delayed conditioned or conditioneddelayed), (y) as contemplated or permitted by this Agreement, or (z) as set forth in the Company Disclosure Schedule, prior to shall not and shall not permit the Effective Time neither the Company nor any of its Subsidiaries willto:

Interim Operations of the Company. During the period from the date of this Agreement hereof to the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 (the “Pre-Closing Period”) (except (wi) as may otherwise be required by in connection with applicable Law, (xii) with the prior written consent of Parent (provided that Parent shall be deemed to have consented if Parent does not object within 72 hours after a written request for such consent is delivered to Parent by the Company)Parent, which consent shall not be unreasonably withheld, delayed or conditioned, (yiii) as contemplated or permitted required by this Agreement, or (ziv) as set forth in Section 6.1 of the Company Disclosure Schedule), the business Company shall and shall cause the Company Subsidiaries to conduct the Business only in the ordinary course of business, and, to the extent consistent therewith, the Company and its the Company Subsidiaries shall be conducted only in the Ordinary Course of Business, and the Company will use commercially reasonable efforts to preserve intact its their current business organization, keep available the services of its officers and employees organization and maintain its relations their relationships with customers, resellers, distributors, franchisees (and goodwill with its material other similar channel partners), suppliers, customersemployees, landlordslicensors, creditors licensees of the Business and others having material business relationships Business dealings with itthem. Without limiting the generality of the foregoing, foregoing (except (wi) as may otherwise be required by in connection with applicable Law, (xii) with the prior written consent of Parent (provided that Parent shall be deemed to have consented if Parent does not object within 72 hours after a written request for such consent is delivered to Parent by the Company)Parent, which consent shall not be unreasonably withheld, delayed or conditionedconditioned (but which may be withheld for any reason with respect to clauses (a)-(f) below), (yiii) as contemplated or permitted required by this Agreement, Agreement or (ziv) as set forth in Section 6.1 of the Company Disclosure Schedule), prior during the period from the date hereof to the Effective Time neither or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1, the Company agrees that it shall not, nor shall it permit any of its Subsidiaries willCompany Subsidiary to:

Interim Operations of the Company. During the period from the date of this Agreement to the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section section 8.1 (the “Pre-Closing Period”) (except (w) as may be required by Law, (x) with the prior written consent of Parent (provided that Parent shall be deemed to have consented if Parent does not object within 72 hours after a written request for such consent is delivered to Parent by the Company)Parent, which consent shall not be unreasonably withheld, delayed or conditioned, (y) as contemplated or permitted by this Agreement, Agreement or (z) as set forth in the Company Disclosure ScheduleSchedules to this Agreement), the Company and Significant Shareholders covenant that the business of the Company and its Subsidiaries shall be conducted only in the Ordinary Course ordinary and usual course of Businessbusiness in all material respects consistent with past practice, and and, to the extent consistent therewith, the Company will and its Subsidiaries shall use commercially reasonable efforts to (i) preserve intact its their current business organization, keep available the services of its officers organization and employees and maintain its relations and goodwill (ii) preserve their relationships with its material suppliers, customers, landlords, creditors suppliers and others having material business relationships dealings with itthem; provided, however, that no action by the Company or any of its Subsidiaries with respect to matters addressed specifically by any provision of this section 6.1 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without limiting the generality of the foregoing, except (w1) as may be required by Law, (x2) with the prior written consent of Parent (provided that Parent shall be deemed to have consented if Parent does not object within 72 hours after a written request for such consent is delivered to Parent by the Company)Parent, which consent shall not be unreasonably withheld, delayed or conditioned, (y3) as contemplated or permitted by this Agreement, Agreement or (z4) as set forth in the Company Disclosure ScheduleSchedules to this Agreement, prior to the Effective Time Time, neither the Company nor any of its Subsidiaries will:

Interim Operations of the Company. During the period from the date of this Agreement hereof to the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 (the “Pre-Closing Period”) (except (wi) as may otherwise be required by in connection with applicable Law, (xii) with the prior written consent of Parent (provided that Parent shall be deemed to have consented if Parent does not object within 72 hours after a written request for such consent is delivered to Parent by the Company)Parent, which consent shall not be unreasonably withheld, delayed or conditioned, (yiii) as contemplated or permitted by this Agreement, (iv) as required by the Patent Purchase Agreement or contemplated by Section 6.7(c), (v) actions taken or not taken following a request by Parent pursuant to and in accordance with Section 6.15, pursuant to Section 6.15 or (zvi) as set forth in Section 6.1 of the Company Disclosure Schedule), the business Company shall and shall cause the Company Subsidiaries to conduct the Business only in the ordinary course of business, and, to the extent consistent therewith, the Company and its the Company Subsidiaries shall be conducted only in the Ordinary Course of Business, and the Company will use commercially reasonable efforts to preserve intact its their current business organization, keep available the services of its officers and employees Business organization and maintain its relations their relationships with customers, resellers, distributors, franchisees (and goodwill with its material other similar channel partners), suppliers, customersemployees, landlordslicensors, creditors licensees of the Business and others having material business relationships Business dealings with itthem. Without limiting the generality of the foregoing, foregoing (except (wi) as may otherwise be required by in connection with applicable Law, (xii) with the prior written consent of Parent (provided that Parent shall be deemed to have consented if Parent does not object within 72 hours after a written request for such consent is delivered to Parent by the Company)Parent, which consent shall not be unreasonably withheld, delayed or conditionedconditioned (except with respect to clauses (b), (yc), (d) and (e) below), (iii) as contemplated or permitted by this Agreement, (iv) as required by the Patent Purchase Agreement or contemplated by Section 6.7(c), (v) actions taken or not taken following a request by Parent pursuant to and in accordance with Section 6.15, pursuant to Section 6.15 or (zvi) as set forth in Section 6.1 of the Company Disclosure Schedule), prior during the period from the date hereof to the Effective Time neither or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1, the Company agrees that it shall not, nor shall it permit any of its Subsidiaries willCompany Subsidiary to:

Interim Operations of the Company. During the period from the date of this Agreement to the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 (the “Pre-Closing Period”) (except Except (w) as may be required by applicable Law, (x) with the prior written consent of Parent (provided that Parent shall be deemed to have consented if Parent does not object within 72 hours after a written request for such consent is delivered to Parent by the Company)Parent, which consent shall not be unreasonably withheld, delayed or conditioned, (y) as permitted or otherwise expressly contemplated or permitted by this Agreement, Agreement or (z) as set forth in Section 6.1 of the Company Disclosure Schedule), during the period from the date of this Agreement to the Effective Time, the business of the Company and its Subsidiaries shall be conducted only in the Ordinary Course ordinary course of Businessbusiness in all material respects consistent with past practice, and and, to the extent consistent therewith, the Company will and its Subsidiaries shall use commercially reasonable best efforts to (i) preserve intact its their current business organizationorganization and (ii) preserve their relationships with customers, keep available distributors, suppliers, employees and other business partners; provided, however, that no action by the services Company or any of its officers and employees and maintain its relations and goodwill Subsidiaries with its material suppliers, customers, landlords, creditors and others having material business relationships with itrespect to matters addressed specifically by any provision of this Section 6.1 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without limiting the generality of the foregoing, except (w) as may be required by Law, (x) with the prior written consent of Parent (provided that Parent shall be deemed to have consented if Parent does not object within 72 hours after a written request for such consent is delivered to Parent by the Company)Parent, which consent shall not be unreasonably withheld, delayed or conditioned, (y) as contemplated or permitted by this Agreement, Agreement or (z) as set forth in Section 6.1 of the Company Disclosure Schedule, prior during the period from the date of this Agreement to the Effective Time neither Time, the Company nor shall not, and shall not permit any of its Subsidiaries willto: