Common use of Conduct of Business Prior to the Effective Time Clause in Contracts

Conduct of Business Prior to the Effective Time. Except as expressly contemplated by this Agreement, the Company shall carry on its business in, and not enter into any material transaction other than in accordance with, the ordinary course consistent with past practice and, to the extent consistent therewith, use its reasonable best efforts to preserve intact its current business organization, keep available the services of its current employees and preserve its relationships with Persons having dealings with it. In connection therewith, the Company shall not (i) transfer or cause to be transferred any employee or agent of the Company to any Affiliates of the Company or any Stockholder, (ii) permit any Affiliate of the Company or of any Stockholder to offer employment to any such employee or agent, or (iii) otherwise attempt to persuade any such employee or agent to terminate his or her relationship with the Company other than for reasons that are in the best interests of the Company. Without limiting the generality of the foregoing, and except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent:

Conduct of Business Prior to the Effective Time. Except as expressly contemplated by this Agreement, including the Schedules hereto, the Company shall carry on its business in, and not enter into any material transaction other than in accordance with, the ordinary course consistent with past practice and, to the extent consistent therewith, use its reasonable best efforts to preserve intact its current business organization, keep available the services of its current employees and preserve its relationships with Persons having dealings with it. In connection therewith, the Company shall not (i) transfer or cause to be transferred any employee or agent of the Company to any Affiliates of the Company or any Stockholder, (ii) permit any Affiliate of the Company or of any Stockholder to offer employment to any such employee or agent, or (iii) otherwise attempt to persuade any such employee or agent to terminate his or her relationship with the Company other than for reasons that are in the best interests of the Company. Without limiting the generality of the foregoing, and except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent: