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

Conduct of Businesses Prior to the Effective Time. Except as expressly contemplated or permitted by this Agreement, or as required by applicable law, rule or regulation, during the period from the date of this Agreement to the Effective Time, unless Parent otherwise agrees in writing, the Company shall, and shall cause its subsidiaries to, in all material respects, (i) conduct its business and maintain its books of account and records in the usual, regular and ordinary course consistent with past practice (provided, -------- that, the Company may take into account its financial condition and the need to preserve assets) and (ii) use all reasonable efforts to maintain and preserve intact its business organization and the goodwill of those having business relationships with it and retain the services of its present officers and key employees. Without limiting the generality of the foregoing, and except as set forth in Section 5.1 of the Company Disclosure Schedule, as expressly contemplated or permitted by this Agreement, or as required by applicable law, rule or regulation, during the period from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any of its subsidiaries to, without the prior written consent of Parent in each instance:

Conduct of Businesses Prior to the Effective Time. Except as set forth in Section 5.1 of the Company Disclosure Schedule, as expressly contemplated or permitted by this Agreement, or as required by applicable law, rule or regulation, during the period from the date of this Agreement to the Effective Time, unless Parent otherwise agrees in writing, which agreement shall not be unreasonably withheld or delayed, the Company shall, and shall cause its subsidiaries to, in all material respects, (i) conduct its business and maintain its books of account and records in the usual, regular and ordinary course consistent with past practice (provided, -------- that, the Company may take into account its financial condition and the need to preserve assets) and (ii) use all reasonable efforts to maintain and preserve intact its business organization and the goodwill of those having business relationships with it and retain the services of its present officers and key employees. Without limiting the generality of the foregoing, and except as set forth in Section 5.1 of the Company Disclosure Schedule, as expressly contemplated or permitted by this Agreement, or as required by applicable law, rule or regulation, during the period from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any of its subsidiaries to, without the prior written consent of Parent in each instanceParent, which consent shall not be unreasonably withheld or delayed:

Conduct of Businesses Prior to the Effective Time. Except as (x) set forth in Section 6.1 of the Company Disclosure Schedule, (y) expressly contemplated or permitted by this Agreement, or as (z) required by applicable law, rule or regulationLaw, during the period from the date of this Agreement to the earlier of the Effective TimeTime or the termination of this Agreement in accordance with Section 8.1, unless Parent otherwise agrees in writing, the Company shall, and shall cause its subsidiaries each of the Company Subsidiaries to, in all material respects, (i) conduct its business and maintain its books of account and records in all material respects in the usual, regular and ordinary course of business consistent with past practice (provided, -------- that, the Company may take into account its financial condition and the need to preserve assets) and (ii) use all its reasonable best efforts to maintain and preserve substantially intact its business organization and the goodwill of those having business relationships with it and retain the services of its present officers and key employees. Without limiting the generality of the foregoing, and except as (x) set forth in Section 5.1 6.1 of the Company Disclosure Schedule, as (y) expressly contemplated or permitted by this Agreement, or as (z) required by applicable law, rule or regulationLaw, during the period from the date of this Agreement to the earlier of the Effective TimeTime or the termination of this Agreement in accordance with Section 8.1, the Company shall not, and shall not permit any of its subsidiaries the Company Subsidiaries to, without the prior written consent of Parent in each instanceParent:

Conduct of Businesses Prior to the Effective Time. Except as ------------------------------------------------- set forth in Section 5.1 of the Company Disclosure Schedule, as expressly contemplated or permitted by this Agreement, or as required by applicable law, rule or regulation, during the period from the date of this Agreement to the Effective Time, unless Parent otherwise agrees in writing, the Company shall, and shall cause its subsidiaries to, in all material respects, (i) conduct its business and maintain its books of account and records in the usual, regular and ordinary course consistent with past practice (provided, -------- that, the Company may take into account its financial condition and the need to preserve assets) and (ii) use all reasonable efforts to maintain and preserve intact its business organization and the goodwill good will of those having business relationships with it and retain the services of its present officers and key employees. Without limiting the generality of the foregoing, and except as set forth in Section 5.1 of the Company Disclosure Schedule, as expressly contemplated or permitted by this Agreement, or as required by applicable law, rule or regulation, during the period from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any of its subsidiaries to, without the prior written consent of Parent in each instanceParent: