Common use of Interim Operations Clause in Contracts

Interim Operations. (a) The Company covenants and agrees that, after the date hereof and prior to the Effective Time, except as expressly contemplated or permitted by this Agreement or required by applicable Law or with the prior written approval of Parent (which shall not be unreasonably withheld, delayed or conditioned), the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course. To the extent consistent with the foregoing and except as otherwise consented to by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company and its Subsidiaries shall use their respective reasonable best efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, and other Persons with whom the Company or its Subsidiaries has a material business relationship. Without limiting the generality of the foregoing, from the date of this Agreement until the Effective Time, except (w) as otherwise expressly contemplated or permitted by this Agreement, (x) with the prior written approval of Parent (not to be unreasonably withheld, delayed or conditioned), (y) as required by applicable Law or (z) as set forth in Section 5.1(a) of the Company Disclosure Schedule, the Company will not and will not permit any of its Subsidiaries to:

Interim Operations. (a) The Company covenants and agrees that, after as to itself and its Subsidiaries that from the date hereof and prior to of this Agreement until the Effective Time, unless Parent shall otherwise approve in writing (such approval not to be unreasonably withheld or delayed), and except as otherwise expressly contemplated or permitted by this Agreement or as required by applicable Law or with the prior written approval of Parent (which shall not be unreasonably withheld, delayed or conditioned)Laws, the business of the Company shall, and shall cause each of its Subsidiaries to, conduct its business shall be conducted only in the ordinary course. To and usual course and, to the extent consistent with the foregoing and except as otherwise consented to by Parent (which consent shall not be unreasonably withheld, delayed or conditioned)therewith, the Company and its Subsidiaries shall use their respective reasonable best efforts to preserve their business organizations intact and maintain their existing relations and goodwill with Governmental Entities, customers, manufacturers, suppliers, distributors, creditors, lessors, employees and other Persons with whom business associates and keep available the services of the present employees and agents of the Company or and its Subsidiaries has a material business relationshipSubsidiaries. Without limiting the generality of the foregoingforegoing and in furtherance thereof, from the date of this Agreement until the Effective Time, except (wi) as otherwise expressly contemplated or permitted required by this Agreement, (x) with the prior written approval of Parent (not to be unreasonably withheld, delayed or conditioned), (yii) as required by applicable Law Parent may approve in writing or (ziii) as set forth in Section 5.1(a) 6.1 of the Company Disclosure ScheduleLetter, the Company will not and will not permit any of its Subsidiaries to:

Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Effective TimeTime (unless Parent shall otherwise approve in writing, except as expressly contemplated or permitted by this Agreement or required by applicable Law or with the prior written such approval of Parent (which shall not to be unreasonably withheld, delayed or conditioned), the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course. To the extent consistent with the foregoing and except as otherwise consented expressly contemplated by this Agreement) and except as required by applicable Law, the business of it and its Subsidiaries shall be conducted in the ordinary and usual course consistent with past practice and to by Parent (which consent shall not be unreasonably withheld, delayed or conditioned)the extent consistent therewith, the Company and its Subsidiaries shall use their respective commercially reasonable best efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, landlords, licensors, licensees, employees and other Persons with whom business associates. Notwithstanding the Company or its Subsidiaries has a material business relationship. Without limiting the generality of the foregoingforegoing and in furtherance thereof, from the date of this Agreement until the Effective Time, except (wi) as otherwise expressly contemplated or permitted by this Agreement, (xii) with the prior written as Parent may approve in writing (such approval of Parent (not to be unreasonably withheld, delayed or conditioned), (yiii) as is required by applicable Law or by any Governmental Entity or (ziv) as set forth in Section 5.1(a) 6.1 of the Company Disclosure Schedule, the Company will not and will not permit any of its Subsidiaries to:

Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof of this Agreement and prior to the Effective Time, except as expressly contemplated or permitted by this Agreement or required by applicable Law or with the prior written Time (unless Parent shall otherwise approve in writing (such approval of Parent (which shall not to be unreasonably withheld, delayed or conditioned), the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course. To the extent consistent with the foregoing and except as otherwise consented to set forth in Section 6.1 of the Company Disclosure Letter) and except as required by Parent (which consent shall not be unreasonably withheld, delayed or conditioned)applicable Laws, the Company business of it and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use their respective reasonable best efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and other Persons with whom business associates and keep available the Company or services of its Subsidiaries has a material business relationshipand its Subsidiaries’ present employees and agents. Without limiting the generality of of, and in furtherance of, the foregoing, from the date of this Agreement until the Effective Time, except (wA) as otherwise expressly contemplated or permitted by provided in this Agreement, (xB) with the prior written as Parent may approve in writing (such approval of Parent (not to be unreasonably withheld, delayed or conditioned), (y) as required by applicable Law or (zC) as set forth in Section 5.1(a) 6.1 of the Company Disclosure ScheduleLetter or (D) as required by applicable Laws, the Company will not and will not permit any of its Subsidiaries to:

Interim Operations. (a) The From the date of this Agreement until the earlier of the Effective Time and termination of this Agreement in accordance with its terms, the Company covenants and agrees as to itself and its Subsidiaries that, after from the date hereof and prior to of this Agreement until the Effective Time, except as expressly contemplated or permitted by this Agreement or required by applicable Law or with the prior written approval business of Parent (which shall not be unreasonably withheld, delayed or conditioned), the Company shall, it and shall cause each of its Subsidiaries to, conduct its business shall be conducted in the ordinary course. To and usual course consistent with past practice and, to the extent consistent with the foregoing and except as otherwise consented to by Parent (which consent shall not be unreasonably withheldtherewith, delayed or conditioned), the Company it and its Subsidiaries shall use their respective reasonable best efforts to (x) preserve intact their business organizations intact organizations, assets and lines of business and (y) maintain its and their existing relations and goodwill with Governmental Entities, customers, suppliers, employees and other Persons with whom the Company or its Subsidiaries has a material business relationshipagents. Without limiting the generality of the foregoingforegoing and in furtherance thereof, from the date of this Agreement until the Effective Time, except (wA) as otherwise expressly contemplated or permitted required by this Agreement, (xB) with the prior written as Parent may approve in writing (such approval of Parent (not to be unreasonably withheld, delayed or conditioned), (yC) as required by applicable Law Laws or definitive interpretations thereof or by any Governmental Entity or (zD) as set forth in Section 5.1(a4.1(a) of the Company Disclosure ScheduleLetter, the Company will not not, and will not permit any of its Subsidiaries Subsidiaries, to:

Interim Operations. (avii) The Company WRC covenants and agrees as to itself and its Subsidiaries that, after the date hereof of this Agreement and prior to the Effective Time, except as expressly contemplated or permitted by this Agreement or required by applicable Law or with the prior written Time (unless FCB shall otherwise approve in writing (such approval of Parent (which shall not to be unreasonably withheld, delayed withheld or conditioneddelayed), the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course. To the extent consistent with the foregoing and except as otherwise consented to expressly contemplated by Parent (which consent shall not be unreasonably withheld, delayed or conditioned)this Agreement) and except as required by applicable Laws, the Company business of it and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use their respective reasonable best efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, licensors, employees and other Persons with whom business associates and keep available the Company or services of its Subsidiaries has a material business relationshipand its Subsidiaries’ present employees and agents. Without limiting the generality of and in furtherance of the foregoing, from the date of this Agreement until the Effective Time, except (wA) as otherwise expressly contemplated or permitted required by this Agreement, (xB) with the prior written as FCB may approve in writing (such approval of Parent (not to be unreasonably withheld, delayed withheld or conditioned), (ydelayed) as required by applicable Law or (zC) as set forth in Section 5.1(a) 6.1 of the Company WRC Disclosure ScheduleLetter, the Company WRC will not and will not permit any of its Subsidiaries to:

Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof July 20, 2020 and prior to the Effective Time, except as expressly contemplated or permitted by this Agreement or required by applicable Law or with the prior written approval of Time (unless Parent shall otherwise approve in writing in advance (which approval shall not be unreasonably withheld, delayed or conditioned)), the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course. To the extent consistent with the foregoing and except as otherwise consented expressly contemplated by this Agreement or as required by a Governmental Entity or applicable Law, its business and the business of its Subsidiaries shall be conducted in all material respects in the Ordinary Course and, to by Parent (which consent shall not be unreasonably withheldthe extent consistent therewith, delayed or conditioned), the Company it and its Subsidiaries shall use their respective reasonable best efforts to (i) preserve their business organizations intact in good standing pursuant to applicable Law and (ii) use their respective commercially reasonable efforts to maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and other Persons with whom business associates and keep available the Company or services of its Subsidiaries has a material business relationship. Without limiting the generality of the foregoingand its Subsidiaries’ respective present officers, from the date of this Agreement until the Effective Timeemployees and agents, except (w) as otherwise expressly contemplated or permitted required by this Agreement, (x) with the prior written approval of Parent (not to be unreasonably withheld, delayed Agreement or conditioned), (y) as required by a Governmental Entity or applicable Law or Law, provided that no action by the Company with respect to matters permitted by any provision of clauses (z) as set forth in Section 5.1(ai)-(xxii) of Section 7.1(b) below shall be deemed a breach of the Company Disclosure Schedule, the Company will not and will not permit any obligations under this sentence unless such action would constitute a breach of its Subsidiaries to:such other provision.

Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Effective TimeTime (unless Parent shall otherwise approve in advance in writing (such approval not to be unreasonably withheld), and except as otherwise expressly contemplated or permitted required by this Agreement or required by applicable Law or with the prior written approval of Parent (which shall not be unreasonably withheld, delayed or conditionedLaws), the business of the Company shall, and shall cause each of its Subsidiaries to, conduct its business shall be conducted in the ordinary course. To course consistent with past practice and, to the extent consistent with the foregoing and except as otherwise consented to by Parent (which consent shall not be unreasonably withheld, delayed or conditioned)therewith, the Company and its Subsidiaries shall use their respective commercially reasonable best efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, Employees, sales representatives and other Persons with whom business associates and keep available the Company or services of its Subsidiaries has a material business relationshipand its Subsidiaries’ present Employees and agents. Without limiting the generality of the foregoing, and in furtherance thereof, from the date of this Agreement hereof until the Effective Time, except (wA) as otherwise expressly contemplated or permitted required by this AgreementAgreement or applicable Law, (xB) with the prior written as Parent may approve in advance in writing (such approval of Parent (not to be unreasonably withheld, delayed or conditioned), (y) as required by applicable Law or (zC) as set forth in Section 5.1(a) 6.1 of the Company Disclosure ScheduleLetter, the Company will shall not and will shall not permit any of its Subsidiaries to:

Interim Operations. (a) The Company covenants and agrees that, after the date hereof and prior to the Effective Time, except as expressly contemplated or permitted by this Agreement or required by applicable Law or with the prior written approval of Parent (which shall not be unreasonably withheld, delayed or conditioned), the Company shall, and shall cause each of its Subsidiaries to, from and after the date of this Agreement and prior to the Effective Time (unless Parent and Merger Sub shall otherwise approve in writing, with such approval not to be unreasonably withheld, conditioned or delayed), and except as otherwise expressly required by this Agreement or as required by applicable Law, conduct its business in the ordinary course. To Ordinary Course of Business and, to the extent consistent with the foregoing therewith, shall use and except as otherwise consented to by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company and cause each of its Subsidiaries shall to use their respective reasonable best efforts to to, preserve its and their business organizations intact and maintain existing satisfactory relations and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, distributors, creditors, lessors, employees and other Persons with whom business associates and keep available the Company or services of its Subsidiaries has a material business relationshipand its Subsidiaries’ present employees and agents. Without limiting the generality of and in furtherance of the foregoingforegoing sentence, from the date of this Agreement until the Effective Time, except (w) as otherwise expressly contemplated or permitted required by this Agreement, (x) required by applicable Law, or as approved in writing by Parent, with the prior written such approval of Parent (not to be unreasonably withheld, delayed conditioned or conditioned), (y) as required by applicable Law or (z) as set forth in Section 5.1(a) of the Company Disclosure Scheduledelayed, the Company will shall not and will not permit any of shall cause its Subsidiaries not to:

Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Effective Time, except as expressly contemplated or permitted by this Agreement or required by applicable Law or with the prior written Time (unless Parent shall otherwise approve in writing (such approval of Parent (which shall not to be unreasonably withheld, delayed withheld or conditioneddelayed), the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course. To the extent consistent with the foregoing and except as otherwise consented to expressly contemplated by Parent (which consent shall not be unreasonably withheld, delayed or conditioned)this Agreement) and except as required by applicable Laws, the Company business of it and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use their respective reasonable best efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and other Persons with whom business associates and keep available the Company or services of its Subsidiaries has a material business relationshipand its Subsidiaries’ present employees and agents. Without limiting the generality of the foregoingforegoing and in furtherance thereof, from the date of this Agreement until the Effective Time, except (wA) as otherwise expressly required or expressly contemplated or permitted by this Agreement, (xB) with the prior written as reasonably responsive to a requirement of applicable Law or any Governmental Entity, (C) as Parent may approve in writing (such approval of Parent (not to be unreasonably withheld, delayed withheld or conditioned), (ydelayed) as required by applicable Law or (zD) as set forth in Section 5.1(a6.1(a) of the Company Disclosure ScheduleLetter, the Company will not and will not permit any of its Subsidiaries to:

Interim Operations. (ai) The Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Effective Time, unless Parent shall otherwise approve in writing (such approval not to be unreasonably withheld or delayed), and except as otherwise expressly contemplated or permitted by this Agreement or as required by applicable Law or Laws, its business and that of its Subsidiaries shall be conducted in the ordinary course of business consistent with the prior written approval of Parent (which shall not be unreasonably withheld, delayed or conditioned), the Company past practice and it shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course. To the extent consistent with the foregoing and except as otherwise consented to by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company and its Subsidiaries shall use their respective commercially reasonable best efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and other Persons with whom business associates and keep available the services of the present employees and agents of the Company or and its Subsidiaries has a material business relationshipSubsidiaries. Without limiting the generality of the foregoingforegoing and in furtherance thereof, from the date of this Agreement until the Effective Time, except (wA) as otherwise expressly contemplated or permitted required by this Agreement, (xB) with the prior written as Parent may approve in writing (such approval of Parent (not to be unreasonably withheld, delayed withheld or conditioned), (ydelayed) as required by applicable Law or (zC) as set forth in Section 5.1(a5.1(i) of the Company Disclosure ScheduleLetter, the Company will not and will not permit any of its Subsidiaries to:

Interim Operations. (a) The Except as set forth in Section 6.1 of the Company Disclosure Letter, the Company covenants and agrees that, after the date hereof and prior to the Effective TimeTime (unless Parent shall otherwise approve in writing, except as expressly contemplated or permitted by this Agreement or required by applicable Law or with the prior written such approval of Parent (which shall not to be unreasonably withheldwithheld or delayed, delayed or conditioned), the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course. To the extent consistent with the foregoing and except as otherwise consented to expressly contemplated by Parent (which consent shall not be unreasonably withheld, delayed or conditionedthis Agreement and except as required by applicable Laws), the Company’s business shall be conducted in the ordinary and usual course consistent with past practice and, to the extent consistent therewith, the Company and its Subsidiaries shall use their respective its reasonable best efforts to preserve their its business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, Employees, sales representatives and other Persons with whom business associates and keep available the Company or its Subsidiaries has a material business relationshipservices of the Company’s present Employees and agents. Without limiting the generality of the foregoing, and in furtherance thereof, from the date of this Agreement hereof until the Effective Time, except (wA) as otherwise expressly contemplated or permitted required by this AgreementAgreement or applicable Law, (xB) with the prior written as Parent may approve in writing (such approval of Parent (not to be unreasonably withheld, delayed withheld or conditioned), (ydelayed) as required by applicable Law or (zC) as set forth in Section 5.1(a) 6.1 of the Company Disclosure ScheduleLetter, the Company will not and will not permit any of its Subsidiaries toshall not:

Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Effective Time, except as expressly contemplated or permitted by this Agreement or required by applicable Law or with the prior written Time (unless Parent shall otherwise approve in writing (such approval of Parent (which shall not to be unreasonably withheld, delayed withheld or conditioneddelayed), the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course. To the extent consistent with the foregoing and except as otherwise consented to expressly contemplated by Parent (which consent shall not be unreasonably withheld, delayed or conditioned)this Agreement) and except as required by applicable Laws, the Company business of it and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use their respective reasonable best efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and other Persons with whom business associates and keep available the Company or services of its Subsidiaries has a material business relationshipand its Subsidiaries’ present employees and agents. Without limiting the generality of the foregoingforegoing and in furtherance thereof, from the date of this Agreement until the Effective Time, except (wA) as otherwise expressly required or expressly contemplated or permitted by this Agreement, (xB) with the prior written as reasonably responsive to a requirement of applicable Law or any Governmental Entity, (C) as Parent may approve in writing (such approval of Parent (not to be unreasonably withheld, delayed withheld or conditioneddelayed) or (D) except with respect to clause (xvii), as to which this clause (yD) as required by applicable Law or (z) will not apply, as set forth in Section 5.1(a6.1(a) of the Company Disclosure ScheduleLetter, the Company will not and will not permit any of its Subsidiaries to: