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

Conduct Prior to the Effective Time. SECTION 5.1 Conduct of Business by the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company and each of its subsidiaries shall, except to the extent that Parent shall otherwise consent in writing, carry on its business in the ordinary course consistent with past practice and in compliance in all material respects with all applicable laws and regulations, pay its debts and Taxes when due, subject to good faith disputes over such debts or Taxes, pay or perform other material obligations when due, and use its reasonable best efforts to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, licensors, licensees and others with which it has business dealings so that no Material Adverse Effect shall have occurred at or prior to the Effective Time. In addition, during that period the Company will promptly notify Parent of any material event involving its business or operations consistent with the agreements contained herein. In addition, except as permitted by the terms of this Agreement, the Transaction Option Agreement or the Stockholders' Agreement, and except as contemplated by this Agreement, the Transaction Option Agreement or the Stockholders' Agreement, without the prior written consent of Parent during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following and shall not permit its subsidiaries to do any of the following:

Conduct Prior to the Effective Time. SECTION 5.1 4.1 Conduct of Business by of the Company. During the period from the date of ---------------------------------- this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or and the Effective Time, the Company (which for the purposes of this Section 4.1 shall include the Company and each of its subsidiaries shallsubsidiaries) agrees, except as expressly contemplated or permitted by this Agreement or to the extent that Parent shall otherwise consent in writing, to carry on its business in the usual, regular and ordinary course consistent with past practice course, in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable laws and regulations, to pay its debts and Taxes when due, due subject to good faith disputes over such debts or Taxes, to pay or perform other material obligations when due, and to use its all reasonable best efforts consistent with past practices and policies to (i) preserve intact its the Company's present business organizationorganizations, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees licensees, and others with which it has having business dealings so with the Company, to the end that no Material Adverse Effect the Company's goodwill and ongoing businesses shall have occurred not be impaired in any material respect at or prior to the Effective Time. In addition, during that period the The Company will shall promptly notify Parent of any material event involving its or occurrence not in the ordinary course of business or operations consistent with of the agreements contained herein. In addition, except as permitted by the terms of this Agreement, the Transaction Option Agreement or the Stockholders' AgreementCompany, and except will not enter into or amend any agreement or take any action which reasonably would be expected to have a Material Adverse Effect on the Company. Except as expressly contemplated by this AgreementAgreement or in compliance with Section 5.4(a), the Transaction Option Company shall not prior to the Effective Time or earlier termination of this Agreement or the Stockholders' Agreementpursuant to its terms, without the prior written consent of Parent during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective TimeParent, the Company which shall not do any of the following and shall not permit its subsidiaries to do any of the followingbe unreasonably withheld:

Conduct Prior to the Effective Time. SECTION 5.1 4.1 Conduct of Business by the CompanyCompany and Parent. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company and each of Company, Parent and its subsidiaries Subsidiaries shall, except to the extent that Parent the other party shall otherwise consent in writing, carry on its business business, in the usual, regular and ordinary course consistent with past practice practices, in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable laws and regulationsregulations (except where noncompliance would not have a Material Adverse Effect), pay its debts and Taxes taxes when due, due subject to good faith disputes over such debts or Taxestaxes, pay or perform other material obligations when due, and use its commercially reasonable best efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees licensees, and others with which it has significant business dealings so that no Material Adverse Effect shall have occurred at or prior to the Effective Time. In addition, during that period the Company will promptly notify Parent of any material event involving its business or operations consistent with the agreements contained hereindealings. In addition, except as permitted by the terms of this Agreement, the Transaction Option Agreement or the Stockholders' Agreement, and except as contemplated by this Agreement, the Transaction Option Agreement or the Stockholders' Agreement, without the prior written consent of Parent the other party, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company each of Company, Parent and its Subsidiaries shall not do any of the following and shall not permit its subsidiaries to do any of the following:

Conduct Prior to the Effective Time. SECTION 5.1 4.1 Conduct of Business by the CompanyCompany and Parent. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective TimeClosing, the Company and each of its subsidiaries the Company, Merger Sub, Parent and their respective Subsidiaries shall, except to the extent that Parent the other party shall otherwise consent in writingwriting or as contemplated by this Agreement or as set forth in Schedule 4.1, carry on its business in the usual, regular and ordinary course consistent with past practice practices, in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable laws and regulationsregulations (except where noncompliance would not be reasonably expected to have a Material Adverse Effect), pay its debts and Taxes taxes when due, due subject to good faith disputes over such debts or Taxestaxes, pay or perform other material obligations when due, and use its commercially reasonable best efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services of its present key officers and key employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees licensees, and others with which it has significant business dealings so that no Material Adverse Effect shall have occurred at or prior to the Effective Time. In addition, during that period the Company will promptly notify Parent of any material event involving its business or operations consistent with the agreements contained hereindealings. In addition, except as permitted required by the terms of this Agreement, the Transaction Option Agreement or the Stockholders' Agreement, and except as contemplated by this Agreement, the Transaction Option Agreement or the Stockholders' Agreementset forth in Schedule 4.1, without the prior written consent of Parent the other party, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective TimeClosing, each of the Company Company, Merger Sub, Parent and their respective Subsidiaries shall not do any of the following and shall not permit its subsidiaries to do any of the following:

Conduct Prior to the Effective Time. SECTION 5.1 Conduct of Business by the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Appointment Time, the Company and each of its subsidiaries shall, except to the extent that Parent shall otherwise consent in writing, carry on its business in the ordinary course consistent with past practice and in compliance in all material respects with all applicable laws and regulations, pay its debts and Taxes when due, due subject to good faith disputes over such debts or Taxes, pay or perform other material obligations when due, and use its reasonable best efforts to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, licensors, licensees and others with which it has business dealings so that no Material Adverse Effect shall have occurred at or prior to the Effective Timedealings. In addition, during that period the Company will promptly notify Parent of any material event involving its business or operations consistent with the agreements contained herein. In addition, except as permitted by the terms of this Agreement, the Transaction Option Agreement or the Stockholders' AgreementAgreements, and except as contemplated by this Agreement, the Transaction Option Agreement or the Stockholders' AgreementAgreements, without the prior written consent of Parent during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Appointment Time, except as set forth in Section 5.1 of the Company Disclosure Schedule, the Company shall not do any of the following and shall not permit any of its subsidiaries to do any of the following:

Conduct Prior to the Effective Time. SECTION 5.1 Conduct of Business by the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Appointment Time, the Company and each of its subsidiaries shall, except to the extent that Parent shall otherwise consent in writing, carry on its business in the ordinary course consistent with past practice and in compliance in all material respects with all applicable laws and regulations, pay its debts and Taxes when due, due subject to good faith disputes over such debts or Taxes, pay or perform other material obligations when due, and use its reasonable best efforts to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, licensors, licensees and others with which it has business dealings so that no Material Adverse Effect shall have occurred at or prior to the Effective Timedealings. In addition, during that period the Company will promptly notify Parent of any material event involving its business or operations consistent with the agreements contained herein. In addition, except as contemplated or permitted by the terms of this Agreement, Agreement and the Transaction Option Agreement or the Stockholders' Agreement, and except as contemplated by this Agreement, Agreement or the Transaction Option Agreement or Agreement, and except as set forth in Section 5.1 of the Stockholders' AgreementCompany Disclosure Schedule, without the prior written consent of Parent during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Appointment Time, the Company shall not do any of the following and shall not permit its subsidiaries to do any of the following:

Conduct Prior to the Effective Time. SECTION 5.1 4.1 Conduct of Business by of the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms Section 8.1 or the Effective Time, the Company and each of its subsidiaries shall, agrees (except to the extent that Parent shall otherwise consent in writingwriting which consent shall not be unreasonably withheld or delayed), to carry on its business in the usual, regular and ordinary course consistent with past practice and in compliance in all material respects with all applicable laws and regulationssubstantially the same manner as heretofore conducted, to pay its debts and Taxes when due, subject to good faith disputes over such debts or Taxes, pay or perform other material obligations when due, and, to the extent consistent with such business, use all reasonable efforts consistent with past practice and use its reasonable best efforts policies to (i) preserve intact its the Company's present business organizationorganizations, (ii) keep available the services of its present officers and key employees and (iii) preserve its their relationships with customers, suppliers, distributors, licensors, licensees licensees, and others with which it has having business dealings so that no Material Adverse Effect shall have occurred with it, all with the goal of preserving unimpaired the Company's goodwill and ongoing businesses at or prior to the Effective Time; it being understood that Parent and Company shall keep each other informed of developments to, and relating actions to be taken in connection with the matters described in Schedule 2.4 hereto. In addition, during that period the The Company will shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Company, and any material event involving its business or operations consistent with the agreements contained hereinCompany. Prior to the Effective Date, without the express prior written consent of Parent, the Company shall not spend any portion of the McAfee Loan. In addition, except as permitted by the terms of this Agreement, the Transaction Option Agreement or the Stockholders' Agreement, and except as expressly contemplated by this Agreement, the Transaction Option Agreement or the Stockholders' AgreementCompany shall not, without the prior written consent of Parent during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following and shall not permit its subsidiaries to do any of the followingParent:

Conduct Prior to the Effective Time. SECTION 5.1 4.1 Conduct of Business by of the Company. ---------------------------------- During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or and the Effective Time, the Company (which for the purposes of this Section 4.1 shall include the Company and each of its subsidiaries shallsubsidiaries) agrees, except as expressly contemplated or permitted by this Agreement or to the extent that Parent shall otherwise consent in writing, to carry on its business in the usual, regular and ordinary course consistent with past practice course, in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable laws and regulations, to pay its debts and Taxes when due, due subject to good faith disputes over such debts or Taxes, to pay or perform other material obligations when due, and to use its all reasonable best efforts consistent with past practices and policies to (i) preserve intact its the Company's present business organizationorganizations, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees licensees, and others with which it has having business dealings so with the Company, to the end that no Material Adverse Effect the Company's goodwill and ongoing businesses shall have occurred not be impaired in any material respect at or prior to the Effective Time. In addition, during that period the The Company will shall promptly notify Parent of any material event involving its or occurrence not in the ordinary course of business or operations consistent with of the agreements contained herein. In addition, except as permitted by the terms of this Agreement, the Transaction Option Agreement or the Stockholders' AgreementCompany, and except will not enter into or amend any agreement or take any action which reasonably would be expected to have a Material Adverse Effect on the Company. Except as expressly contemplated by this AgreementAgreement or in compliance with Section 5.4(a), the Transaction Option Company shall not prior to the Effective Time or earlier termination of this Agreement or the Stockholders' Agreementpursuant to its terms, without the prior written consent of Parent during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective TimeParent, the Company which shall not do any of the following and shall not permit its subsidiaries to do any of the followingbe unreasonably withheld:

Conduct Prior to the Effective Time. SECTION 5.1 Conduct of Business by of the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company agrees, and agrees to cause each of its subsidiaries shallSubsidiaries (in each case, except to the extent that Parent shall otherwise consent in writing, ) to carry on its business in 35 41 the usual, regular and ordinary course consistent with past practice and in compliance in all material respects with all applicable laws and regulationssubstantially the same manner as heretofore conducted, to pay its debts and Taxes when due, subject to good faith disputes over such debts or Taxes, pay or perform other material obligations when due, and, to the extent consistent with such business, to use all reasonable efforts consistent with past practice and use its reasonable best efforts policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and key employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has having business dealings so that no Material Adverse Effect with it. The Company shall have occurred at or prior to the Effective Time. In addition, during that period the Company will promptly notify Parent of any material materially negative event involving or adversely affecting the Company or its business or operations consistent with the agreements contained hereinSubsidiaries. In addition, except as permitted by the terms of this Agreement, the Transaction Option Agreement or the Stockholders' Agreement, and except as contemplated by this Agreement, the Transaction Option Agreement or the Stockholders' Agreement, without the prior written consent of Parent Parent, which consent shall not be unreasonably withheld, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, neither the Company nor its Subsidiaries shall not do any of the following and shall not permit its subsidiaries to do any of the following:

Conduct Prior to the Effective Time. SECTION 5.1 4.1 Conduct of Business by the Companyof Target and Acquiror. During the period ------------------------------------------ from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company and each of its subsidiaries shall, Target and Acquiror agrees (except to the extent that Parent shall otherwise consent expressly contemplated by this Agreement or as consented to in writingwriting by the other), to carry on its and its subsidiaries' business in the usual, regular and ordinary course consistent with past practice in substantially the same manner as heretofore conducted, to pay and in compliance in all material respects with all applicable laws and regulations, to cause its subsidiaries to pay its debts and Taxes when due, due subject to good faith disputes over such debts or Taxestaxes, to pay or perform other material obligations when due, and to use its all reasonable best efforts consistent with past practice and policies to (i) preserve intact its and its subsidiaries' present business organizationorgani zations, (ii) use its commercially reasonable efforts consistent with past practice to keep available the services of its and its subsidiaries' present officers and key employees and (iii) to preserve its and its subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees licensees, and others with which it has having business dealings so with it or its subsidiaries, it being the parties' intent that no Material Adverse Effect Target's and its subsidiaries' goodwill and ongoing businesses shall have occurred be unimpaired at or prior to the Effective Time. In addition, during that period the Company will Each of Target and Acquiror agrees to use its best efforts to promptly notify Parent the other of any material event involving or occurrence not in the ordinary course of its business or operations consistent with its subsidiaries' business, and of any event which would have a Material Adverse Effect. Without limiting the agreements contained herein. In additionforegoing, except as permitted by the terms of this Agreement, the Transaction Option Agreement or the Stockholders' Agreement, and except as contemplated expressly contem plated by this Agreement, neither Target nor Acquiror shall do, cause or permit any of the Transaction Option Agreement following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the Stockholders' Agreementfollowing, without the prior written consent of Parent during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following and shall not permit its subsidiaries to do any of the followingother: