Common use of Operation of the Company’s Business Clause in Contracts

Operation of the Company’s Business. (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during the Pre-Closing Period: (i) the Company shall conduct its business and operations (A) in the ordinary course and in accordance with past practices and (B) in compliance, in all material respects, with all applicable Legal Requirements and the requirements of all Company Contracts that constitute Material Contracts; (ii) the Company shall use commercially reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and other employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having business relationships with the Company; (iii) the Company shall keep in full force all insurance policies referred to in Section 3.19 (other than any such policies that are immediately replaced with substantially similar policies); and (iv) the Company shall promptly notify Parent of (A) any written notice or other communication of which the Company has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of the Company, threatened against, relating to, involving or otherwise affecting the Company that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case (x) as specifically required by any other provision of this Agreement, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions.

Operation of the Company’s Business. (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during During the Pre-Closing Period: (i) except (w) as required under this Agreement or as required by applicable Legal Requirements, (x) with the written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned, (y) for any actions taken reasonably and in good faith in response to COVID-19 or COVID-19 Measures and with prior written notice to Parent or (z) as set forth in Section 5.2 of the Company Disclosure Schedule, the Company shall, and shall cause its Subsidiaries to conduct its business their respective businesses and operations (A) in all material respects in the ordinary course and in accordance with past practices and (B) in compliance, compliance in all material respects, respects with all applicable Legal Requirements and the requirements of all Company Contracts that constitute Material Contracts; (ii) the Company shall use commercially reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and other employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having business relationships with the Company; (iii) the Company shall keep in full force all insurance policies referred to in Section 3.19 (other than any such policies that are immediately replaced with substantially similar policies)Requirements; and (ivii) the Company shall promptly notify Parent of (Ay) any written knowledge of the receipt of any notice or other communication of which the Company has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, Transactions and (Bz) any Legal Proceeding commenced, or, to the Knowledge of the Company, its knowledge threatened againstin writing, relating to, to or involving or otherwise affecting the Company or any of its Subsidiaries that relates seeks to enjoin the consummation of the Offer or Transactions. The Company shall, and shall cause each of its Subsidiaries to, use their respective commercially reasonable efforts to (A) preserve intact, in all material respects, the Merger material components of the Company’s and each such Subsidiary’s current business organization, including keeping available the services of current officers and key employees, (B) maintain in all material respects the Company’s and each such Subsidiary’s respective relations and goodwill with all material suppliers, material customers, Governmental Bodies and other material business relations and (C) take the actions set forth in Section 5.2(a) of the Company Disclosure Schedule; provided, that no action by the Company or any of the other Contemplated Transactions. Except in each case (x) as its Subsidiaries with respect to matters specifically required addressed by any other provision of Section 5.2(b) shall be deemed a breach of this Agreement, (ySection 5.2(a) as required by any applicable Legal Requirement, or (z) with the prior written consent of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent unless such action would constitute a breach of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactionsprovision.

Operation of the Company’s Business. (a) Except in each case During the Pre-Closing Period, except (v) as expressly permitted by Section 4.4 or Section 5.2 hereof, (w) as may be required by applicable Law, (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of ParentParent (which consent shall not be unreasonably withheld, during conditioned or delayed); (y) as expressly required by this Agreement or (z) as set forth in Part 4.2(b) of the Pre-Closing PeriodDisclosure Schedule: (i) the Company shall conduct conduct, and shall ensure that each of the other Acquired Companies conducts, its business and operations (A) in the ordinary course and in accordance consistent with past practices and (B) in compliance, in all material respects, with all applicable Legal Requirements and the requirements of all Company Contracts that constitute Material Contractspractices; (ii) the Company shall, and shall ensure that each of the other Acquired Companies, use commercially reasonable best efforts to preserve intact its current business organization, keep available the services of its current officers and other employees and key service providers and maintain its relations and goodwill with all material suppliers, customers, landlordsdistributors, creditorsemployees and other Persons having material business relationships with such Acquired Company and maintain its material rights and material Permits; provided, licensorsthat this clause (ii) shall in no event apply to (A) termination of any Company Associate in the ordinary course of business consistent with past practices, licenseesor (B) allowing any Company Contracts with employees, service providers, suppliers, customers, distributors, resellers, employees and other Persons having business relationships with the Company; (iii) Acquired Companies to expire in accordance with their terms in the Company shall keep in full force all insurance policies referred to in Section 3.19 (other than any such policies that are immediately replaced ordinary course of business and consistent with substantially similar policies)past practices; and (iviii) the Company shall promptly notify Parent of (A) the receipt of any written notice or or, to the Knowledge of the Company, other communication of which the Company has Knowledge from any Person alleging that the Consent a consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of the Company, threatened against, relating to, involving or otherwise affecting the Company that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case (x) as specifically required by , other than any other provision of this Agreement, (y) as required by any applicable Legal Requirement, or (z) with such consent that is listed on the prior written consent of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated TransactionsDisclosure Schedule.

Operation of the Company’s Business. (a) Except in each case (x) as specifically required by any other provision of otherwise expressly permitted under this Agreement or specifically set forth as specified in Part 5.2(a) of the Company Disclosure Schedule, (y) as required by any the Financing Documents or as reasonably necessary to comply with applicable Legal Requirement, or (z) with the prior written consent of ParentRequirements, during the Pre-Closing Period: (i) the Company shall conduct use reasonable efforts to ensure that each of the Acquired Corporations (A) conducts its business and operations (A) in the ordinary course and in accordance with past practices practices, and (B) in compliancepreserves intact its current business organization, in all material respects, keeps available the services of its current officers and employees and maintains its relations and goodwill with all applicable Legal Requirements suppliers, customers, Producers, Company Partners, strategic partners, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the requirements respective Acquired Corporations, other than where the failure to maintain such relations and goodwill is commercially reasonable and is not reasonably likely to have an effect on the Acquired Corporations of all a magnitude in excess of $50,000 (individually), or where the Company Contracts that constitute Material Contractsreceives Parent's prior written approval; (ii) the Company shall use commercially reasonable efforts to preserve intact ensure that each of the Acquired Corporations conducts its current business organization, keep available the services of its current officers and other employees and maintain its relations and goodwill operations in compliance in all material respects with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees applicable Legal Requirements and other Persons having business relationships with the Companyrequirements of all Material Contracts; (iii) the Company shall use commercially reasonable efforts to keep in full force all insurance policies referred to in Section 3.19 (other than any such policies that are immediately replaced with substantially similar policies)3.18 or comparable replacements, except where the Company receives Parent's prior written approval; and (iv) the Company shall promptly notify Parent of (A) any written notice (or other communication of which known to the Company has Knowledge Company) received from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactionstransactions contemplated by this Agreement, and (B) any material Legal Proceeding commenced, commenced or, to the Knowledge of the Company, threatened against, relating to, to or involving or otherwise affecting the Company that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case (x) as specifically required by any other provision of this Agreement, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated TransactionsAcquired Corporations.

Operation of the Company’s Business. (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during During the Pre-Closing Period: (i) the Company shall conduct ensure that each of the Acquired Corporations conducts its business and operations (A) in the ordinary course and in accordance with past practices and (B) in compliance, in all material respects, compliance with all applicable Legal Requirements and the requirements of all Company Contracts that constitute Material Contracts; (iiContracts;(ii) the Company shall use commercially reasonable efforts to preserve ensure that each of the Acquired Corporations preserves intact its current business organization, keep keeps available the services of its current officers and other employees and maintain maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having business relationships with the Company; (iiirespective Acquired Corporations;(iii) the Company shall keep in full force all insurance policies referred to in Section 3.19 2.17;(iv) the Company shall provide all reasonable notices, assurances and support required by any Acquired Corporation Contract relating to any Proprietary Asset in order to ensure that no condition under such Acquired Corporation Contract occurs which would result in (A) any transfer or disclosure by any Acquired Corporation of any source code materials or other than Proprietary Asset, or (B) a release from any escrow of any source code materials or other Proprietary Asset which have been deposited or are required to be deposited in escrow under the terms of such policies that are immediately replaced Acquired Corporation Contract; (v) the Company shall comply with substantially similar policiesParent's reasonable directions with respect to exercising any rights or remedies under any Material Contract of the type referred to in clause "(v)" of Section 2.9(a); and (ivvi) the Company shall promptly notify Parent of (A) any written notice or other communication of which the Company has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge extent reasonably requested by Parent) cause its officers to report regularly to Parent concerning the status of the Company, threatened against, relating to, involving or otherwise affecting the Company that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case (x) as specifically required by any other provision of this Agreement, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions's business.

Operation of the Company’s Business. (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during During the Pre-Closing Period: except as (A) set forth in Schedule 5.2, (B) contemplated or permitted by this Agreement or required by Legal Requirements, or (C) approved in writing (which shall include e-mail) by Parent (which approval shall not be unreasonably withheld or delayed), (i) the Company shall conduct conduct, and shall ensure that each of the Acquired Companies conducts, its business and operations (A) in the ordinary course and in accordance with past practices and (B) in compliance, in all material respects, with all applicable Legal Requirements and the requirements of all Company Contracts that constitute Material Contractspractices; (ii) the Company shall preserve, and shall use commercially reasonable efforts to preserve ensure that each of the Acquired Companies preserves, intact its current business organization, keep keeps available the services of its current officers and other key employees and maintain maintains its current relations and goodwill consistent with prior business practices with all suppliersSignificant Suppliers, customersSignificant Customers, distributors, landlords, creditors, licensors, licensees, distributors, resellers, key employees and other Persons having contractual or other business relationships with the Companyrespective Acquired Companies; (iii) the Company shall keep timely pay, and shall use commercially reasonable efforts to ensure that each of the Acquired Companies timely pays, its debts and Taxes consistent with past practices and in full force compliance with all insurance policies referred to in Section 3.19 (other than any such policies that are immediately replaced with substantially similar policies)applicable terms and conditions, or laws and regulations; and (iv) the Company shall collect, and shall use commercially reasonable efforts to ensure that each of the Acquired Companies collects, its receivables in the same manner and on the same terms as such receivables have historically been collected; (v) the Company shall promptly notify Parent of (A) any written notice or other communication of which the Company has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with the Merger or any of the Contemplated Transactionsother transactions contemplated by this Agreement, and (B) any Legal Proceeding commenced, or, to the Knowledge of the Company, commenced or threatened against, relating to, to or involving or otherwise affecting any of the Company Acquired Companies that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case (x) as specifically required transactions contemplated by any other provision of this Agreement, ; and (yvi) as required the inventory levels maintained by any applicable Legal Requirement, or (z) the Acquired Companies shall be kept in at a level consistent in the ordinary course and in accordance with the prior written consent past practice in light of the Company, during normal operating requirements of the Acquired Companies and shall be adequate for the conduct of the operations of the Acquired Companies. During the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with the Merger or any of the Contemplated Transactionsother transactions contemplated by this Agreement, and (B) any Legal Proceeding commenced, or, to the Knowledge of Parent, commenced or threatened against, relating to, to or involving or otherwise affecting Parent or Acquisition Merger Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement.

Operation of the Company’s Business. (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during During the Pre-Closing Period: (i) the Company shall conduct ensure that each of the Acquired Corporations conducts its business and operations (A) in the ordinary course and in accordance with past practices and (B) in compliance, in all material respects, including with all applicable Legal Requirements and respect to closing the requirements Company’s books at the end of all Company Contracts that constitute Material Contractseach calendar month); (ii) the Company shall use commercially reasonable efforts to preserve ensure that each of the Acquired Corporations preserves intact its current business organization, keep keeps available the services of its current officers and other employees and maintain maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having business relationships with the Companyrespective Acquired Corporations and with all Governmental Bodies; (iii) the Company shall keep in full force all insurance policies referred to in Section 3.19 (other than any such policies that are immediately replaced with substantially similar policies); and (iv) the Company shall promptly notify Parent of of: (A) any written notice or other communication of which the Company has Knowledge from claim asserted by any Governmental Body; (B) any claim asserted in writing by any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and other than a Governmental Body; (BC) any Legal Proceeding commenced, or; or (D) any Legal Proceeding, to the Knowledge knowledge of the Company, threatened threatened, in the case of clauses “(A)” through “(D)” against, relating to, involving or otherwise affecting any of the Company Acquired Corporations that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case (x) as specifically required by any other provision of this Agreement, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions; and (iv) the Company shall: (A) to the extent practicable, and provide Parent with reasonable advance notice of each material meeting, hearing, conference, filing or discussion to which it is a party or is otherwise involved relating to any of the Specified Proceedings; (B) consult with Parent prior to making any Legal Proceeding commenced, or, material decision relating to the Knowledge of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated TransactionsSpecific Proceedings; and (C) promptly notify Parent of any material development relating to any of the Specified Proceedings.

Operation of the Company’s Business. (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during the Pre-Closing PeriodThe Company shall: (i) cause each of the Company shall Acquired Companies to conduct its business businesses and operations (A) in the ordinary course and in accordance consistent with past practices and (B) in compliance, compliance in all material respects, respects with all applicable Legal Requirements Law and the requirements of all Company Contracts that constitute Material Specified Contracts; (ii) the Company shall use all commercially reasonable efforts to preserve ensure that each of the Acquired Companies preserves intact its current business organization, keep keeps available the services of its current officers and other employees and maintain maintains its existing material relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having business relationships with any of the CompanyAcquired Companies; (iii) the Company shall keep in full force all insurance policies referred to in Section 3.19 (other than any such policies that are immediately replaced with substantially similar or comparable replacement or renewal policies); and (iv) the Company shall promptly notify Parent of (A) any written notice or other communication of which the Company has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactionstransactions contemplated by this Agreement, and (B) including, without limitation, in order to avoid having any Legal Proceeding commencedmaterial Contract terminated or amended, or, altered or modified to the Knowledge of the Company, threatened against, relating to, involving or otherwise affecting the Company that relates to the consummation of the Offer or the Merger or decrease any of the other Contemplated Transactions. Except in each case (x) as specifically required by Acquired Company's rights, profits or any other provision benefits under such Contracts or increase any of this Agreement, (y) as required by any applicable Legal Requirementthe Acquired Company's liabilities or obligations under such Contracts, or (z) with the prior written consent grant any other Person any additional rights, profits or any other benefits under such Contracts or decrease any other Person's liabilities or obligations under such Contracts, as a result of the Company, during consummations of the Pre-Closing Period, Parent shall promptly notify transactions contemplated by the Company of Agreement; (Av) use its commercially reasonable best efforts to obtain any written notice or other communication of which Parent has Knowledge from any Person alleging Consent that the Consent of such Person is or may be required in connection with any of the Contemplated Transactionstransactions contemplated by this Agreement, and (B) including, without limitation, in order to avoid having any Legal Proceeding commencedmaterial Contract terminated or amended, or, altered or modified to the Knowledge of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or decrease any of the Acquired Company's rights, profits or any other Contemplated Transactionsbenefits under such Contracts or increase any of the Acquired Company's liabilities or obligations under such Contracts, or grant any other Person any additional rights, profits or any other benefits under such Contracts or decrease any other Person's liabilities or obligations under such Contracts, as a result of the consummations of the transactions contemplated by the Agreement and (vi) file on a timely basis all material notices, reports, returns and other filings required to be reported to or filed with any Governmental Body, as well as applications and other EXECUTION VERSION documents necessary to maintain, renew or extend any Governmental Authorization for the continued operation of any of the Acquired Companies' business.

Operation of the Company’s Business. (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during During the Pre-Closing Period: (i) the Company shall conduct ensure that each of the Acquired Corporations conducts its business and operations operations: (A) in the ordinary course and in accordance with past practices practices; and (B) in compliance, in all material respects, compliance with all applicable Legal Requirements and the requirements of all Company Contracts that constitute Material Contracts; (ii) the Company shall use commercially its reasonable best efforts to preserve ensure that each of the Acquired Corporations preserves intact its current business organization, keep keeps available the services of its current officers and other employees and maintain maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having business relationships with the Companyrespective Acquired Corporations; (iii) the Company shall keep in full force all insurance policies referred to in Section 3.19 2.18 (other than any such policies that are immediately replaced with substantially similar policies); (iv) the Company shall cause to be provided all notices, assurances and support required by any Company Contract relating to any Intellectual Property or Intellectual Property Right in order to ensure that no condition under such Company Contract occurs that would reasonably be expected to result in (A) any transfer or disclosure by any Acquired Corporation of any source code for any Company Product Software or (B) a release from any escrow of any source code for any Company Product Software that has been deposited or is required to be deposited in escrow under the terms of such Company Contract; and (ivv) the Company shall promptly notify Parent of (A) any written notice or other overt communication of which the Company has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactionstransactions contemplated by this Agreement, and (B) any Legal Proceeding commenced, or, to the Knowledge of the Company, threatened against, relating to, involving or otherwise affecting any of the Company Acquired Corporations that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case (x) as specifically required transactions contemplated by any other provision of this Agreement, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions.

Operation of the Company’s Business. (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during During the Pre-Closing Period: (i) the Company shall conduct ensure that each of the Acquired Corporations conducts its business and operations (A) in the ordinary course and in accordance with past practices practices, and (B) in compliance, compliance in all material respects, respects with all applicable Legal Requirements and the material requirements of all Company Acquired Corporation Contracts that constitute Material Contracts; (ii) the Company shall use commercially reasonable efforts to preserve ensure that each of the Acquired Corporations preserves intact its current business organization, keep keeps available the services of its current officers and other key employees and maintain maintains its relations and goodwill with all material suppliers, customers, development partners, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having material business relationships with the Companyrespective Acquired Corporations; (iii) the Company shall keep in full force all each material insurance policies policy referred to in Section 3.19 (other than 2.17 and, if any such policies insurance policy is scheduled to expire during the Pre-Closing Period, the Company shall cause such insurance policy to be renewed or replaced (on terms and with coverage substantially equivalent to the terms and coverage of the expiring insurance policy) on or prior to the date of expiration of such insurance policy; (iv) the Company shall cause to be provided all notices, and shall use commercially reasonable efforts to cause to be provided all assurances and support, required by any Acquired Corporation Contract relating to any Acquired Corporation Software in order to ensure that are immediately replaced with substantially similar policies)no condition under such Acquired Corporation Contract occurs that would reasonably be expected to result in (A) any transfer by, or disclosure to a third party by, any Acquired Corporation of the source code for any portion of the Acquired Corporation Software, or (B) a release from any escrow of any source code that has been deposited or is required to be deposited in escrow under the terms of such Acquired Corporation Contract; and (ivv) the Company shall promptly notify Parent of (A) any written notice or other communication (in writing or, to the Knowledge of which the Company has Knowledge Company, otherwise) from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any material Legal Proceeding commenced, or, to the Knowledge of the Company, threatened against, relating to, to or involving or otherwise affecting the Company that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case (x) as specifically required by any other provision of this Agreement, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated TransactionsAcquired Corporations, and (BC) any Legal Proceeding commenced, or, change in or modification to the Knowledge Stated Value (as defined in the Certificate of Parent, threatened against, relating to, involving Designations) or otherwise affecting Parent the conversion price or Acquisition Sub that relates to the consummation conversion ratio of the Offer or the Merger or any of the other Contemplated TransactionsCompany Preferred Stock.

Operation of the Company’s Business. (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during During the Pre-Closing Period: (i) the Company shall conduct ensure that each of the Acquired Corporations conducts its business and operations (A) in the ordinary course and in accordance with past practices substantially the same manner as previously conducted and (B) in compliance, in all material respects, compliance with all applicable Legal Requirements and the requirements of all Company Acquired Corporation Contracts that constitute Material Contracts; (ii) the Company shall use commercially its reasonable efforts to preserve ensure that each of the Acquired Corporations preserves intact its current business organization, keep keeps available the services of its current officers and other employees and maintain maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having business relationships with the Companyrespective Acquired Corporations; (iii) the Company shall use its reasonable efforts to keep in full force all insurance policies referred to in Section 3.19 (other than any such policies that are immediately replaced with substantially similar policies)3.19; and (iv) the Company shall cause to be provided all notices, assurances and support required by any Acquired Corporation Contract relating to any Proprietary Asset in order to ensure that no condition under such Acquired Corporation Contract occurs that could result in, or could increase the likelihood of, (A) any transfer or disclosure by any Acquired Corporation of any Acquired Corporation Source Code, or (B) a release from any escrow of any Acquired Corporation Source Code that has been deposited or is required to be deposited in escrow under the terms of such Acquired Corporation Contract; (v) the Company shall promptly notify Parent of (A) any written notice or other communication of which the Company has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactionstransactions contemplated by this Agreement, and (B) any Legal Proceeding commenced, or, to the Knowledge best of the Company, threatened againstits knowledge threatened, relating to, to or involving or otherwise affecting any of the Company Acquired Corporations that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case (x) as specifically required transactions contemplated by any other provision of this Agreement, ; and (yvi) as required the Company shall (to the extent requested by any applicable Legal Requirement, or (zParent) with cause its officers and the prior written consent officers of its Subsidiaries to report regularly to Parent concerning the status of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions's business.

Operation of the Company’s Business. (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during During the Pre-Closing Period: (i) the Company shall conduct ensure that each of the Acquired Companies conducts its business and operations (A) in the ordinary course and in accordance with past practices practices, and (B) in compliance, compliance in all material respects, respects with all applicable Legal Requirements and the material requirements of all Company Contracts that constitute Material Contracts; (ii) each of the Company Acquired Companies shall use commercially reasonable efforts to preserve ensure that it preserves intact its current business organizationorganizations, keep available maintains the services of its current officers and other key employees and maintain preserves its relations relationships and goodwill with all material suppliers, customers, development partners, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having material business relationships with the CompanyAcquired Companies; (iii) each of the Company Acquired Companies shall keep in full force all each material insurance policies policy referred to in Section 3.19 (other than 2.17 and, if any such policies insurance policy is scheduled to expire during the Pre-Closing Period, such Acquired Company shall cause such insurance policy to be renewed or replaced (on terms and with coverage substantially equivalent to the terms and coverage of the expiring insurance policy) on or prior to the date of expiration of such insurance policy; (iv) each of the Acquired Companies shall cause to be provided all notices and shall use commercially reasonable efforts to cause to be provided all assurances and support, required by any Company Contract relating to any Company Product in order to ensure that are immediately replaced with substantially similar policies)no condition under such Company Contract occurs that would reasonably be expected to result in (A) any transfer by, or disclosure to a third party by, any of the Acquired Companies of the source code for any portion of the Company Product, or (B) a release from any escrow of any source code that has been deposited or is required to be deposited in escrow under the terms of such Company Contract; and (ivv) each of the Company Acquired Companies shall promptly notify Parent of (A) any written notice or other communication (in writing, or to the Knowledge of which the Company has Knowledge Company, otherwise) from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any material Legal Proceeding commenced, or, to the Knowledge of the Company, threatened against, relating to, to or involving or otherwise affecting the Company that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case (x) as specifically required by any other provision of this Agreement, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated TransactionsAcquired Companies.

Operation of the Company’s Business. (aA) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during During the Pre-Closing Period: (i) the Company shall conduct ensure that each of the Acquired Corporations conducts its business and operations (A) in the ordinary course and in accordance with past practices and (B) in compliance, in all material respects, with all applicable Legal Requirements and the requirements of all Company Contracts that constitute Material Contractspractices; (ii) the Company shall use commercially reasonable efforts to cause each of the Acquired Corporations to conduct its business and operations in compliance with all applicable Legal Requirements and the requirements of all Significant Contracts, to preserve intact its current business organization, to keep available the services of its current officers and other employees and to maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having business relationships with the Companyrespective Acquired Corporations and with all Governmental Bodies; (iii) the Company shall keep in full force all insurance policies referred to in Section 3.19 (other than any such policies that are immediately replaced with substantially similar policies); and (iv) the Company shall promptly notify Parent of (A) any written notice claim asserted or other communication of which the Company has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of the Company, threatened against, relating to, involving or otherwise affecting any of the Company Acquired Corporations that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case (x) as specifically required by any other provision of this Agreement, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, ; (iv) the Company shall consult with Parent (and take Parent's views into account) in determining whether to take any action (B) and in connection with any Legal Proceeding commenced, or, to the Knowledge of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or action taken by any of the other Contemplated TransactionsAcquired Corporations) relating to any of the matters described in Item 2 of Part A of the Company Disclosure Schedule; and (v) the Company shall use its reasonable efforts to settle the matter identified in Part 4.2(a) of the Company Disclosure Schedule in the manner set forth therein (it being understood that the Company shall consult with Parent (and take Parent's views into account) in connection with any such settlement).

Operation of the Company’s Business. (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during During the Pre-Closing Period: (i) the Company shall conduct ensure that each of the Acquired Companies conducts its business and operations (A) in the ordinary course and in accordance with past practices and (B) in compliance, in all material respects, compliance with all applicable Legal Requirements and the requirements of all Company Contracts that constitute Material Contracts; (ii) the Company shall use commercially reasonable efforts to preserve ensure that each of the Acquired Companies preserves intact its current business organization, keep keeps available the services of its current officers and other employees and maintain maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having business relationships with the Companyrespective Acquired Companies; (iii) the Company shall keep in full force all insurance policies referred to in Section 3.19 (2.18 other than any such those insurance policies that are immediately expire at the end of their stated term (which shall be replaced with substantially similar insurance policies); and (iv) the Company shall provide all notices, assurances and support required by any Acquired Company Contract relating to any Acquired Company Proprietary Asset in order to ensure that no condition under such Acquired Company Contract occurs that would reasonably be expected to result in, or would reasonably be expected to increase the likelihood of, (A) any transfer or disclosure by any Acquired Company of any Acquired Company Proprietary Asset, or (B) a release from any escrow of any Acquired Company Proprietary Asset that has been deposited or is required to be deposited in escrow under the terms of such Acquired Company Contract; (v) the Company shall promptly notify Parent of (A) any written notice or other communication of which the Company has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactionstransactions contemplated by this Agreement, and (B) any Legal Proceeding commenced, or, to the Knowledge of the Company, commenced or threatened against, relating to, to or involving or otherwise affecting any of the Company Acquired Companies that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case (x) as specifically required transactions contemplated by any other provision of this Agreement, ; and (yvi) as required the Company shall (to the extent reasonably requested by any applicable Legal Requirement, or (zParent) with cause its officers and the prior written consent officers of its Subsidiaries to report regularly to Parent concerning the status of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions's business.

Operation of the Company’s Business. (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during During the Pre-Closing Period: (i) the Company shall conduct ensure that each of the Acquired Corporations conducts its business and operations (A) in the ordinary course and in accordance with past practices and (B) in compliance, in all material respects, compliance with all applicable Legal Requirements and the requirements of all Company Acquired Corporation Contracts that constitute Material Contracts; (ii) the Company shall use commercially all reasonable efforts to preserve ensure that each of the Acquired Corporations preserves intact its current business organization, keep keeps available the services of its current officers and other employees and maintain maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having business relationships with the Companyrespective Acquired Corporations; (iii) the Company shall keep in full force all insurance policies referred to in Section 3.19 (other than any such policies that are immediately replaced with substantially similar policies)2.19; and (iv) the Company shall cause to be provided all notices, assurances and support required by any Acquired Corporation Contract relating to any Proprietary Asset in order to ensure that no condition under such Acquired Corporation Contract occurs that could result in, or could increase the likelihood of, (A) any transfer or disclosure by any Acquired Corporation of any Acquired Corporation Source Code, or (B) a release from any escrow of any Acquired Corporation Source Code that has been deposited or is required to be deposited in escrow under the terms of such Acquired Corporation Contract; (v) the Company shall promptly notify Parent of (A) any written notice or other communication of which the Company has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactionstransactions contemplated by this Agreement or the Stock Option Agreement, and (B) any Legal Proceeding commenced, or, to the Knowledge best of the Company, its knowledge threatened against, relating to, to or involving or otherwise affecting any of the Company Acquired Corporations that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case (x) as specifically required transactions contemplated by any other provision of this Agreement, ; and (yvi) as required the Company shall (to the extent requested by any applicable Legal Requirement, or (zParent) with cause its officers and the prior written consent officers of its Subsidiaries to report regularly to Parent concerning the status of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions's business.

Operation of the Company’s Business. From and after the date hereof and until the earlier of the Effective Time or the termination of this Agreement: (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during the Pre-Closing Period: (i) the Company and each of its subsidiaries shall conduct its their business and operations (Ai) in the ordinary course and in accordance with past practices and (Bii) in compliance, compliance in all material respects, respects with all applicable Legal Requirements Laws and the requirements of all Company Material Contracts that constitute Material Contracts(excluding events outside of the Company’s reasonable control); (iib) the Company and its subsidiaries shall use commercially reasonable efforts to preserve intact its their current business organizationorganizations, keep available maintain the services of its their current officers (including the Key Employees) and other employees and maintain its relations to preserve their relationships and goodwill with all material suppliers, customers, development partners, landlords, creditors, licensors, licensees, distributors, resellers, employees licensees and other Persons having business relationships with the Companyemployees; (iiic) the Company and its subsidiaries shall keep use commercially reasonable efforts to cause to be provided assurances and support required by any Contract relating to any Company Product in full force all insurance policies referred order to prevent any condition under such Contract from occurring that would reasonably be expected to result in Section 3.19 (other than i) any transfer by, or disclosure to a third party by, the Company or one of its subsidiaries of the source code for any portion of any Company Product or (ii) a release from any escrow of any source code that has been deposited or is required to be deposited in escrow under the terms of such policies that are immediately replaced with substantially similar policies)Contract; and (ivd) the Company shall promptly notify Parent of (Ai) any written notice or other communication (in writing or, to the Knowledge of which the Company has Knowledge Company, otherwise) from any Person alleging that the Consent consent or other agreement or approval of such Person is or may be required in connection with the Merger or any of the Contemplated Transactionstransactions contemplated hereby, and 000000000 x00 (Bxx) any Legal Proceeding commenced, or, to the Knowledge of the Company, threatened against, relating to, involving or otherwise affecting the Company that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except (in each case (x) as specifically required by any other provision of this Agreement, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, writing or, to the Knowledge of Parentthe Company, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to otherwise) against the consummation of the Offer or the Merger Company or any of its subsidiaries. Without limiting any of the other Contemplated Transactionsforegoing, neither the Company nor any of its subsidiaries shall take (or agree to take), without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed) any action that, if taken prior to the date hereof, would have been required to be disclosed pursuant to the terms of Section 2.10(a), (b), (c), (f), (g), (h), (i), (j), (k), (l), (m), (n), (o), (p), (q), (r), (s) or (t). Notwithstanding anything to the contrary set forth in this Section 4.1, the Company and its subsidiaries may take any action set forth in Schedule 4.1 from and after the date hereof.

Operation of the Company’s Business. (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during During the Pre-Closing Period, unless Parent has given its prior written consent: (i) the Company shall conduct ensure that each of the Acquired Corporations conducts its business and operations (A) in the ordinary course and in accordance with past practices practices; and (Bii) the Company shall use reasonable efforts to ensure that each of the Acquired Corporations (A) conducts its business and operations in compliance, in all material respects, compliance with all applicable Legal Requirements and the requirements of all Company Contracts that constitute Material Contracts; , (iiB) the Company shall use commercially reasonable efforts to preserve preserves intact its current business organization, keep (C) keeps available the services of its current officers and other employees and maintain (D) maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having material business relationships with the Companyrespective Acquired Corporations; (iii) the Company shall keep in full force all insurance policies referred to in Section 3.19 2.19; (other than iv) the Company shall cause to be provided all notices, assurances and support required by any Company Contract relating to any Intellectual Property or Intellectual Property Right in order to ensure that no condition under such policies Company Contract occurs that are immediately replaced with substantially similar policies)could result in: (A) any transfer or disclosure by any Acquired Corporation of any Company Source Code; or (B) a release from any escrow of any Company Source Code that has been deposited or is required to be deposited in escrow under the terms of such Company Contract; (v) the Company shall properly withhold and remit to the appropriate Governmental Body all withholding Taxes; and (ivvi) the Company shall promptly notify Parent of in writing of: (A) any written notice or other written communication of which the Company has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, ; and (B) any Legal Proceeding or material claim that is commenced, or, to the Knowledge of the Company's Knowledge, threatened threatened, against, relating to, to or involving or otherwise affecting the Company that relates to the consummation of the Offer or the Merger or in any material respect any of the other Contemplated Transactions. Except in each case (x) as specifically required by any other provision of this Agreement, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, Acquired Corporations or, to the Knowledge Company's Knowledge, any director, officer or key employee of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated TransactionsAcquired Corporations. The Company shall consult with Parent regarding the Company's efforts to amend the agreements referenced in Section 4.4 and shall obtain Parent's prior written approval before entering into any such amendment (which consent shall not be unreasonably withheld, delayed or conditioned if the terms of such amendment are reasonably satisfactory to Parent).

Operation of the Company’s Business. (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during During the Pre-Closing Period: (i) except (x) as required by this Agreement or as required by applicable Legal Requirements, (y) with the written consent of Buyer, or (z) as set forth in Part 4.2 of the Company Disclosure Schedule, the Company shall conduct ensure that each of the Acquired Corporations conducts in all material respects its business and operations (A) in the ordinary course and in accordance consistent with past practices practice and shall use commercially reasonable efforts to (A) preserve intact the business organization and material assets of the Acquired Corporations, and (B) maintain in compliance, in effect all material respects, with all applicable Legal Requirements of the Governmental Authorizations of the Acquired Corporations; and the requirements of all Company Contracts that constitute Material Contracts; (ii) the Company shall use commercially reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and other employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having business relationships with the Company; (iii) the Company shall keep in full force all insurance policies referred to in Section 3.19 (other than any such policies that are immediately replaced with substantially similar policies); and (iv) the Company shall promptly notify Parent Buyer of (A) any written knowledge of any notice or other communication of which the Company has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactionstransactions contemplated by this Agreement, and (B) any Legal Proceeding commenced, or, to the Knowledge its knowledge threatened, relating to or involving any of the Company, threatened against, relating to, involving or otherwise affecting the Company Acquired Corporations that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case (x) as specifically required transactions contemplated by any other provision of this Agreement, (yC) as required by any applicable Legal Requirementknowledge of any inaccuracy or breach of any representation or warranty or breach of covenant or agreement contained in this Agreement that could reasonably be expected to cause, in the case of Buyer, any of the conditions set forth in Section 6.1 or (z) with Section 6.2 not to be satisfied, and, in the prior written consent case of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactionsconditions set forth in Section 6.1 or Section 6.3 not to be satisfied, and (BD) any Legal Proceeding commencednotification (written or verbal) from any Material Customer that there would be an adverse change in the relations between the Company and such Material Customer, orincluding that any such Material Customer would cease to order products or services from the Acquired Corporation, to would reduce the Knowledge quantity of Parentproducts or services it orders, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to would seek a reduction in the consummation prices of the Offer products sold or the Merger or any of the other Contemplated Transactionsservices rendered.

Operation of the Company’s Business. (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during During the Pre-Closing Period: (i) the Company shall conduct ensure that each of the Acquired Corporations conducts its business and operations operations: (A1) in the ordinary course and in accordance with past practices practices; and (B2) in compliance, compliance in all material respects, respects with all applicable Legal Requirements Requirements; (ii) the Company shall use reasonable efforts to ensure that each of the Acquired Corporations preserves intact its current business organization, keeps available the services of its current officers and other employees, complies with the requirements of all Company Contracts that constitute Material Contracts; (ii) the Company shall use commercially reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and other employees and maintain maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having business relationships with the Companyrespective Acquired Corporations; (iii) the 40. Company shall keep in full force all insurance policies referred to in Section 3.19 2.20 (other than any such policies that are immediately replaced with substantially similar policies); and (iv) the Company shall promptly notify Parent of of: (A1) any written notice or other communication of which the Company has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, ; and (B2) any Legal Proceeding against or involving any of the Acquired Corporations that is commenced, or, to the Knowledge knowledge of the Company, threatened against, relating to, involving or otherwise affecting the Company that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case Acquired Corporations; (xv) as specifically required the Company shall (to the extent reasonably requested by any other provision Parent) cause its officers and the officers of this Agreement, (y) as required by any applicable Legal Requirement, or (z) with its Subsidiaries to report regularly to Parent concerning the prior written consent status of the Company’s business; (vi) the Company shall (to the extent reasonably requested by Parent) use its commercially reasonable efforts to (and otherwise cooperate with Parent to) transfer any cash, during cash equivalents and short-term investments (“Cash”) held by the PreCompany outside of the United States to (and hold such Cash in) the United States and to minimize any Tax Liabilities resulting therefrom (it being understood, however, that the Company shall not be required to incur any material Tax Liabilities as a result of such transfers unless either (1) such Tax Liabilities relate exclusively to post-Closing Period, periods or (2) Parent shall promptly notify agrees to reimburse the Company of for any such Tax Liabilities if the Closing does not occur); (Avii) any written notice or other communication of which Parent has Knowledge from any Person alleging that subject to clause (vi), the Consent of such Person is or may be required Company shall preserve and maintain its Cash balances in connection a manner consistent with any of past practice (subject to expenditures related to the Contemplated Transactions, ); and (Bviii) any Legal Proceeding commenced, or, to the Knowledge of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to Company shall comply in all material respects with the consummation terms and conditions of the Offer or the Merger or any of the other Contemplated TransactionsFinal Judgment.

Operation of the Company’s Business. (a) Except in each case During the Pre-Closing Period (x) except as specifically expressly required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during which shall not be unreasonably withheld with respect to the Pre-Closing Period: action required by clause “(iv)”): (i) the Company shall cause each of the Acquired Corporations to conduct its business and operations operations: (A) in the ordinary course and in accordance with past practices practices; and (B) in compliance, in all material respects, compliance with all applicable Legal Requirements and the requirements of all Company Contracts that constitute Material Contracts; (ii) the Company shall use commercially reasonable efforts to cause each of the Acquired Corporations to preserve intact its their current business organization, ; (iii) the Company shall use reasonable efforts to cause each of the Acquired Corporations to keep available the services of its current officers and other employees and maintain its their relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having material business relationships with the Companyrespective Acquired Corporations; (iiiiv) the Company shall keep in full 42 force all insurance policies referred to in Section 3.19 2.19 (other than any such policies that are immediately replaced with substantially similar policies); (v) the Company shall cause to be provided all notices, assurances and support required by any Company Contract relating to any Intellectual Property or Intellectual Property Right in order to ensure that no condition under such Company Contract occurs that could result in, or could increase the likelihood of: (ivA) any transfer or disclosure by any Acquired Corporation of any Company Source Code; or (B) a release from any escrow of any Company Source Code that has been deposited or is required to be deposited in escrow under the terms of such Company Contract; (vi) the Company shall promptly notify Parent of of: (A) any written notice or other communication of which the Company has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, ; and (B) any Legal Proceeding commenced, or, to the Knowledge of the Company, threatened against, relating to, involving or otherwise affecting the Company that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case (x) as specifically required by any other provision of this Agreement, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging Acquired Corporations that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge knowledge of Parentthe Company, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated TransactionsAcquired Corporations; and (vii) the Company shall (to the extent requested by Parent) cause its officers and the officers of its Subsidiaries to report regularly to Parent concerning the status of the Company’s business.

Operation of the Company’s Business. (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during the Pre-Closing Period: (i) the Company shall conduct use its commercially reasonable efforts to ensure that each of the Acquired Entities conducts its business and operations (A) in the ordinary course and in accordance with past practices and (B) in compliance, in all material respects, with all applicable Legal Requirements and the requirements of all Company Contracts that constitute Material Contracts; (ii) the Company shall use commercially reasonable efforts to preserve ensure that each Acquired Entity preserves intact its current business organization, keep keeps available the services of its current officers and other key employees and maintain maintains its relations and goodwill with all material (individually or in the aggregate) suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having business relationships with the Companysuch Acquired Entity; (iii) the Company shall keep in full force all insurance policies referred to in Section 3.19 (other than any such policies that are immediately replaced with substantially similar policies); and (iv) the Company shall promptly notify Parent of (A) any written notice or other communication of which the Company has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of the Company, threatened in writing against, relating to, involving or otherwise affecting the Company any Acquired Entity that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case (x) as specifically required by any other provision of this Agreement, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions.

Operation of the Company’s Business. (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during During the Pre-Closing Period: (i) the Company shall conduct ensure that each of the Acquired Corporations conducts its business and operations operations: (A) in the ordinary course and in accordance with past practices practices; and (B) in compliance, in all material respects, compliance with all applicable Legal Requirements and with the requirements of all Company Contracts that constitute Material Contracts; (ii) the Company shall use commercially reasonable efforts to preserve ensure that each of the Acquired Corporations preserves intact its current business organization, keep keeps available the services of its current officers and other key employees and maintain maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having material business relationships with the Companyrespective Acquired Corporations; (iii) the Company shall use commercially reasonable efforts to keep in full force all insurance policies referred to in Section 3.19 2.26 (other than any such policies that are immediately replaced with substantially similar policies); and (iv) the Company shall cause to be provided all notices, assurances and support required by any Material Contract relating to any Intellectual Property or Intellectual Property Right in order to ensure that no condition under such Material Contract occurs that could result in, or could increase the likelihood of, (A) any transfer or disclosure by any Acquired Corporation of any source code for any Company Product Software or (B) a release from any escrow of any source code for any Company Product Software that has been deposited or is required to be deposited in escrow under the terms of such Material Contract; (v) the Company shall promptly notify Parent in writing of (A) any written notice or other communication of which the Company has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, Transactions and (B) any Legal Proceeding commenced, or, to the Knowledge of the Company, threatened against, relating to, involving or otherwise affecting any of the Company Acquired Corporations that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case ; and (xvi) as specifically required the Company shall (to the extent requested by any other provision of this Agreement, (y) as required by any Parent and permitted under applicable Legal Requirement, or (zRequirements) with cause the prior written consent officers of the Company, during Acquired Corporations to report regularly to Parent concerning the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any status of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated TransactionsAcquired Corporations’ businesses.

Operation of the Company’s Business. (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during During the Pre-Closing PeriodPeriod the Company shall: (i) ensure that the Company shall conduct and each of its Subsidiaries conducts its business and operations (A) only in the ordinary course and in accordance with past practices practices, and (B) in compliance, in all material respects, compliance with all applicable Legal Requirements and the requirements of all Company Contracts that constitute Material Contracts; (ii) the Company shall use commercially reasonable efforts to preserve ensure that the Company and each of its Subsidiaries preserves intact its current business organization, keep keeps available the services of its current officers and other employees and maintain maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having business relationships with the CompanyCompany or any of its Subsidiaries; (iii) the Company shall keep in full force and effect (with the same scope and limits of coverage) all insurance policies referred in effect as of the date of this Agreement covering all material assets of the Company and each of its Subsidiaries; (iv) to in Section 3.19 (other than any such policies that are immediately replaced with substantially similar policies)the extent reasonably requested by Investor, cause its officers to provide updates to Investor concerning the status of the Company’s or its Subsidiaries’ businesses; and (ivv) ensure that all Liquor Licenses required from any Liquor Authorities for the ownership, use, or operation of the businesses or properties now owned or operated by the Company shall promptly notify Parent and its Subsidiaries are in full force and effect, and that each of (A) any written notice or other communication of which the Company has Knowledge from and its Subsidiaries are in material compliance with all of the provisions thereof applicable to it. The Company hereby covenants and agrees that it will not take any Person alleging action that would adversely impact or otherwise delay the Consent Company in obtaining the approval of any Liquor Authorities to maintain the Liquor Licenses after the Closing required for the ownership, use, or operation of the businesses or properties now owned or operated by the Company and its Subsidiaries or in obtaining temporary or new Liquor Licenses in replacement of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of the Company, threatened against, relating to, involving or otherwise affecting the Company that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case (x) as specifically required by any other provision of this Agreement, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated TransactionsLiquor Licenses.

Operation of the Company’s Business. (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during During the Pre-Closing Period: (i) the Company shall conduct ensure that each of the Acquired Corporations conducts its business and operations (A) in the ordinary course and in accordance with past practices and (B) in compliance, in all material respects, compliance with all applicable material Legal Requirements and the requirements of all Company Acquired Corporation Contracts that constitute Material Contracts; (ii) the Company shall use commercially reasonable efforts to preserve ensure that each of the Acquired Corporations preserves intact its current business organization, keep keeps available the services of its current officers and other employees and maintain maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having business relationships with the Companyrespective Acquired Corporations; (iii) the Company shall keep in full force all insurance policies referred to in Section 3.19 (other than any such policies that are immediately replaced with substantially similar policies)2.21; and (iv) the Company shall provide all notices required by any Material Contract; (v) the Company shall promptly notify Parent of (A) any written notice or other communication of which the Company has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactionstransactions contemplated by this Agreement, and (B) any Legal Proceeding commenced, or, to the Knowledge of the Company, commenced or threatened in writing against, relating to, to or involving or otherwise affecting the Company that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case Acquired Corporations; (xvi) as specifically required the Company shall (to the extent requested by any other provision of this Agreement, (yParent) as required by any applicable Legal Requirement, or (z) with cause its officers to report regularly to Parent concerning the prior written consent status of the Company, during the Pre-Closing Period, Parent shall promptly notify 's business; and (vii) the Company of (A) shall disclose to Parent any written notice interparty administrative patent proceedings including, without limitation, proceedings with respect to any patent interferences or other communication of which limitations that are commenced or threatened in writing and shall also disclose to Parent has Knowledge from any Person alleging development in discussions or proceedings between the Acquired Corporations and any academic institution that the Consent of such Person is or may be required in connection are with respect to any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated TransactionsAcquired Corporation Intellectual Property.

Operation of the Company’s Business. (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during During the Pre-Closing Period: (i) the Company shall conduct ensure that each of the Acquired Corporations conducts its business and operations (A) in the ordinary course and in accordance with past practices and (B) in compliance, in all material respects, compliance with all applicable Legal Requirements and the requirements of all Company Acquired Corporation Contracts that constitute Material Contracts; (ii) the Company shall use commercially all reasonable efforts to preserve ensure that each of the Acquired Corporations preserves intact its current business organization, keep keeps available the services of its current officers and other employees and maintain maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having business relationships with the Companyrespective Acquired Corporations; (iii) the Company shall keep in full force all insurance policies referred to in Section 3.19 (other than any such policies that are immediately replaced with substantially similar policies)2.19; and (iv) the Company shall provide all notices, assurances and support required by any Acquired Corporation Contract relating to any Proprietary Asset in order to ensure that no condition under such Acquired Corporation Contract occurs that could result in, or could increase the likelihood of, (A) any transfer or disclosure by any Acquired Corporation of any Acquired Corporation Source Code, or (B) a release from any escrow of any Acquired Corporation Source Code that has been deposited or is required to be deposited in escrow under the terms of such Acquired Corporation Contract; (v) the Company shall promptly notify Parent of (A) any written notice or other communication of which the Company has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactionstransactions contemplated by this Agreement, and (B) any Legal Proceeding commenced, or, to the Knowledge best of the Company, its knowledge threatened against, relating to, to or involving or otherwise affecting any of the Company Acquired Corporations that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case (x) as specifically required transactions contemplated by any other provision of this Agreement, ; and (yvi) as required the Company shall (to the extent requested by any applicable Legal Requirement, or (zParent) with cause its officers and the prior written consent officers of its Subsidiaries to report regularly to Parent concerning the status of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions's business.

Operation of the Company’s Business. (a) Except in each case During the Pre-Closing Period, except (w) as may be required by applicable Law, (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of ParentParent (which consent shall not be unreasonably withheld, during conditioned or delayed), (y) as expressly required by this Agreement or (z) as set forth in Section 4.2(a) of the Pre-Closing PeriodDisclosure Schedule: (i) the Company shall conduct conduct, and shall ensure that each of the Company’s controlled Subsidiaries (excluding, for the avoidance of doubt, GAC) conducts, and shall use reasonable best efforts to cause (including by exercising any rights under any applicable governing document) each of the other Acquired Companies to conduct, its business and operations (A) in the ordinary course and in accordance consistent with past practices and (B) in compliance, in all material respects, with all applicable Legal Requirements and the requirements of all Company Contracts that constitute Material Contractspractices; (ii) the Company shall use commercially reasonable efforts to ensure that the Company and each of its controlled Subsidiaries (excluding, for the avoidance of doubt, GAC) preserves intact, and to cause (including by exercising any rights under any applicable governing document) each of the other Acquired Companies to preserve intact intact, its current business organization, keep keeps available the services of its current officers and other employees (other than for routine terminations in the ordinary course of business consistent with past practice of employees who are not Key Employees) and maintain key service providers and maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having material business relationships with the such Acquired Company; (iii) the Company shall keep in full force all insurance policies referred to in Section 3.19 (other than any such policies that are immediately replaced with substantially similar policies); and (iviii) the Company shall promptly notify Parent of (A) the receipt of any written notice or other communication of which the Company has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of the Company, threatened against, relating to, involving or otherwise affecting the Company that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case (x) as specifically required by any other provision of this Agreement, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions.

Operation of the Company’s Business. (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during During the Pre-Closing Period, except as set forth in Schedule 5.2: (i) the Company shall conduct ensure that each of the Acquired Corporations conducts its business and operations (A) in the ordinary course and in accordance with past practices (including not accelerating the collection of receivables or delaying the payment of payables), and (B) in compliance, in all material respects, compliance with all applicable Legal Requirements and the requirements of all Company Contracts that constitute each Material ContractsContract; (ii) the Company shall use commercially reasonable efforts to preserve ensure that each of the Acquired Corporations preserves intact its current business organization, keep keeps available the services of its current officers and other key employees and maintain maintains its relations and goodwill with all its material suppliers, customers, development partners, landlords, creditors, licensors, licensees, distributors, resellers, key employees and other Persons having material business relationships with the Companyrespective Acquired Corporations; (iii) the Company shall use commercially reasonable efforts to keep in full force all insurance policies referred to in Section 3.19 (other than 2.17 and, if any such policies that are immediately insurance policy is scheduled to expire during the Pre-Closing Period, the Company shall use commercially reasonable efforts to cause such insurance policy to be renewed or replaced (on terms and with coverage substantially similar policies)equivalent to the terms and coverage of the expiring insurance policy) on or prior to the date of expiration of such insurance policy; and (iv) the Company shall cause to be provided all notices and support required by any Company Contract relating to any Intellectual Property or Intellectual Property Right in order to ensure that no condition under such Company Contract occurs that could result in, or could increase the likelihood of, (A) any transfer or disclosure by any Acquired Corporation of the source code for any portion of the Company Software, or (B) a release from any escrow of any source code for any Company Software that has been deposited or is required to be deposited in escrow under the terms of such Company Contract; (v) the Company shall promptly notify Parent of (A) any written notice or (to the Knowledge of the Company) other communication of which the Company has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of the Company, threatened against, relating to, to or involving or otherwise affecting the Company that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case Acquired Corporations; and (xvi) as specifically required the Company shall (to the extent requested by any other provision Parent) cause its officers and the officers of this Agreement, (y) as required by any applicable Legal Requirement, or (z) its Subsidiaries to report to Parent with reasonable frequency concerning the prior written consent status of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company business of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactionseach Acquired Corporation.

Operation of the Company’s Business. (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during During the Pre-Closing Period: (i) the Company shall conduct ensure that each of the Acquired Corporations conducts its business and operations (A) in the ordinary course and in accordance with past practices and (B) in compliance, in all material respects, compliance with all applicable Legal Requirements and the requirements of all Company Acquired Corporation Contracts that constitute Material Contracts; (ii) the Company shall use commercially reasonable efforts to preserve ensure that each of the Acquired Corporations preserves intact its current business organization, keep keeps available the services of its current officers and other employees and maintain maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having business relationships with the Companyrespective Acquired Corporations; (iii) the Company shall keep in full force all insurance policies referred to in Section 3.19 (other than any such policies that are immediately replaced with substantially similar or reasonably equivalent policies); (iv) the Company shall cause to be provided all notices, assurances and support required by any Acquired Corporation Contract relating to any Acquired Corporation IP in order to ensure that no condition under such Acquired Corporation Contract occurs that could reasonably be expected to result in, or could reasonably be expected to increase the likelihood of, (A) any transfer or disclosure by any Acquired Corporation of any material Acquired Corporation Source Code, or (B) a release from any escrow of any material Acquired Corporation Source Code that has been deposited or is required to be deposited in escrow under the terms of such Acquired Corporation Contract; and (ivv) the Company shall promptly notify Parent of (A) any written notice or other communication of which the Company has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of the Company, its knowledge threatened against, relating to, to or involving or otherwise affecting any of the Company Acquired Corporations that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case (x) as specifically required by any other provision of this Agreement, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions.

Operation of the Company’s Business. (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during During the Pre-Closing Period: (i) the Company shall conduct ensure that each of the Acquired Corporations conducts its business and operations (A) in the ordinary course and in accordance with past practices and (B) in compliance, in all material respects, compliance with all applicable Legal Requirements and the requirements of all Company Acquired Corporation Contracts that constitute Material Contracts; (ii) the Company shall use commercially all reasonable efforts to preserve ensure that each of the Acquired Corporations preserves intact its current business organization, keep keeps available the services of its current officers and other employees and maintain maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having business relationships with the Companyrespective Acquired Corporations; (iii) the Company shall keep in full force all insurance policies referred to in Section 3.19 (other than any such policies that are immediately replaced with substantially similar policies)2.19; and (iv) the Company shall promptly notify Parent of provide all notices, assurances and support required by any Acquired Corporation Contract relating to any Acquired Corporation Proprietary Asset in order to ensure that no condition under such Acquired Corporation Contract occurs which could result in, or could increase the likelihood of, (A) any written notice transfer or other communication disclosure by any Acquired Corporation of which the Company has Knowledge from any Person alleging that the Consent of such Person is Acquired Corporation Source Code, or may be required in connection with any of the Contemplated Transactions, and (B) a release from any Legal Proceeding commenced, or, escrow of any Acquired Corporation Source Code which has been deposited or is required to be deposited in escrow under the terms of such Acquired Corporation Contract; and (v) the Company shall (to the Knowledge extent requested by Parent) cause its officers and the officers of its Subsidiaries to report regularly to Parent concerning the status of the Company, threatened against, relating to, involving or otherwise affecting the Company that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case (x) as specifically required by any other provision of this Agreement, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions's business.

Operation of the Company’s Business. (a) Except in each case (x) During the Pre-Closing Period, except as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a4.2(b) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during the Pre-Closing Period: (i) the Company shall use commercially reasonable efforts to cause each of the Acquired Corporations to conduct its business and operations (A) in the ordinary course and in accordance with past practices practices, and (B) in compliance, in all material respects, compliance with all applicable Legal Requirements and the requirements of all Company Acquired Corporation Contracts that constitute Material Contracts; (ii) the Company shall use commercially reasonable efforts to preserve ensure that each Acquired Corporation preserves intact its current business organization, keep keeps available the services of its current officers and other employees and maintain maintains its relations and goodwill with all material suppliers, customers, development partners, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having business relationships with the Companysuch Acquired Corporation; (iii) the Company shall keep in full force all insurance policies referred to in Section 3.19 (other than any such policies that are immediately replaced with substantially similar policies)2.17; and (iv) the Company shall cause to be provided all notices, assurances and support required by each Acquired Corporation Contract relating to any Intellectual Property or Intellectual Property Right in order to ensure that no condition under such Acquired Corporation Contract occurs that results in (A) any disclosure, licensing, delivery or distribution by any Acquired Corporation of the source code for any portion of the Acquired Corporation Software, or (B) a release from any escrow of any source code that has been deposited or is required to be deposited in escrow under the terms of such Acquired Corporation Contract; (v) the Company shall promptly notify Parent of (A) any written notice or other communication of which the Company has Knowledge (in writing or otherwise) from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of the Company, threatened against, relating to, involving by or otherwise affecting the Company that relates to the consummation of the Offer or the Merger or against any of the other Contemplated Transactions. Except in Acquired Corporations; and (vi) the Company shall ensure that each case (x) as specifically of the Acquired Corporations fully complies with any employee consultation process required by any other provision of this Agreement, (y) as required by any under applicable Legal Requirement, or (z) Requirements with the prior written consent respect to any employee located outside of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated TransactionsUnited States.

Operation of the Company’s Business. (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during During the Pre-Closing Period: (i) the Company shall conduct ensure that each of the Acquired Corporations conducts its business and operations (A) in the ordinary course and in accordance with past practices practices, and (B) in compliance, compliance in all material respects, respects with all applicable Legal Requirements and the material requirements of all Company Acquired Corporation Contracts that constitute Material Contracts; (ii) the Company shall use commercially reasonable efforts to preserve ensure that each of the Acquired Corporations preserves intact its current business organization, keep keeps available the services of its current officers and other key employees and maintain maintains its relations and goodwill with all material suppliers, customers, development partners, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having material business relationships with the Companyrespective Acquired Corporations; (iii) the Company shall keep in full force all each material insurance policies policy referred to in Section 3.19 (other than 2.17 and, if any such policies insurance policy is scheduled to expire during the Pre-Closing Period, the Company shall cause such insurance policy to be renewed or replaced (on terms and with coverage substantially equivalent to the terms and coverage of the expiring insurance policy) on or prior to the date of expiration of such insurance policy; (iv) the Company shall cause to be provided all notices, and shall use commercially reasonable efforts to cause to be provided all assurances and support, required by any Acquired Corporation Contract relating to any Acquired Corporation Software in order to ensure that are immediately replaced with substantially similar policies)no condition under such Acquired Corporation Contract occurs that would reasonably be expected to result in (A) any transfer by, or disclosure to a third party by, any Acquired Corporation of the source code for any portion of the Acquired Corporation Software, or (B) a release from any escrow of any source code that has been deposited or is required to be deposited in escrow under the terms of such Acquired Corporation Contract; and (ivv) the Company shall promptly notify Parent of (A) any written notice or other communication (in writing 37. or, to the Knowledge of which the Company has Knowledge Company, otherwise) from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any material Legal Proceeding commenced, or, to the Knowledge of the Company, threatened against, relating to, to or involving or otherwise affecting the Company that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case (x) as specifically required by any other provision of this Agreement, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated TransactionsAcquired Corporations, and (BC) any Legal Proceeding commenced, or, change in or modification to the Knowledge Stated Value (as defined in the Company’s Second Amended and Restated Certificate of Parent, threatened against, relating to, involving Incorporation) or otherwise affecting Parent the conversion price or Acquisition Sub that relates to the consummation conversion ratio of the Offer or the Merger or any of the other Contemplated TransactionsCompany Preferred Stock.

Operation of the Company’s Business. (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a4.3(a) of the Company Disclosure Schedule, (y) as expressly contemplated by this Agreement, as required by any applicable Legal RequirementLaw or unless Yumanity shall otherwise consent in writing (such consent not to be unreasonably withheld, delayed or (z) with the prior written consent of Parentconditioned), during the Pre-Closing Period: (i) each of the Company and its Subsidiaries shall conduct its business and operations operations: (A) in the ordinary course and in accordance with past practices Ordinary Course of Business; and (B) in compliance, in all material respects, compliance with all applicable Legal Requirements and in material compliance with the requirements of all Company Contracts that constitute Company Material Contracts; (ii) each of the Company and its Subsidiaries shall use commercially reasonable efforts to preserve intact its current business organization, keep available the services of its current officers Key Employees and other employees and officers and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having material business relationships with the CompanyCompany or its Subsidiaries; and (iii) the Company shall keep in full force all insurance policies referred to in Section 3.19 (other than any such policies that are immediately replaced with substantially similar policies); and (iv) the Company shall promptly notify Parent of Yumanity of: (A) any written notice or other communication of which the Company has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and ; (B) any Legal Proceeding against, relating to, involving or otherwise affecting the Company or any of its Subsidiaries that is commenced, or, to the Knowledge of the Company, threatened against, relating to, involving or otherwise affecting the Company that relates to the consummation of the Offer or the Merger or any of its Subsidiaries after the other Contemplated Transactions. Except in each case (x) as specifically required by any other provision date of this Agreement, ; and (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (AC) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of Parentthe Company, threatened againstother communication from any Person alleging that any material payment or other material obligation is or will be owed to such Person at any time before or after the date of this Agreement, relating toexcept for invoices or other communications related to agreements or dealings in the Ordinary Course of Business, involving payments or otherwise affecting Parent or Acquisition Sub that relates obligations related to the consummation of Contemplated Transactions or payments or obligations identified in this Agreement, including the Offer or the Merger or any of the other Contemplated TransactionsCompany Disclosure Schedule.

Operation of the Company’s Business. (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during During the Pre-Closing Period: (i) the Company shall conduct ensure that each of the Acquired Corporations conducts its business and operations operations: (A) in the ordinary course and in accordance with past practices practices; and (B) in compliance, in all material respects, compliance with all applicable Legal Requirements and the requirements of all Company Contracts that constitute Material Contracts; (ii) the Company shall use commercially reasonable efforts to preserve ensure that each of the Acquired Corporations preserves intact its current business organization, keep keeps available the services of its current officers and other employees (except as Parent may direct pursuant to Section 4.4) and maintain maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having business relationships with the Companyrespective Acquired Corporations; (iii) the Company shall keep in full force all insurance policies referred to in Section 3.19 (other than any such policies that are immediately replaced with substantially similar policies)2.19; and (iv) the Company shall cause to be provided all notices, assurances and support required by any Company Contract relating to any Intellectual Property or Intellectual Property Right where the provision of such notices, assurances and support would ensure that no condition under such Company Contract occurs that could result in, or could increase the likelihood of: (A) any transfer or disclosure by any Acquired Corporation of any Company Source Code; or (B) a release from any escrow of any Company Source Code that has been deposited or is required to be deposited in escrow under the terms of such Company Contract; (v) the Company shall promptly notify Parent of of: (A) any written notice or other communication of which the Company has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, ; and (B) any Legal Proceeding against, relating to or involving or otherwise affecting any of the Acquired Corporations that is commenced, or, to the Knowledge of the Company, threatened against, relating to, to or involving or otherwise affecting the Company that relates to the consummation of the Offer or the Merger or any of the Acquired Corporations after the date of this Agreement or any material developments in any Legal Proceedings disclosed in the Disclosure Letter; (vii) the Company shall (to the extent requested by Parent) cause its officers and the officers of its Subsidiaries to report to Parent concerning the status of the Company’s business and (viii) the Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors at Parent’s own expense (provided that the Company may nevertheless determine and conduct the defense or settlement of any Company Stockholder Litigation in its sole discretion, subject to compliance with the other Contemplated Transactions. Except in each case (x) as specifically required by any other provision provisions of this Agreement, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions).

Operation of the Company’s Business. (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during During the Pre-Closing Period, except: (w) as set forth in Part 4.2 of the Disclosure Schedule; (x) as otherwise expressly contemplated by this Agreement; (y) to the extent consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned); or (z) as required by applicable Legal Requirements: (i) the Company shall conduct ensure that each of the Acquired Corporations conducts its business and operations (A) in all material respects in the ordinary course and in accordance with past practices practices; (ii) the Company shall use its reasonable best efforts to ensure that each of the Acquired Corporations conducts its business and (B) operations in compliance, compliance in all material respects, respects with all applicable Legal Requirements and the requirements of all Company Contracts that constitute Material Contracts; (iiiii) the Company shall use commercially reasonable efforts to preserve ensure that each of the Acquired Corporations preserves intact in all material respects its current business organization, keep keeps available the services of its current officers and other employees and maintain maintains in all material respects its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having business relationships with the Company; (iii) the Company shall keep in full force all insurance policies referred to in Section 3.19 (other than any such policies that are immediately replaced with substantially similar policies)respective Acquired Corporations; and (iv) the Company shall promptly notify Parent of of: (A) any written notice or other communication of which the Company has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with the Merger or any of the Contemplated Transactions, other transactions contemplated by this Agreement; and (B) any Legal Proceeding commenced, or, to the Knowledge of the Company’s Knowledge, threatened against, relating to, involving or otherwise affecting any of the Company Acquired Corporations that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case (x) as specifically required transactions contemplated by any other provision of this Agreement, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions.

Operation of the Company’s Business. (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during During the Pre-Closing Period: (i) the Company shall conduct use commercially reasonable efforts to ensure that each of the Acquired Companies conducts its business businesses and operations (A) in the ordinary course and in accordance consistent with past practices and (B) in compliance, compliance in all material respects, respects with all applicable Legal Requirements Law (including the WARN Act) and the requirements of all Company Contracts that constitute Material Specified Contracts; (ii) the Company shall use all commercially reasonable efforts to preserve ensure that each of the Acquired Companies preserves intact in all material respects its current business organization, keep keeps available the services of its current officers and other employees and maintain maintains its existing material relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having business relationships with any of the CompanyAcquired Companies; (iii) the Company shall keep in full force all insurance policies Insurance Policies referred to in Section 3.19 3.20 or comparable replacement or renewal policies; (iv) the Company shall use commercially reasonable efforts to cause to be provided all notices, assurances and support required by any Specified Contract (other than Contracts for the purchase, lease and/or maintenance of Commercially Available Software) relating to any Software or Intangibles in order to ensure that no condition under such policies Specified Contract occurs that are immediately replaced with substantially similar policies)could result in (A) any transfer or disclosure by any Acquired Company of any source code, or (B) a release from any escrow of any source code that has been deposited or is required to be deposited in escrow under the terms of such Specified Contract; and (ivv) the Company shall promptly notify Parent of (A) any written notice or other communication of which the Company has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of the Company, threatened against, relating to, involving or otherwise affecting the Company that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case (x) as specifically required transactions contemplated by any other provision of this Agreement, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions.

Operation of the Company’s Business. (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during During the Pre-Closing Period: (i) the Company shall conduct ensure that each of the Acquired Corporations conducts its business and operations (A) in the ordinary course and in accordance with past practices and (B) in compliance, in all material respects, compliance with all applicable Legal Requirements and the requirements of all Company Acquired Corporation Contracts that constitute Material Contracts; (ii) the Company shall use all commercially reasonable efforts to preserve ensure that each of the Acquired Corporations preserves intact its current business organization, keep keeps available the services of its current officers and other employees and maintain maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having business relationships with the Companyrespective Acquired Corporations; (iii) the Company shall keep in full force all insurance policies referred to in Section 3.19 (other than any such policies that are immediately replaced with substantially similar policies)2.19; and (iv) the Company shall provide all notices, assurances and support required by any Acquired Corporation Contract relating to any Proprietary Asset in order to ensure that no condition under such Acquired Corporation Contract occurs which could result in, or could increase the likelihood of, (A) any transfer or disclosure by any Acquired Corporation of any Acquired Corporation Source Code that is outside the Company's ordinary course of business or inconsistent with past practices, or (B) a release from any escrow of any Acquired Corporation Source Code which has been deposited or is required to be deposited in escrow under the terms of such Acquired Corporation Contract; (v) the Company shall promptly notify Parent of (A) any written notice or other communication of which the Company has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactionstransactions contemplated by this Agreement, and (B) any Legal Proceeding commenced, Proceedings commenced or, to the Knowledge best of the Company, its knowledge threatened against, relating to, to or involving or otherwise affecting any of the Company that relates Acquired Corporations which relate to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case (x) as specifically required transactions contemplated by any other provision of this Agreement, ; and (yvi) as required the Company shall (to the extent requested by any applicable Legal Requirement, or (zParent) with cause its officers to report regularly to Parent concerning the prior written consent status of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions's business.

Operation of the Company’s Business. (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) on Section 4.3 of the Company Disclosure Schedule, (y) as required by any applicable Legal Requirement, Schedule or (z) in connection with the prior written consent consummation of Parentthe Contemplated Transactions, during the Pre-Closing Period: (i) the Company shall conduct its the business and operations (A) of the Company in the ordinary course Ordinary Course of Business and in accordance with past practices and (B) in compliance, in all material respects, compliance with all applicable Legal Requirements Laws and the requirements of all Company Contracts that constitute Company Material Contracts; provided that during any period of full or partial suspension of operations related to COVID-19, the Company may take such actions as are reasonably necessary (A) to protect the health and safety of the Company’s employees and other individuals having business dealings with the Company and/or (B) to respond to third-party supply or service disruptions caused by COVID-19, including, but not limited to the COVID-19 Measures, and any such actions taken (or not taken), to the extent reasonable and prudent from a business perspective at the time of the taking or omission of such actions, shall be deemed to be taken in the “Ordinary Course of Business” and not be considered a breach of this Section 4.3; provided, further, that following any such suspension, to the extent that the Company took any actions pursuant to the immediately preceding proviso that caused deviations from its business being conducted in the Ordinary Course of Business (not taking into account recent past practice in light of COVID-19), the Company shall use commercially reasonable efforts to resume conducting their respective businesses in the Ordinary Course of Business (not taking into account recent past practice in light of COVID-19) in all material respects as soon as reasonably practicable, (ii) the Company shall use commercially reasonable efforts to preserve intact its current business organization, keep available the services of its current key employees, officers and other employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having business relationships with the Company; , and (iii) the Company shall keep in full force all insurance policies referred to in Section 3.19 (other than any such policies that are immediately replaced with substantially similar policies); and (iv) the Company shall promptly notify Parent SSMP of (A) any written notice or other communication of which the Company has Knowledge from any Person alleging that the Consent consent of such Person is or may be required in connection with any of the Contemplated Transactions, Transactions and (B) any Legal Proceeding against, relating to, involving or otherwise affecting the Company that is commenced, or, to the Knowledge of the Company, threatened in writing against, relating to, involving or otherwise affecting the Company that relates to after the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case (x) as specifically required by any other provision date of this Agreement, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions.

Operation of the Company’s Business. (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of for the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of ParentPre-Closing Transactions, during the Pre-Closing Period: (i) the Company shall conduct ensure that each of the Acquired Corporations conducts its business and operations (A) in the ordinary course and in accordance with past practices practices, and (B) in compliance, in all material respects, compliance with all applicable Legal Requirements and the requirements of all each Company Contracts Contract that constitute constitutes a Material ContractsContract; (ii) the Company shall use commercially reasonable efforts to preserve ensure that each of the Acquired Corporations preserves intact its current business organization, keep keeps available the services of its current officers and other employees and maintain maintains its relations and goodwill with all suppliers, customers, development partners, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having business relationships with the Companyrespective Acquired Corporation; (iii) the Company shall keep in full force all insurance policies referred to in Section 3.19 (other than 2.18 and, if any such policies that are immediately insurance policy is scheduled to expire during the Pre-Closing Period, the Company shall cause such insurance policy to be renewed or replaced (on terms and with coverage substantially similar policies)equivalent to the terms and coverage of the expiring insurance policy) on or prior to the date of expiration of such insurance policy; and (iv) the Company shall cause to be provided all notices, assurances and support required by any Company Contract relating to any Intellectual Property or Intellectual Property Right in order to ensure that no condition under such Company Contract occurs that could result in, or could increase the likelihood of, (A) any transfer or disclosure by any Acquired Corporation of the source code for any portion of the Company Software, or (B) a release from any escrow of any source code for any Company Software that has been deposited or is required to be deposited in escrow under the terms of such Company Contract; (v) the Company shall promptly notify Parent and Purchaser of (A) any written notice or other communication of which the Company has Knowledge (in writing or otherwise) from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of the Company, threatened against, relating to, to or involving or otherwise affecting the Company that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case Acquired Corporations; and (xvi) as specifically required the Company shall (to the extent requested by any other provision of this Agreement, Parent or Purchaser) cause its officers (y) as required by any applicable Legal Requirement, or (z) with and the prior written consent officers of the Company, during Acquired Corporations) to report regularly to Parent or Purchaser concerning the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any status of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge business of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactionseach Acquired Corporation.

Operation of the Company’s Business. (aA) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during During the Pre-Closing Period: (i) the Company shall conduct ensure that each of the Acquired Corporations conducts its business and operations operations: (A) in the ordinary course and in accordance with past practices practices; and (B) in compliance, in all material respects, compliance with all applicable Legal Requirements and the requirements of all Company Contracts that constitute Material Contracts; (ii) the Company shall use commercially reasonable efforts to preserve ensure that each of the Acquired Corporations preserves intact its current business organization, keep keeps available the services of its current officers and other employees and maintain maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having business relationships with the Companyrespective Acquired Corporations; (iii) the Company shall keep in full force all insurance policies referred to in Section 3.19 (other than any such policies that are immediately replaced with substantially similar policies)2.19; and (iv) the Company shall cause to be provided all notices, assurances and support required by any Company Contract relating to any Intellectual Property or Intellectual Property Right in order to ensure that no condition under such Company Contract occurs that could result in, or could increase the likelihood of: (A) any transfer or disclosure by any Acquired Corporation of any Company Source Code; or (B) a release from any escrow of any Company Source Code that has been deposited or is required to be deposited in escrow under the terms of such Company Contract; (v) the Company shall promptly notify Parent of of: (A) any written notice or other communication of which the Company has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, ; and (B) any Legal Proceeding commenced, or, to the Knowledge of the Company, threatened against, relating to, involving or otherwise affecting the Company that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case (x) as specifically required by any other provision of this Agreement, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging Acquired Corporations that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of ParentCompany's knowledge, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated TransactionsAcquired Corporations; and (vi) the Company shall (to the extent requested by Parent) cause its officers and the officers of its Subsidiaries to report regularly to Parent concerning the status of the Company's business.

Operation of the Company’s Business. (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during During the Pre-Closing Period: (i) the Company shall conduct ensure that each of the Acquired Corporations conducts its business and operations operations: (A1) in the ordinary course and in accordance with past practices practices; and (B2) in compliance, compliance in all material respects, respects with all applicable Legal Requirements Requirements; (ii) the Company shall use reasonable efforts to ensure that each of the Acquired Corporations preserves intact its current business organization, keeps available the services of its current officers and other employees, complies with the requirements of all Company Contracts that constitute Material Contracts; (ii) the Company shall use commercially reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and other employees and maintain maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having business relationships with the Companyrespective Acquired Corporations; (iii) the Company shall keep in full force all insurance policies referred to in Section 3.19 2.20 (other than any such policies that are immediately replaced with substantially similar policies); and (iv) the Company shall promptly notify Parent of of: (A1) any written notice or other communication of which the Company has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, ; and (B2) any Legal Proceeding against or involving any of the Acquired Corporations that is commenced, or, to the Knowledge knowledge of the Company, threatened against, relating to, involving or otherwise affecting the Company that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case Acquired Corporations; (xv) as specifically required the Company shall (to the extent reasonably requested by any other provision Parent) cause its officers and the officers of this Agreement, (y) as required by any applicable Legal Requirement, or (z) with its Subsidiaries to report regularly to Parent concerning the prior written consent status of the Company’s business; (vi) the Company shall (to the extent reasonably requested by Parent) use its commercially reasonable efforts to (and otherwise cooperate with Parent to) transfer any cash, during cash equivalents and short-term investments (“Cash”) held by the PreCompany outside of the United States to (and hold such Cash in) the United States and to minimize any Tax Liabilities resulting therefrom (it being understood, however, that the Company shall not be required to incur any material Tax Liabilities as a result of such transfers unless either (1) such Tax Liabilities relate exclusively to post-Closing Period, periods or (2) Parent shall promptly notify agrees to reimburse the Company of for any such Tax Liabilities if the Closing does not occur); and (Avii) any written notice or other communication of which Parent has Knowledge from any Person alleging that subject to clause (vi), the Consent of such Person is or may be required Company shall preserve and maintain its Cash balances in connection a manner consistent with any of past practice (subject to expenditures related to the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions).

Operation of the Company’s Business. (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during During the Pre-Closing Period: (i) the Company shall conduct ensure that each of the Acquired Corporations conducts its business and operations operations: (A) in the ordinary course and in accordance with past practices practices; and (B) in compliance, in all material respects, compliance with all applicable Legal Requirements and the requirements of all Company Contracts that constitute Material Contracts; (ii) the Company shall use commercially reasonable efforts to preserve ensure that each of the Acquired Corporations preserves intact its current business organization, keep keeps available the services of its current officers and other employees and maintain maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having business relationships with the Companyrespective Acquired Corporations; (iii) the Company shall keep in full force all insurance policies referred to in Section 3.19 (other than any such policies that are immediately replaced with substantially similar policies)2.19; and (iv) the Company shall cause to be provided all notices, assurances and support required by any Company Contract relating to any Intellectual Property or Intellectual Property Right in order to ensure that no condition under such Company Contract occurs that could result in, or could increase the likelihood of: (A) any transfer or disclosure by any Acquired Corporation of any Company Source Code; or (B) a release from any escrow of any Company Source Code that has been deposited or is required to be deposited in escrow under the terms of such Company Contract; (v) the Company shall promptly notify Parent of of: (A) any written notice or other communication of which the Company has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, ; and (B) any Legal Proceeding commenced, or, to the Knowledge of the Company, threatened against, relating to, involving or otherwise affecting the Company that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case (x) as specifically required by any other provision of this Agreement, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging Acquired Corporations that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of ParentCompany’s knowledge, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated TransactionsAcquired Corporations; and (vi) the Company shall (to the extent requested by Parent) cause its officers and the officers of its Subsidiaries to report regularly to Parent concerning the status of the Company’s business.

Operation of the Company’s Business. (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) on Section 4.3 of the Company Disclosure Schedule, (y) as expressly contemplated by this Agreement, as required by any applicable Legal RequirementLaw or unless Orion shall otherwise consent in writing (such consent not to be unreasonably withheld, delayed or (z) with the prior written consent of Parentconditioned), during the Pre-Closing Period: (i) the Company and each Subsidiary of the Company shall conduct its business and operations operations: (A) in the ordinary course and in accordance with past practices Ordinary Course of Business; and (B) in compliance, in all material respects, compliance with all applicable Legal Requirements Laws and the requirements of all Company Contracts that constitute Company Material Contracts; (ii) the Company and each Subsidiary of the Company shall use commercially reasonable efforts to preserve intact its current business organization, use commercially reasonable efforts to keep available the services of its current key employees, officers and other employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having business relationships with the CompanyCompany or its Subsidiaries; and (iii) the Company shall keep in full force all insurance policies referred to in Section 3.19 (other than any such policies that are immediately replaced with substantially similar policies); and (iv) the Company shall promptly notify Parent of Orion of: (A) any written notice or other communication of which the Company has Knowledge from any Person alleging that the Consent consent of such Person is or may be required in connection with any of the Contemplated Transactions, ; and (B) any Legal Proceeding against, relating to, involving or otherwise affecting the Company or any Subsidiary of the Company that is commenced, or, to the Knowledge of the Company, threatened against, relating to, involving or otherwise affecting the Company that relates to the consummation or any Subsidiary of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case Company and (x) as specifically required by any other provision of this Agreement, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (AC) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of Parentthe Company, threatened againstother communication from any Person alleging that any material payment or other material obligation is or will be owed to such party at any time before or after the date of this Agreement, relating toexcept for invoices or other communications related to agreements or dealings in the Ordinary Course of Business, involving payments or otherwise affecting Parent or Acquisition Sub that relates obligations related to the consummation of Contemplated Transactions or payments or obligations identified in this Agreement, including the Offer or the Merger or any of the other Contemplated TransactionsCompany Disclosure Schedule.