Common use of Interim Operations of the Company Clause in Contracts

Interim Operations of the Company. Except as expressly set forth in Section 5.1 of the Company Disclosure Schedule, as expressly required pursuant to this Agreement (including with respect to the consummation of the Contribution and the Spin-Off) or as agreed in writing by the Purchaser, from the date hereof until the earlier of (A) the valid termination of this Agreement in accordance with Article VIII hereto and (B) the time the designees of the Purchaser have been elected to, and shall constitute a majority of, the Company Board of Directors pursuant to Section 1.3 (the “Appointment Date”), the Company shall, and shall cause the Company Subsidiaries to, (i) conduct the ADS Business in the ordinary course consistent with past practice, (ii) use commercially reasonable efforts to preserve intact the ADS Business present business organizations, (iii) use commercially reasonable efforts to maintain satisfactory relations with and keep available the services of their current officers and other key employees who are employed in the ADS Business, (iv) maintain in effect all material foreign, federal, state and local licenses, approvals and authorizations relating to the ADS Business, the Acquired Assets or the Retained Liabilities, including all material licenses and permits that are required for the Company or any Company Subsidiary to carry on the ADS Business and (v) use commercially reasonable efforts to preserve existing relationships with material customers, lenders, suppliers, distributors and others having material ADS Business relationships with the Company and the Company Subsidiaries. Without limiting the generality of the foregoing, except as expressly set forth in Section 5.1 of the Company Disclosure Schedule, as expressly required pursuant to this Agreement (including with respect to the consummation of the Contribution and the Spin-Off) or as agreed in writing by the Purchaser, from the date hereof until the earlier of (x) the valid termination of this Agreement in accordance with Article VIII hereto and (y) the Appointment Date, the Company shall not, nor shall it permit any Company Subsidiary to, directly or indirectly:

Interim Operations of the Company. Except as expressly set forth in Section 5.1 of the Company Disclosure Schedule, as expressly required pursuant to this Agreement (including with respect to the consummation of the Contribution and the Spin-Off) or as agreed in writing by the PurchaserParent (which agreement shall not be unreasonably withheld or delayed), from the date hereof until the earlier of (A) the valid termination of this Agreement in accordance with Article VIII hereto and (B) the time the designees of the Purchaser Parent have been elected to, and shall constitute a majority of, the Company Board of Directors pursuant to Section 1.3 (the “Appointment Date”), the Company shall, and shall cause the Company Subsidiaries to, (i) conduct the ADS Business their businesses in all material respects in the ordinary course consistent with past practice, (ii) use commercially reasonable efforts to preserve intact the ADS Business their present business organizations, (iii) use commercially reasonable efforts to maintain satisfactory relations with and keep available the services of their current officers and other key employees who are employed in the ADS Businessemployees, (iv) maintain in effect all material foreign, federal, state and local licenses, approvals and authorizations relating to the ADS Business, the Acquired Assets or the Retained Liabilitiesauthorizations, including all material licenses and permits that are required for the Company or any Company Subsidiary to carry on the ADS Business its business and (v) use commercially reasonable efforts to preserve existing relationships with material customers, lenders, suppliers, distributors and others having material ADS Business business relationships with the Company and the Company Subsidiaries. Without limiting the generality of the foregoing, except as expressly set forth in Section 5.1 of the Company Disclosure Schedule, as expressly required pursuant to this Agreement (including with respect to the consummation of the Contribution and the Spin-Off) or as agreed in writing by the PurchaserParent (which agreement shall not be unreasonably withheld or delayed), from the date hereof until the earlier of (x) the valid termination of this Agreement in accordance with Article VIII hereto and (y) the Appointment Date, the Company shall not, nor shall it permit any Company Subsidiary to, directly or indirectly:

Interim Operations of the Company. Except as expressly set forth in Section 5.1 6.1 of the Company Disclosure Schedule, as expressly required pursuant to this Agreement (including with respect to the consummation of the Contribution and the Spin-Off) or as agreed in writing by the PurchaserParent, from the date hereof until the earlier of (A) the valid termination of this Agreement in accordance with Article VIII IX hereto and (B) the time the designees of the Purchaser have been elected to, and shall constitute a majority of, the Company Board of Directors pursuant to Section 1.3 (the “Appointment Date”)Effective Time, the Company shall, and shall cause the Company Subsidiaries to, (i) conduct the ADS Business their businesses in all material respects in the ordinary course consistent with past practice, (ii) use commercially reasonable efforts to preserve intact the ADS Business their present business organizations, (iii) use commercially reasonable efforts to maintain satisfactory relations with and keep available the services of their current officers and other key employees who are employed in the ADS Businessemployees, (iv) maintain in effect all material foreign, federal, state and local licenses, approvals and authorizations relating to the ADS Business, the Acquired Assets or the Retained Liabilitiesauthorizations, including all material licenses and permits that are required for the Company or any Company Subsidiary to carry on the ADS Business and its business, (v) use commercially reasonable efforts to preserve existing relationships and goodwill with material Governmental Entities, customers, lenders, suppliers, distributors distributors, lessors, employees, business associates, alliance team members and joint venture partners and others having material ADS Business business relationships with the Company and the Company SubsidiariesSubsidiaries and (vi) refrain from knowingly taking or permitting any Company Subsidiary to take any action the result of which would or would reasonably be expected to result in any of the closing conditions set forth in Article VIII hereof not being satisfied. Without limiting the generality of the foregoing, except as expressly set forth in Section 5.1 6.1 of the Company Disclosure Schedule, as expressly required pursuant to this Agreement (including with respect to the consummation of the Contribution and the Spin-Off) or as agreed in writing by the PurchaserParent, from the date hereof until the earlier of (x) the valid termination of this Agreement in accordance with Article VIII IX hereto and (y) the Appointment Effective Date, the Company shall not, nor shall it permit any Company Subsidiary to, directly or indirectly:

Interim Operations of the Company. Except (a) The Company covenants and agrees as expressly to itself and its Subsidiaries that, after the date of this Agreement and prior to the Effective Time (unless Sponsor shall otherwise approve in writing (such approval not to be unreasonably withheld, delayed or conditioned), and except (1) as set forth in on Section 5.1 6.1(a) of the Company Disclosure ScheduleLetter, (2) as expressly required pursuant to this Agreement provided in the Settlement Agreement, (including 3) with respect to the consummation of the Contribution and the Spin-OffExcluded Assets or (4) as otherwise expressly permitted by this Agreement or as agreed in writing required by the Purchaser, from the date hereof until the earlier of (A) the valid termination of this Agreement in accordance with Article VIII hereto and (B) the time the designees of the Purchaser have been elected to, and shall constitute a majority of, the Company Board of Directors pursuant to Section 1.3 (the “Appointment Date”applicable Laws), the Company shall, business of it and its Subsidiaries shall cause the Company Subsidiaries to, (i) conduct the ADS Business be conducted in all material respects in the ordinary course of business and, to the extent consistent with past practicethe foregoing, (ii) it and its Subsidiaries shall use their respective commercially reasonable efforts to preserve their business organizations substantially intact the ADS Business present business organizations, (iii) use commercially reasonable efforts to and maintain existing or satisfactory relations with Governmental Entities and customers, suppliers, service providers, creditors, tax equity partners and lessors having significant business dealings with them, and keep available the services of their current officers its and other its Subsidiaries’ key employees who are employed in the ADS Businessemployees; provided, (iv) maintain in effect all material foreignhowever, federal, state and local licenses, approvals and authorizations relating to the ADS Business, the Acquired Assets or the Retained Liabilities, including all material licenses and permits that are required for no action taken by the Company or its Subsidiaries with respect to any Company Subsidiary to carry on the ADS Business and matter specifically addressed by any of clauses (vi) use commercially reasonable efforts to preserve existing relationships with material customers, lenders, suppliers, distributors and others having material ADS Business relationships with the Company and the Company Subsidiariesthrough (xxi) of this Section 6.1(a) shall be deemed a breach of this sentence unless such action would constitute a breach of such other clause. Without limiting the generality of of, and in furtherance of, the foregoing, from the date of this Agreement until the Effective Time, except (A) as otherwise expressly permitted by this Agreement, (B) as Sponsor may approve in writing (such approval not to be unreasonably withheld, delayed or conditioned), (C) as set forth in Section 5.1 6.1(a) of the Company Disclosure ScheduleLetter, or (D) as expressly required pursuant to this provided in the Settlement Agreement (including with respect to in the consummation of the Contribution and the Spin-Off) or as agreed in writing by the Purchaser, from form executed on the date hereof until and any amendment thereto entered into with the earlier written consent of (x) the valid termination of this Agreement in accordance with Article VIII hereto and (y) the Appointment DateSponsor, the Company shall not, nor shall it will not and will not permit any Company Subsidiary its Subsidiaries to, directly or indirectly:

Interim Operations of the Company. Except During the period from the date of this Agreement through the Closing or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 (the “Pre-Closing Period”), except (u) as expressly may be required by Law, (w) with the prior written consent of Parent, (x) as required or specifically contemplated by this Agreement, (y) as set forth in Section 5.1 6.1 of the Company Disclosure Schedule, as expressly required pursuant to this Agreement Schedule or (including z) with respect to actions or omissions taken by or at the consummation direction of the Contribution and the Spin-Off) Parent, Sub or as agreed in writing by the Purchaser, from the date hereof until the earlier of (A) the valid termination of this Agreement in accordance with Article VIII hereto and (B) the time the designees of the Purchaser have been elected to, and shall constitute a majority of, the Company Board of Directors pursuant to Section 1.3 (the “Appointment Date”), the Company shall, and shall cause the Company Subsidiaries to, any Designated Family Member: (i) conduct the ADS Business Company shall ensure that the business and operations of the Acquired Corporations shall be conducted in the ordinary course consistent of business and in accordance with past practicepractices, and in compliance with all applicable Law and the requirements of all Company Material Contracts (including, without limitation, the Existing Credit Agreement, and all Loan Documents (as defined therein); and (ii) the Company shall use commercially reasonable efforts to preserve ensure that each of the Acquired Corporations (A) preserves intact the ADS Business present its current business organizationsorganization, (iiiB) use commercially reasonable efforts to maintain satisfactory relations preserves its existing relationships and goodwill with all customers, suppliers and keep others having significant business dealings with it and with all Governmental Entities, (C) keeps available the services of their its current officers and other key employees who are employed in the ADS Business, (iv) maintain in effect all material foreign, federal, state and local licenses, approvals and authorizations relating to the ADS Business, the Acquired Assets or the Retained Liabilities, including all material licenses and permits that are required for the Company or any Company Subsidiary to carry on the ADS Business and (v) use commercially reasonable efforts to preserve existing relationships with material customers, lenders, suppliers, distributors and others having material ADS Business relationships with the Company and the Company Subsidiariesemployees. Without limiting the generality of the foregoing, except (u) as expressly may be required by Law, (w) with the prior written consent of Parent (which consent, solely with respect to clauses (h) and (l) of this Section 6.1, shall not be unreasonably delayed, conditioned or withheld), (x) as required or specifically contemplated by this Agreement, (y) as set forth in Section 5.1 6.1 of the Company Disclosure Schedule, as expressly required pursuant to this Agreement Schedule or (including z) with respect to actions or omissions taken by or at the consummation direction of Parent, Sub or any Designated Family Member, including in such person’s capacity as a director, officer or employee of any of the Contribution and Acquired Corporations, during the SpinPre-Off) or as agreed in writing by the PurchaserClosing Period, from the date hereof until the earlier of (x) the valid termination of this Agreement in accordance with Article VIII hereto and (y) the Appointment Date, neither the Company shall not, nor shall it permit any Company Subsidiary to, directly or indirectlyof its Subsidiaries will:

Interim Operations of the Company. Except as expressly (i) set forth in Section 5.1 6.01 of the Company Disclosure ScheduleLetter, as expressly (ii) required by Applicable Law, (iii) required pursuant to or expressly authorized by this Agreement Agreement, (including with respect iv) contemplated by the Company’s 2017 Annual Operating Budget referred to the consummation in Section 6.01(iv) of the Contribution and Company Disclosure Letter (the Spin-Off“2017 Budget”) previously made available to Parent or as (v) agreed in writing by the PurchaserParent (which agreement shall not be unreasonably withheld, conditioned or delayed), from the date hereof until the earlier of (A) the valid termination of this Agreement in accordance with Article VIII hereto 10 and (B) the time the designees of the Purchaser have been elected to, and shall constitute a majority of, the Company Board of Directors pursuant to Section 1.3 (the “Appointment Date”)Effective Time, the Company shall, and shall cause the Company each of its Subsidiaries to, (ia) conduct the ADS Business their businesses in all material respects in the ordinary course consistent with past practice, (iib) use commercially reasonable efforts to preserve intact the ADS Business their present business organizations, (iiic) use commercially reasonable efforts to maintain satisfactory relations with and keep available the services of their current officers and other key employees who are employed in the ADS Business, (iv) maintain in effect all material foreign, federal, state and local licenses, approvals and authorizations relating to the ADS Business, the Acquired Assets or the Retained Liabilities, including all material licenses and permits that are required for the Company or any Company Subsidiary to carry on the ADS Business and (vd) use commercially reasonable efforts to preserve existing relationships with material customers, lenders, suppliers, distributors and others having material ADS Business business relationships with the Company and its Subsidiaries, in the Company Subsidiariescase of clauses (b), (c) and (d) above in all material respects in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, except as expressly set forth in Section 5.1 6.01 of the Company Disclosure ScheduleLetter, as expressly required by Applicable Law, as required pursuant to or expressly authorized by this Agreement (including with respect to the consummation of the Contribution and the Spin-Off) Agreement, or as agreed in writing by the PurchaserParent (which agreement shall not be unreasonably withheld, conditioned or delayed), from the date hereof until the earlier of (x) the valid termination of this Agreement in accordance with Article VIII hereto 10 and (y) the Appointment DateEffective Time, the Company shall not, nor shall it permit any Subsidiary of the Company Subsidiary to, directly or indirectly:

Interim Operations of the Company. Except as expressly set forth in Section 5.1 of (a) During the Company Disclosure Schedule, as expressly required pursuant to this Agreement (including with respect to the consummation of the Contribution and the Spin-Off) or as agreed in writing by the Purchaser, period from the date hereof until the earlier Effective Time (except (a) as may otherwise be required in connection with applicable Law, (b) with the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned, (Ac) the valid termination of as contemplated or permitted by this Agreement or (d) as set forth in accordance with Article VIII hereto and (B) the time the designees of the Purchaser have been elected to, and shall constitute a majority of, the Company Board of Directors pursuant to Section 1.3 (the “Appointment Date”Disclosure Schedule), the Company shall, and shall cause the Company its Subsidiaries to, (i) conduct the ADS Business their respective businesses and operations in the ordinary course consistent with past practice, (ii) use commercially reasonable efforts to preserve intact the ADS Business present their current business organizationsorganization and maintain their relationships with employees, customers, suppliers and others having business dealings with them and (iii) use commercially reasonable efforts to maintain satisfactory relations with and keep available the services of their current officers and other key employees who are employed in the ADS Business, (iv) maintain in effect all material foreign, federal, state and local licenses, approvals and authorizations relating to the ADS Business, the Acquired Assets or the Retained Liabilities, including all material licenses and permits that are required for the Company or any Company Subsidiary to carry on the ADS Business and (v) use commercially reasonable efforts to preserve existing relationships with material customers, lenders, suppliers, distributors and others having material ADS Business relationships with the Company and the Company SubsidiariesPermits. Without limiting the generality of the foregoing, except as expressly set forth in Section 5.1 of during the Company Disclosure Schedule, as expressly required pursuant to this Agreement (including with respect to the consummation of the Contribution and the Spin-Off) or as agreed in writing by the Purchaser, period from the date hereof until the earlier Effective Time (except (a) as may otherwise be required in connection with applicable Law, (b) with the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned, (xc) the valid termination of as contemplated or permitted by this Agreement or (d) as set forth in accordance with Article VIII hereto and (y) the Appointment DateDisclosure Schedule), the Company shall not, nor and shall it permit any Company Subsidiary cause its Subsidiaries not to, directly (a) declare, set aside or indirectly:pay any dividends on, or make any other distributions in respect of, any of its capital stock, other than dividends and distributions by a direct or indirect wholly owned Subsidiary of the Company, (b) split, combine or reclassify any of its capital stock, (c) issue, deliver, sell, grant, pledge or otherwise encumber any shares of its capital stock or rights to acquire the same, (d) amend, authorize or propose to amend its articles of incorporation or by-laws, (e) acquire or agree to acquire any substantial portion of the assets of, or any equity interest in, any business or entity or any assets that are material, individually or in the aggregate, to the Company and Subsidiaries, taken as a whole, (f) other than in the ordinary course of business or as may be required by applicable Law or by Contract, grant to any employee, officer or director of the Company or any Subsidiary any increase in compensation, (g) grant or increase any severance or termination pay, enter into any employment, consulting, severance or termination agreement with any such employee, officer or director, or enter into or amend in any material respect any collective bargaining agreement or Benefit Plan, and (h) other than in the ordinary course of business, and other than in connection with the Financing, incur, create, assume or otherwise become liable for, or repay or prepay, any indebtedness for borrowed money, or guarantee any such indebtedness of any third party.

Interim Operations of the Company. Except (a) During the period from the Agreement Date to the Share Acceptance Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 (except (i) as expressly may be required by Law, (ii) with the prior written consent of the Parent, (iii) as contemplated or permitted by this Agreement or (iv) as set forth in Section 5.1 of the Company Disclosure Schedule, as expressly required pursuant to this Agreement (including with respect to the consummation of the Contribution and the Spin-Off) or as agreed in writing by the Purchaser, from the date hereof until the earlier of (A) the valid termination of this Agreement in accordance with Article VIII hereto and (B) the time the designees of the Purchaser have been elected to, and shall constitute a majority of, the Company Board of Directors pursuant to Section 1.3 (the “Appointment Date”), the Company shall, and shall cause business of the Company Subsidiaries to, (i) conduct the ADS Business and its Subsidiary shall be conducted only in the ordinary and usual course of business in all material respects consistent with past practice, (ii) and, to the extent consistent therewith, the Company and its Subsidiary shall use commercially reasonable best efforts to (1) preserve intact the ADS Business present their current business organizationsorganization, (iii2) use commercially reasonable efforts to maintain satisfactory relations their relationships with customers, suppliers and other having business dealings with them, (3) preserve intact and keep available the services of their current officers and other key present employees who are employed in the ADS Business, (iv) maintain in effect all material foreign, federal, state and local licenses, approvals and authorizations relating to the ADS Business, the Acquired Assets or the Retained Liabilities, including all material licenses and permits that are required for of the Company or any Company Subsidiary its Subsidiary, (4) keep in effect casualty, product liability, workers’ compensation and other insurance policies in coverage amounts substantially similar to carry on those in effect at the ADS Business date of this Agreement, and (v5) use commercially reasonable efforts to preserve existing relationships with material customers, lenders, suppliers, distributors and others having material ADS Business relationships with protect the Intellectual Property owned by the Company and its Subsidiary; provided, however, that no action by the Company Subsidiariesor its Subsidiary with respect to matters addressed specifically by any provision of this Section 6.1(a) shall be a 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 expressly may be required by Law, (B) with the prior written consent of the Parent, which consent shall not be unreasonably withheld, delayed or conditioned or (C) as set forth in Section 5.1 of the Company Disclosure Schedule, as expressly required prior to the time when, pursuant to this Agreement (including with respect to Section 1.3(a), the consummation Parent’s designees for director constitute the majority of the Contribution and the Spin-Off) or as agreed in writing by the Purchaser, from the date hereof until the earlier of (x) the valid termination of this Agreement in accordance with Article VIII hereto and (y) the Appointment DateCompany Board, the Company shall not, nor and shall it not permit any Company its Subsidiary to, directly or indirectlydo any of the following:

Interim Operations of the Company. Except as expressly set forth in Section 5.1 4.1 of the Company Disclosure Schedule, as expressly required pursuant the Company agrees that, prior to this Agreement (including with respect to the consummation of the Contribution and the Spin-Off) or as agreed in writing by the Purchaser, from the date hereof until the earlier of (A) the valid termination of Effective Time and the date, if any, on which this Agreement in accordance with Article VIII hereto and (B) the time the designees of the Purchaser have been elected to, and shall constitute a majority of, the Company Board of Directors is earlier terminated pursuant to Section 1.3 6.1 (the “Appointment Termination Date”), except (i) to the extent Parent or Merger Sub shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) as contemplated or permitted by this Agreement, or (iii) as may be required by any Legal Requirement, the Company shall, and shall cause the Company all of its Subsidiaries to, (ia) conduct the ADS Business business of the Company and its Subsidiaries, in all material respects, only in, and such entities shall not take any action except in, the ordinary course of business, consistent with past practice, ; (iib) use commercially reasonable efforts to preserve intact the ADS Business their present business organizationsorganizations and goodwill, (iiic) use commercially reasonable efforts to maintain satisfactory relations with relationships with, and keep available the services of of, their current present officers and other key employees who are employed in the ADS Businessemployees, (iv) maintain in effect all material foreign, federal, state and local licenses, approvals and authorizations relating to the ADS Business, the Acquired Assets or the Retained Liabilities, including all material licenses and permits that are required for the Company or any Company Subsidiary to carry on the ADS Business and (vd) use commercially reasonable efforts to preserve existing relationships with material customers, lenders, suppliers, distributors and others having material ADS Business business relationships with the Company and its Subsidiaries, in the Company Subsidiariescase of clauses (b), (c) and (d) above, in all material respects in the ordinary course of business consistent with past practice. Without limiting the generality of Consistent with the foregoing, except as expressly set forth in Section 5.1 the Company agrees with Parent, on behalf of itself and its Subsidiaries, that between the date hereof and the earlier of the Company Disclosure ScheduleEffective Time and the Termination Date, and except (A) to the extent Parent or Merger Sub shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (B) as expressly required pursuant to by this Agreement Agreement, or (including with respect to the consummation of the Contribution and the Spin-OffC) or as agreed in writing may be required by the Purchaser, from the date hereof until the earlier of (x) the valid termination of this Agreement in accordance with Article VIII hereto and (y) the Appointment Dateany Legal Requirement, the Company shall not, nor and shall it not permit any Subsidiary of the Company Subsidiary to, directly or indirectlydo any of the following:

Interim Operations of the Company. Except (a) During the period from the Agreement Date to the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1 (except (i) as expressly set forth in Section 5.1 may be required by Law, (ii) with the prior written consent of the Company Disclosure ScheduleParent, which consent shall not be unreasonably withheld, delayed or conditioned, (iii) as expressly required pursuant to contemplated or permitted by this Agreement (including with respect to the consummation any Fiagon Action), (iv) as reasonably necessary in light of the Contribution then-current operating conditions and the Spin-Off) or developments as agreed in writing by the Purchaser, from the date hereof until the earlier a result of COVID-19 (A) the valid termination of this Agreement in accordance with Article VIII hereto and (B) the time the designees of the Purchaser have been elected to, and shall constitute a majority of, provided that prior to taking any actions that the Company Board of Directors pursuant intends to Section 1.3 take in reliance on this clause (the “Appointment Date”iv), the Company shall, will use commercially reasonable efforts to provide advance notice to and shall cause consult with Parent prior to taking such actions) or (v) as set forth in the Company Disclosure Schedule), the business of the Company and its Subsidiaries to, (i) conduct the ADS Business shall be conducted only in the ordinary and usual course of business in all material respects consistent with past practice, (ii) and the Company and its Subsidiaries shall use commercially reasonable best efforts to (1) preserve intact the ADS Business present their current business organizationsorganization, (iii2) use commercially reasonable efforts maintain their relationships with customers, suppliers and others having business dealings with them, (3) subject to maintain satisfactory relations with applicable Law (including Antitrust Laws), and provided that any such notice may be made on an outside counsel only basis if appropriate, notify 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) after 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 their current officers present employees of the Company and its Subsidiaries, (5) keep in effect casualty, product liability, workers’ compensation and other key employees who are employed insurance policies in coverage amounts substantially similar to those in effect at the ADS BusinessAgreement Date, (iv6) maintain preserve and protect the Intellectual Property owned by the Company and its Subsidiaries and (7) operate in effect all material foreigncompliance with the operating plan set forth in Section 5.1(a) of the Company Disclosure Schedule; provided, federalhowever, state and local licensesthat notwithstanding the foregoing, approvals and authorizations relating to the ADS Business, the Acquired Assets or the Retained Liabilities, including all material licenses and permits that are required for no action by the Company or any Company Subsidiary of its Subsidiaries with respect to carry on the ADS Business and matters addressed specifically by clauses (vi) use commercially reasonable efforts to preserve existing relationships with material customers, lenders, suppliers, distributors and others having material ADS Business relationships with the Company and the Company Subsidiaries– (xvii) of this Section 5.1(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 (A) as expressly set forth in Section 5.1 may be required by Law, (B) with the prior written consent of the Company Disclosure ScheduleParent, which consent shall not be unreasonably withheld, delayed or conditioned, (C) as expressly required pursuant to contemplated or permitted by this Agreement (including with respect to the consummation any Fiagon Action), (D) for actions that are reasonably necessary in light of the Contribution then-current operating conditions and developments as a result of COVID-19 (provided that prior to taking any actions that the Spin-OffCompany intends to take in reliance on this clause (D), the Company will use commercially reasonable efforts to provide advance notice to and consult with Parent prior to taking such actions); or (E) or as agreed set forth in writing by Section 5.1(a) of the PurchaserCompany Disclosure Schedule, from prior to the date hereof until the earlier of (x) the valid termination of this Agreement in accordance with Article VIII hereto and (y) the Appointment DateEffective Time, the Company shall not, nor and shall it not permit any Company Subsidiary of its Subsidiaries to, directly or indirectlydo any of the following:

Interim Operations of the Company. Except (a) Prior to the Effective Time, except as expressly set forth in Section 5.1 5.2 of the Company Disclosure Schedule, as expressly required pursuant to this Agreement (including with respect to the consummation of the Contribution and the Spin-Off) Schedule or as agreed contemplated by any other provision of this Agreement, unless Parent has consented in writing by the Purchaser, from the date hereof until the earlier of (A) the valid termination of this Agreement in accordance with Article VIII hereto and (B) the time the designees of the Purchaser have been elected to, and shall constitute a majority ofthereto, the Company Board of Directors pursuant to Section 1.3 Company: (the “Appointment Date”), the Company i) shall, and shall cause Company Subsidiary to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; (ii) shall use its reasonable efforts to preserve intact its business organizations and goodwill, keep available the services of its officers and employees and maintain satisfactory relationships with those persons having business relationships with them; (iii) shall not amend its Certificate of Incorporation or Bylaws or the charter documents of Company Subsidiary; (iv) shall promptly notify Parent of (A) any material adverse change in its condition (financial or otherwise), business, properties, assets, liabilities or the normal course of its business or of its properties, (B) any material litigation or, to the extent known to the Company, any material governmental complaints, investigations or hearings against or otherwise involving the Company Subsidiaries toor Company Subsidiary (or communications indicating that the same may be contemplated), or (iC) conduct the ADS Business breach of any Company representation or warranty contained herein; (v) shall promptly deliver to Parent true and correct copies of any report, statement or schedule filed by the Company with the Commission subsequent to the date of this Agreement; (vi) shall not enter into or amend any employment, severance or similar agreements or arrangements with any of its or Company Subsidiary's directors or executive officers, except (A) in the ordinary course of business consistent with past practice, or (iiB) use commercially reasonable efforts to preserve intact the ADS Business present business organizations, as otherwise provided in this Agreement; (iiivii) use commercially reasonable efforts to maintain satisfactory relations with and keep available the services of their current officers and other key employees who are employed in the ADS Business, (iv) maintain in effect all material foreign, federal, state and local licenses, approvals and authorizations relating to the ADS Business, the Acquired Assets or the Retained Liabilities, including all material licenses and permits that are required for the Company or any Company Subsidiary to carry on the ADS Business and (v) use commercially reasonable efforts to preserve existing relationships with material customers, lenders, suppliers, distributors and others having material ADS Business relationships with the Company and the Company Subsidiaries. Without limiting the generality of the foregoing, except as expressly set forth in Section 5.1 of the Company Disclosure Schedule, as expressly required pursuant to this Agreement (including with respect to the consummation of the Contribution and the Spin-Off) or as agreed in writing by the Purchaser, from the date hereof until the earlier of (x) the valid termination of this Agreement in accordance with Article VIII hereto and (y) the Appointment Date, the Company shall not, nor and shall it not permit any Company Subsidiary to, directly authorize, propose or indirectly:announce an intention to authorize or propose, or enter into negotiations or an agreement with respect to any acquisition of assets or securities, any disposition of assets or securities or any release or relinquishment of any contract rights, which acquisitions, dispositions, releases or relinquishments would be outside the ordinary course of business and would involve aggregate consideration in excess of $500,000; (viii) shall not issue any shares of capital stock or securities, except upon exercise of Company Options outstanding as of the date hereof, or effect any stock split or otherwise change its capitalization; (ix) shall not grant, confer or award any options, appreciation rights, warrants, conversion rights, restricted stock, stock units, performance shares or other rights, not existing on the date hereof, with respect to any shares of its capital stock or other securities of the Company; (x) shall not take any actions which would, or would be reasonably likely to, prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code; (xi) shall not take any actions which would, or would be reasonably likely to, prevent the Merger from qualifying as a transaction to be accounted for as a pooling of interests in accordance with XXX Xx. 00; (xii) except as required by applicable law (in which case prompt notice shall be given by the Company to Parent), shall not amend in any material respect the terms of the Company Benefit Plans, including without limitation any employment, severance or similar agreements or arrangements in existence on the date hereof, or adopt any new employee benefit plans, programs or arrangements or any employment, severance or similar agreements or arrangements;

Interim Operations of the Company. Except as expressly set forth in Section 5.1 of the Company Disclosure Schedule, as expressly required pursuant to this Agreement (including with respect to the consummation of the Contribution and the Spin-Off) provided herein or as agreed consented to in writing by the PurchaserBuyer, from and after the date hereof of this Agreement until the earlier of (A) the valid termination of this Agreement in accordance with Article VIII hereto and (B) its terms or the time the designees of the Purchaser have been elected to, and shall constitute a majority of, the Company Board of Directors pursuant to Section 1.3 (the “Appointment Date”)Closing, the Company shall, and shall cause each of the Company Subsidiaries to, (i) conduct the ADS Business act and carry on its business in the ordinary course of business consistent with the past customs and practices of the Company and the Company Subsidiaries (including past practice with respect to quantity, amount, magnitude and frequency, standard employment and payroll policies and past practice with respect to management of working capital), and use commercially reasonable efforts, consistent with past practicepractices, (ii) use commercially reasonable efforts to preserve intact the ADS Business present business organizations, (iii) use commercially reasonable efforts to maintain satisfactory relations and preserve its and each Company Subsidiary's business organization, assets and properties, continue funding the operations and capital expenditures of the Company and the Company Subsidiaries in accordance with and the cumulative capital expenditures schedule attached as Exhibit F hereto (with an appropriate proportional adjustment for the month in which the Closing takes place reflecting (on a straight-line basis) the number of days in such month prior to Closing), keep available the services of their current its present officers and other key employees who are employed in the ADS Business, (iv) maintain in effect all material foreign, federal, state and local licenses, approvals and authorizations relating to the ADS Business, the Acquired Assets or the Retained Liabilities, including all material licenses and permits that are required for the Company or any Company Subsidiary to carry on the ADS Business and (v) use commercially reasonable efforts to preserve existing its business relationships with material customers, lenders, suppliers, distributors suppliers and others having material ADS Business relationships business dealings with it; provided, that, the Company shall be permitted to consummate the C-B Closing (as defined in Section 2.7) in accordance with the Company C-B Agreement (as in effect on September 29, 2003) (provided that the C-B Agreement shall not be amended, and no provision thereof waived, without the Company Subsidiariesprior written consent of the Buyer (not to be unreasonably withheld). Without limiting the generality of the foregoing, except as expressly set forth in Section 5.1 6.1 of the Company Disclosure Schedule, as expressly required pursuant to from and after the date of this Agreement (including with respect to the consummation of the Contribution and the Spin-Off) or as agreed in writing by the Purchaser, from the date hereof until the earlier of (x) the valid termination of this Agreement in accordance with Article VIII hereto and (y) its terms or the Appointment DateClosing, the Company shall not, nor and shall it not permit any of the Company Subsidiary Subsidiaries to, directly or indirectly:, do any of the following without the prior written consent of the Buyer: (i) amend its Certificate of Incorporation or By-laws or similar organizational documents; (ii) split, combine or reclassify any of its capital stock; (iii) issue, sell, pledge, dispose of or encumber any additional shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire any shares of, capital stock of any class of the Company or any Company Subsidiary (provided, that, the Company shall be permitted to issue shares of Common Stock upon (1) the exercise of options outstanding under the Option Plan as of the date hereof and (2) the exercise of any Warrants, and provided further that upon any such exercise and issuance the parties shall promptly amend Section 4.2(a) of the Disclosure Schedule to reflect the issuance of such shares and the elimination of such options or Warrants, as applicable); (iv) redeem, purchase or otherwise acquire any outstanding shares of capital stock of the Company or any Company Subsidiary, other than pursuant to the terms of the Option Plan, any option agreement thereunder or any employment or similar agreement; (v) declare or pay any cash dividend or make any other cash distribution to stockholders of the Company, other than cash dividends paid from and after the date of this Agreement to the Closing Date in an aggregate amount not to exceed the Maximum Cash Amount set forth opposite the week in which the Closing occurs on Exhibit D; provided, however, that any excess of the Minimum Cash Amount set forth opposite the week in which the Closing occurs over the aggregate amount of cash dividends paid from and after the date of this Agreement to the Closing Date shall be the "Cash Shortfall" for purposes of Section 2.6(b); (vi) permit to occur any transaction with, or for the benefit of, any Stockholder or any affiliate of any Stockholder (other than (1) payments of wages and salaries made to officers, directors and employees in the ordinary course of business, (2) ordinary course payments under the Management Agreement as in effect on the date hereof and (3) regularly scheduled mandatory interest payments on the 11-5/8% Notes and the 11% CBI Notes); (vii) permit to occur any increase in the compensation payable or paid, whether conditionally or otherwise, to, or any amendment, modification or waiver of any provision of, or supplement to, in any employment, management or similar agreement with, (1) any employee, consultant or agent other than in the ordinary course of business or (2) any director or officer or any Stockholder or any affiliate of any Stockholder (provided, that, the Company shall be permitted to establish the Success Bonus Plan, all amounts owing under which shall be paid and which shall be terminated at the Closing as contemplated by Sections 2.4(a) and 7.2(p)); or (viii) agree in writing to take any of the foregoing actions.

Interim Operations of the Company. Except During the period from the date of this Agreement to the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 8.1, except (i) as expressly may be required by Law, (ii) with the prior written consent of Parent, which consent, in the case of clauses (g), (j), (l), (s), (u) and (v) (to the extent related to any of the foregoing clauses) below, shall not be unreasonably withheld, delayed or conditioned, (iii) as contemplated or permitted by this Agreement or the Ancillary Agreements, (iv) as required by the GALAC Purchase Agreement or (v) as set forth in Section 5.1 6.1 of the Company Disclosure Schedule, as expressly required pursuant to this Agreement (including with respect to the consummation of the Contribution and the Spin-Off) or as agreed in writing by the Purchaser, from the date hereof until the earlier of (A) the valid termination of this Agreement in accordance with Article VIII hereto and (B) the time the designees of the Purchaser have been elected to, and shall constitute a majority of, the Company Board of Directors pursuant to Section 1.3 (the “Appointment Date”)Letter, the Company shall, and shall cause the Company each of its Subsidiaries to, (i) conduct the ADS Business carry on its business in the ordinary course consistent with past practice, (ii) Ordinary Course of Business and use commercially reasonable best efforts to preserve intact the ADS Business present its business organizationsorganization, (iii) use commercially reasonable efforts to maintain satisfactory relations with and keep available the services of their its current officers and other key employees who are employed in the ADS Businessemployees, (iv) maintain in effect all material foreign, federal, state and local licenses, approvals and authorizations relating to the ADS Business, the Acquired Assets or the Retained Liabilities, including all material licenses and permits required to carry on their respective businesses, maintain in effect any exemptive orders or exemptive relief that they have received from the SEC and that are required for currently in effect and preserve their material business relationships; provided, however, that no action by the Company or any Company Subsidiary of its Subsidiaries with respect to carry on the ADS Business and (v) use commercially reasonable efforts to preserve existing relationships with material customers, lenders, suppliers, distributors and others having material ADS Business relationships with the Company and the Company Subsidiariesmatters 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, during the period from the date of this Agreement to the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 8.1, except (i) as expressly may be required by Law, (ii) with the prior written consent of Parent, which consent, in the case of clauses (g), (j), (l), (s), (u) and (v) (to the extent related to any of the foregoing clauses) below, shall not be unreasonably withheld, delayed or conditioned, (iii) as required, contemplated or permitted by this Agreement or the Ancillary Agreements or (iv) as set forth in Section 5.1 6.1 of the Company Disclosure Schedule, as expressly required pursuant to this Agreement (including with respect to the consummation of the Contribution and the Spin-Off) or as agreed in writing by the Purchaser, from the date hereof until the earlier of (x) the valid termination of this Agreement in accordance with Article VIII hereto and (y) the Appointment DateLetter, the Company shall not, nor and shall it not permit any Company Subsidiary of its Subsidiaries to, directly or indirectly:

Interim Operations of the Company. Except as expressly set forth in Section 5.1 of the Company Disclosure Schedule, as expressly required pursuant to this Agreement (including with respect to the consummation of the Contribution and the Spin-Off) or as agreed in writing by the Purchaser, from From the date hereof until the Closing or the earlier of (A) the valid termination of this Agreement in accordance with Article VIII hereto and (B) the time the designees Agreement, except as set forth on Section 7.1 of the Purchaser have been elected toCompany Disclosure Letter or as required or contemplated by this Agreement or as required by applicable Law, and shall constitute a majority ofunless Parent has previously consented thereto (which consent will not be unreasonably withheld, the Company Board of Directors pursuant to Section 1.3 (the “Appointment Date”conditioned or delayed), the Company shall, and shall cause the Company its Subsidiaries to, (i) conduct the ADS Business its business and operations in all material respects in the ordinary course of business consistent with past practicepractice (including, for the avoidance of doubt, recent past practice in light of COVID-19; provided, that any commercially reasonable action taken, or omitted to be taken, in each case, in good faith, that relates to, or arises out of, COVID-19 shall be deemed to be in the ordinary course of business), (ii) maintain and preserve substantially intact its business organization, and assets and properties in their current condition (ordinary wear and tear excepted) and use commercially reasonable efforts to preserve intact the ADS Business present business organizations, (iii) use commercially reasonable efforts to maintain satisfactory relations with and keep available the services of their current officers its employees and other key employees who are employed in the ADS Business, (iv) maintain in effect all material foreign, federal, state and local licenses, approvals and authorizations relating to the ADS Business, the Acquired Assets or the Retained Liabilities, including all material licenses and permits that are required for the Company or any Company Subsidiary to carry on the ADS Business and (v) use commercially reasonable efforts to preserve existing the goodwill and present relationships (contractual or otherwise) with material all customers, lenders, suppliers, distributors resellers, retailers, distributors, employees, licensors, Governmental Authorities and others having material ADS Business relationships significant business dealings with the Company Company, and (iii) comply in all material respects with applicable Law. Notwithstanding anything to the contrary contained herein, nothing herein shall prevent the Company Subsidiariesfrom taking or failing to take any commercially reasonable action in good faith, including the establishment of any commercially reasonable policy, procedure or protocol, in response to COVID-19 or any COVID-19 Measures so long as, in each instance, prior to taking any such action that would otherwise violate this Section 7.1, the Company, to the extent reasonably practicable under the circumstances, provides Parent with advance notice of such anticipated action and consults with Parent in good faith with respect to such action; provided, that (x) no such actions or failures to take such actions shall be deemed to violate or breach this Section 7.1 in any respect and (y) all such actions or failures to take such actions shall be deemed to constitute actions taken in the ordinary course of business. Without limiting the generality of the foregoing, and as an extension thereof, except as expressly required by applicable Law, as set forth in on Section 5.1 7.1 of the Company Disclosure Schedule, Letter or as expressly required pursuant to or contemplated by this Agreement Agreement, or otherwise with the prior written consent of Parent (including with respect to the consummation of the Contribution and the Spin-Off) which consent will not be unreasonably withheld, conditioned or as agreed in writing by the Purchaser, from the date hereof until the earlier of (x) the valid termination of this Agreement in accordance with Article VIII hereto and (y) the Appointment Datedelayed), the Company shall not, nor and shall it not permit any Company Subsidiary of its Subsidiaries to, directly or indirectlybetween the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement:

Interim Operations of the Company. Except The Company covenants and agrees that, between the date of this Agreement and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, except (i) as expressly may be required by Law, (ii) as may be agreed to in writing by Parent, (iii) as may be contemplated by this Agreement or the Intel Purchase Agreement or (iv) as set forth in Section 5.1 6.1 of the Company Disclosure Schedule, as expressly required pursuant to this Agreement (including the business of the Post-Sale Company shall be conducted only in the ordinary course of business and in a manner consistent with respect past practice in all material respects; and, to the consummation of the Contribution and the Spin-Off) or as agreed in writing by the Purchaser, from the date hereof until the earlier of (A) the valid termination of this Agreement in accordance with Article VIII hereto and (B) the time the designees of the Purchaser have been elected to, and shall constitute a majority of, the Company Board of Directors pursuant to Section 1.3 (the “Appointment Date”)extent consistent therewith, the Company shall, and shall cause the Company its Subsidiaries to, (i) conduct the ADS Business in the ordinary course consistent with past practice, (ii) use their respective commercially reasonable efforts to (x) preserve substantially intact the ADS Business present Post-Sale Company’s business organizationsorganization and maintain the Post-Sale Company’s business relationships with material suppliers, contractors, distributors, customers, licensors, licensees and others having material business relationships with the Post-Sale Company; and (iiiy) use commercially reasonable efforts to maintain satisfactory relations with and keep available the services of those of their current officers present officers, employees and other key employees consultants who are employed in the ADS Business, (iv) maintain in effect all material foreign, federal, state and local licenses, approvals and authorizations relating integral to the ADS Businessoperation of their businesses as presently conducted; provided, the Acquired Assets or the Retained Liabilitieshowever, including all material licenses and permits that are required for no action by the Company or its Subsidiaries with respect to matters specifically addressed by any Company Subsidiary to carry on of the ADS Business and (v) use commercially reasonable efforts to preserve existing relationships with material customers, lenders, suppliers, distributors and others having material ADS Business relationships with the Company and the Company Subsidiariesfollowing provisions 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, the Company agrees that, between the date of this Agreement and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, except (A) as expressly may be required by Law, (B) as may be agreed to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned with respect to Sections 6.1(d), (h)(iii), (i)(i)-(iv), (n)(ii), (o) or, with respect to the foregoing sections of Section 6.1 only, (q)), (C) as may be contemplated by this Agreement or the Intel Purchase Agreement or (D) as set forth in Section 5.1 6.1 of the Company Disclosure Schedule, as expressly required pursuant to this Agreement (including with respect to the consummation of the Contribution and the Spin-Off) or as agreed in writing by the Purchaser, from the date hereof until the earlier of (x) the valid termination of this Agreement in accordance with Article VIII hereto and (y) the Appointment Date, the Company shall notnot (and shall not permit its Subsidiaries to), nor shall it permit any Company Subsidiary to, directly or indirectlyto the extent relating to the Post-Sale Company:

Interim Operations of the Company. Except (a) During the period from the Agreement Date to the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 (except (i) as expressly may be required by Law, (ii) with the prior written consent of the Parent, which consent shall not be unreasonably withheld, delayed or conditioned, (iii) as contemplated or permitted by this Agreement or (iv) as set forth in Section 5.1 of the Company Disclosure Schedule, as expressly required pursuant to this Agreement (including with respect to the consummation of the Contribution and the Spin-Off) or as agreed in writing by the Purchaser, from the date hereof until the earlier of (A) the valid termination of this Agreement in accordance with Article VIII hereto and (B) the time the designees of the Purchaser have been elected to, and shall constitute a majority of, the Company Board of Directors pursuant to Section 1.3 (the “Appointment Date”), the Company shall, and shall cause business of the Company and its Subsidiaries to, (i) conduct the ADS Business shall be conducted only in the ordinary and usual course of business in all material respects consistent with past practice, (ii) and the Company and its Subsidiaries shall use commercially reasonable best efforts to (1) preserve intact the ADS Business present their current business organizationsorganization, (iii2) use commercially reasonable efforts 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 maintain satisfactory relations with 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 their current officers present employees of the Company and its Subsidiaries, (5) keep in effect casualty, product liability, workers’ compensation and other key employees who are employed insurance policies in the ADS Business, (iv) maintain coverage amounts substantially similar to those in effect all material foreignat the date of this Agreement, federaland (6) preserve and protect the Intellectual Property owned by the Company and its Subsidiaries; provided, state and local licenseshowever, approvals and authorizations relating to that notwithstanding the ADS Businessforegoing, the Acquired Assets or the Retained Liabilities, including all material licenses and permits that are required for no action by the Company or any Company Subsidiary of its Subsidiaries with respect to carry on the ADS Business and matters addressed specifically by clauses (vi) use commercially reasonable efforts to preserve existing relationships with material customers, lenders, suppliers, distributors and others having material ADS Business relationships with the Company and the Company Subsidiaries– (x)(v) 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 (A) as expressly may be required by Law, (B) with the prior written consent of the Parent, which consent shall not be unreasonably withheld, delayed or conditioned or (C) as set forth in Section 5.1 of the Company Disclosure Schedule, as expressly required pursuant to this Agreement (including with respect prior to the consummation of the Contribution and the Spin-Off) or as agreed in writing by the Purchaser, from the date hereof until the earlier of (x) the valid termination of this Agreement in accordance with Article VIII hereto and (y) the Appointment DateEffective Time, the Company shall not, nor and shall it not permit any Company Subsidiary of its Subsidiaries to, directly or indirectlydo any of the following: