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

Conduct Prior to the Effective Time. 4.1 Conduct of Business of the Company. During the period from the date of this Agreement and continuing until the earlier of (i) the termination of this Agreement and (ii) the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing) to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay its debts and Taxes when due, to pay or perform other obligations when due, and, to the extent consistent with such business, to use all reasonable efforts consistent with past practice and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of its business, and any material event involving the Company or its business. Except as expressly contemplated by this Agreement or disclosed in Schedule 4.1, the Company shall not, without the prior written consent of Parent:

Conduct Prior to the Effective Time. 4.1 Conduct of Business of the Company. During the period from the date of this Agreement and continuing until the earlier of (i) the termination of this Agreement pursuant to the provisions of Section 8.1 hereof, and (ii) the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing) to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay its debts and Taxes when due, to pay or perform other obligations when due, and, to the extent consistent with such business, to use all reasonable efforts consistent with past practice and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of its business, and any material adverse event involving the Company or its business. Except as expressly contemplated by this Agreement or disclosed in Schedule 4.1, the Company shall not, without the prior written consent of Parent:

Conduct Prior to the Effective Time. 4.1 Conduct of Business of the Company. During the period from the date of this Agreement and continuing until the earlier of (i) the termination of this Agreement and (ii) or the Effective Time, the Company agrees (agrees, except to the extent that Parent shall otherwise consent in writing) , to carry on its the Company's business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay its the debts and Taxes of the Company when due, to pay or perform other obligations when due, and, to the extent consistent with such business, to use all its reasonable best efforts consistent with past practice and policies to preserve intact its the Company's present business organizationorganizations, keep available the services of its the Company's present officers and key employees and preserve their the Company's relationships with customers, suppliers, distributors, licensors, licensees, licensees and others having business dealings with it, all with the goal of preserving unimpaired its the Company's goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of its business, business of the Company and any material event involving the Company or its businessCompany. Except as expressly contemplated by this Agreement or disclosed as set forth in Company Schedule 4.1, the Company shall not, without the prior written consent of Parent:

Conduct Prior to the Effective Time. 4.1 Conduct of Business of the Company. During the period from the date of this Agreement and continuing until the earlier of (i) the termination of this Agreement and (ii) the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing) to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay its debts and Taxes when due, to pay or perform other obligations when due, and, to the extent consistent with such business, to use all reasonable efforts consistent with past practice and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve their its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. The During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Effective Time, the Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of its business, and any material event involving adversely affecting the Company or its business. Except as expressly contemplated by this Agreement Agreement, or disclosed in Schedule 4.1, the Company shall not, without the prior written consent of Parent:

Conduct Prior to the Effective Time. 4.1 Conduct of Business of the Company. During the period from the date of this Agreement and continuing until the earlier of (i) the termination of this Agreement and (ii) the Effective Time, the Company agrees and the Principal Stockholders agree (except to the extent that Parent the other shall otherwise consent in writing) ), to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay its debts and Taxes when due, to pay or perform other obligations when due, and, to the extent consistent with such business, to use all reasonable efforts consistent with past practice and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of its business, and any material event involving the Company or its businessit. Except as expressly contemplated by this Agreement or disclosed in Schedule 4.1Agreement, the Company shall not, without the prior written consent of Parent:

Conduct Prior to the Effective Time. 4.1 Conduct of Business of the Company. During the period from the date of this Agreement and continuing until the earlier of (i) the termination of this Agreement and (ii) or the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing) ), to carry on its the Company's business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay its the debts and Taxes of the Company when due, to pay or perform other obligations when due, and, to the extent consistent with such business, to use all their reasonable best efforts consistent with past practice and policies to preserve intact its the Company's present business organizationorganizations, keep available the services of its the Company's present officers and key employees and preserve their the Company's relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired its the Company's goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of its business, business of the Company and any material event involving the Company or its businessCompany. Except as expressly contemplated by this Agreement or disclosed as set forth in Schedule 4.1Section 4.1 of the Disclosure Schedule, the Company shall not, without the prior written consent of Parent:Parent (which consent may be pursuant to electronic mail, and need not be signed):

Conduct Prior to the Effective Time. 4.1 Conduct of Business of the Company. During the period from the date of this Agreement and continuing until the earlier of (i) the termination of this Agreement and (ii) or the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing) ), to carry on its the Company's business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay its the debts and Taxes of the Company when due, to pay or perform other obligations when due, and, to the extent consistent with such business, to use all their reasonable best efforts consistent with past practice and policies to preserve intact its the Company's present business organizationorganizations, keep available the services of its the Company's present officers and key employees and preserve their the Company's relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired its the Company's goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of its business, business of the Company and any material event involving the Company or its businessCompany. Except as expressly contemplated by this Agreement or disclosed as set forth in Schedule 4.1Section 4.1 of the Disclosure Schedule, the Company shall not, without the prior written consent of Parent:

Conduct Prior to the Effective Time. 4.1 4.1. Conduct of Business of the Company. During the period from the date of this Agreement June 3, 1998, and continuing until the earlier of (i) the termination of this Agreement and (ii) the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing, which consent will not be unreasonably withheld or delayed) to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay its debts and Taxes when due, to pay or perform other obligations when due, and, to the extent consistent with such business, to use all reasonable efforts consistent with past practice and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. The Company 39 shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of its business, and any material event involving Material Adverse Change related to the Company or its business. Except as expressly contemplated by this Agreement or disclosed in Schedule 4.1, the Company shall not, without the prior written consent of Parent, which consent will not be unreasonably withheld or delayed:

Conduct Prior to the Effective Time. 4.1 6.1 Conduct of Business of the Company. During the period from the date of this Agreement and continuing until the earlier of (i) the termination of this Agreement and (ii) the Effective Time, the Company agrees (except as contemplated 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 in substantially the same manner as heretofore conducted, to pay its debts and Taxes when due, to pay or perform other obligations when due, and, to the extent consistent with such business, to use all commercially reasonable efforts consistent with past practice and policies to preserve intact its present business organization, keep available the services of its present officers and officers, key employees and independent contractors, and preserve their its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. The Following the date of this Agreement, the Company shall promptly notify Parent of any materially negative event or occurrence or emergency not in the ordinary course of its business, and any material event involving related to the Company or its businessthe business of the Company. Except Without limiting the foregoing, except as expressly contemplated by this Agreement or disclosed in Schedule 4.1Agreement, the Company shall not, without the prior written consent of Parent:

Conduct Prior to the Effective Time. 4.1 Conduct of Business of the Company. During the period from the date of this Agreement and continuing until the earlier of (i) the termination of this Agreement and (ii) or the Effective Time, the Company agrees (agrees, except to the extent that Parent shall otherwise consent in writing) , to carry on its the Company's business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay its the debts and Taxes of the Company when due, to pay or perform other obligations when due, and, to the extent consistent with such business, to use all its reasonable best efforts consistent with past practice and policies to preserve intact its the Company's present business organizationorganizations, keep available the services of its the Company's present officers and key employees and preserve their the Company's relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired its the Company's goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of its business, business of the Company and any material event involving the Company or its businessCompany. Except as expressly contemplated required by this Agreement or disclosed as set forth in Schedule 4.1Section 4.1 of the Company Disclosure Schedule, the Company shall not, without the prior written consent of Parent:

Conduct Prior to the Effective Time. 4.1 Conduct of Business of the Company. During the period from the date of this Agreement and continuing until the earlier of (i) the termination of this Agreement and (ii) or the Effective Time, the Company agrees (agrees, except to the extent that Parent shall otherwise consent in writing) , to carry on its the Company's business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay its the debts and Taxes of the Company when due, to pay or perform other obligations when due, and, to the extent consistent with such business, to use all commercially reasonable efforts consistent with past practice and policies to preserve intact its the Company's present business organizationorganizations, keep available the services of its the Company's present officers and key employees and preserve their the Company's relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired its the Company's goodwill and ongoing businesses business at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of its business, business of the Company and any material event involving the Company. From and after the date hereof, the Company or its businesswill use commercially reasonable efforts to collect any and all appropriate and necessary reseller certificates on a timely basis from any reseller to whom sales are made. Except as expressly contemplated by this Agreement or disclosed in as set forth on Schedule 4.14.1 hereto, the Company shall not, not without the prior written consent of Parent: