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

Conduct Prior to the Effective Time. 5.1 Conduct of Business by Company 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, Company and each of its subsidiaries shall, except to the extent that Purchaser shall otherwise consent in writing, carry on its business, in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance 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 commercially reasonable efforts consistent with past practices and policies 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, distributors, licensors, licensees, and others with which it has significant business dealings. In addition, except as permitted by the terms of this Agreement, and the transactions contemplated hereby, and except as provided in Section 5.1 of the Company Schedule, without the prior written consent of Purchaser, 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, Company shall not, and with respect to Section (a) below, the Parent shall not permit the Company or any of the Company's subsidiaries to, do any of the following:

Conduct Prior to the Effective Time. 5.1 Conduct of Business by Company 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, Company and each of its subsidiaries shall, except to the extent that Purchaser shall otherwise consent in writing, carry on its business, in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance 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 commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) except after the terminations contemplated by Section 6.12, keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. In addition, except as permitted by the terms of this Agreement, and the transactions contemplated hereby, and except as provided in Section 5.1 of the Company Schedule, without the prior written consent of Purchaser, 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, Company shall not, and with respect to Section (a5.1(a) below, the Parent shall not permit the Company or any of the Company's subsidiaries to, do any of the following:

Conduct Prior to the Effective Time. 5.1 4.1 Conduct of Business by Company and Parentthe 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 Purchaser Parent shall otherwise consent in writing, carry on its business, in all material respects, in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance 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 duedue subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies 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, distributors, licensors, licensees, and others with which it has significant business dealings. In addition, except as permitted by the terms of this Agreement, and the transactions contemplated hereby, and except as provided in Section 5.1 Article 4 of the Company ScheduleSchedules, without the prior written consent of PurchaserParent, 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, not do any of the following and with respect to Section (a) below, the Parent shall not permit the Company or any of the Company's its subsidiaries to, to do any of the following:

Conduct Prior to the Effective Time. 5.1 Conduct of Business by Company and ParentChiste. 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 Chiste shall, except to the extent that Purchaser the other party shall otherwise consent in writing, carry on its business, business in the usual, regular and ordinary coursecourse consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulationsregulations (except where noncompliance would not have a Material Adverse Effect), 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 commercially reasonable 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 officers, managers and employees employees, and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. In addition, except as permitted or required by the terms of this Agreement, and Agreement or set forth on the transactions contemplated hereby, and except as provided in Section Schedule 5.1 of the Company Schedulehereto, without the prior written consent of Purchaserthe 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 Company shall not, and with respect to Section (a) below, the Parent Chiste shall not permit the Company or any of the Company's subsidiaries to, do any of the following:

Conduct Prior to the Effective Time. 5.1 4.1 Conduct of Business by Company 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, Company and each of its subsidiaries the Company, Parent and Merger Sub shall, except to the extent that Purchaser the other party shall otherwise consent in writing, carry on its business, business in the usual, regular and ordinary coursecourse consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulationsregulations (except where noncompliance would not have a Material Adverse Effect), 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 commercially reasonable 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, and others with which it has significant business dealings. In addition, except as required or permitted by the terms of this Agreement, and the transactions contemplated hereby, and except as provided in Section 5.1 of the Company Schedule, without the prior written consent of Purchaserthe 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 shall notand its Subsidiaries, Parent and with respect to Section (a) below, the Parent Merger Sub shall not permit the Company or any of the Company's subsidiaries to, do any of the following:

Conduct Prior to the Effective Time. 5.1 4.1 Conduct of Business by Company and Parentthe 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 Purchaser Parent shall otherwise consent in writing, carry on its business, in all material respects, in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance 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 commercially reasonable efforts consistent with past practices and policies 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, distributors, licensors, licensees, and others with which it has significant business dealings. In addition, except as permitted by the terms of this Agreement, and the transactions contemplated hereby, and except as provided in Section 5.1 Article 4 of the Company ScheduleSchedules, without the prior written consent of PurchaserParent, 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, not do any of the following and with respect to Section (a) below, the Parent shall not permit the Company or any of the Company's its subsidiaries to, to do any of the following:

Conduct Prior to the Effective Time. 5.1 4.1 Conduct of Business by Company 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, Company and each of its subsidiaries the Company, Parent and Merger Sub shall, except to the extent that Purchaser the other party shall otherwise consent in writing, carry on its business, business in the usual, regular and ordinary coursecourse consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulationsregulations (except where noncompliance would not have a Material Adverse Effect), 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 commercially reasonable 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, and others with which it has significant business dealings. In addition, except as required or permitted by the terms of this Agreement, and the transactions contemplated hereby, and except as provided in Section 5.1 of the Company Schedule, without the prior written consent of Purchaserthe 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, Company shall not, and with respect to Section (a) below, the Parent shall not permit the Company or any each of the Company's subsidiaries to, Parent and Merger Sub shall not do any of the following:

Conduct Prior to the Effective Time. 5.1 4.1 Conduct of Business by Company and ParentEneco. 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 and each of its subsidiaries Eneco shall, except to the extent that Purchaser the other party shall otherwise consent in writing, carry on its business, business in the usual, regular and ordinary coursecourse consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulationsregulations (except where noncompliance would not have a Material Adverse Effect), 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 commercially reasonable 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, and others with which it has significant business dealings. In addition, except as required or permitted by the terms of this Agreement, and the transactions contemplated hereby, and except as provided in Section 5.1 of the Company Schedule, without the prior written consent of Purchaserthe 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 shall not, and with respect to Section (a) below, the Parent Eneco shall not permit the Company or any of the Company's subsidiaries to, do any of the following:

Conduct Prior to the Effective Time. 5.1 4.1 Conduct of Business by Company 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, Company and each of its subsidiaries the Company, Parent and Merger Sub shall, except to the extent that Purchaser the other party shall otherwise consent in writing, carry on its business, business in the usual, regular and ordinary coursecourse consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulationsregulations (except where noncompliance would not have a Material Adverse Effect), 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 commercially reasonable 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, and others with which it has significant business dealings. In addition, except as required or permitted by the terms of this Agreement, and the transactions contemplated hereby, and except as provided Agreement or set forth in Section 5.1 of the Company ScheduleSchedule 4.1 hereto, without the prior written consent of Purchaserthe 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, Company shall not, and with respect to Section (a) below, the Parent shall not permit the Company or any each of the Company's subsidiaries to, Parent and Merger Sub shall not do any of the following: