Common use of Company Conduct of Business Clause in Contracts

Company Conduct of Business. From the date of this Agreement through the earlier of the Share Exchange Closing or valid termination of this Agreement pursuant to Article XII (the “Interim Period”), the Company shall, and shall cause its Subsidiaries to, except (i) as otherwise explicitly contemplated by this Agreement, the other Transaction Documents or the Permitted Activities Documents, (ii) as required by Law or (iii) as consented to by Acquiror in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied), (A) use reasonable best efforts to operate its business in the ordinary course consistent with past practice; and (B) comply with its Governing Documents, except solely in the case of any Subsidiary of the Company, where non-compliance by such Subsidiary would not be material to the business of the Company and its Subsidiaries taken as a whole. Without limiting the generality of the foregoing, except as set forth on Section 8.1 of the Company Disclosure Letter or as consented to by Acquiror in writing (which consent shall not be unreasonably conditioned, withheld, or delayed), the Company shall not, and the Company shall cause its Subsidiaries not to, except as otherwise contemplated by this Agreement, the Permitted Activities Documents or the other Transaction Documents or required by Law: 61

Company Conduct of Business. From the date of this Agreement through the earlier of the Share Exchange Amalgamation Closing or valid termination of this Agreement pursuant to Article XII (the “Interim Period”), the Company shall, and shall cause its Subsidiaries to, except (i) as otherwise explicitly contemplated by this Agreement, the other Transaction Documents or the Permitted Activities DocumentsPanama Transaction Documents as in force as of the date hereof and copies of which have been delivered to Acquiror prior to the date hereof, (ii) as required by Law or (iii) as consented to by Acquiror in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied), (A) use reasonable best efforts to operate its business in the ordinary course consistent with past practice; and (B) comply with its Governing Documents, except solely in the case of any Subsidiary of the Company, where non-compliance by such Subsidiary would not be material to the business of the Company and its Subsidiaries taken as a whole. Without limiting the generality of the foregoing, except as set forth on Section 8.1 of the Company Disclosure Letter or as consented to by Acquiror in writing (which consent shall not be unreasonably conditioned, withheld, delayed or delayeddenied), the Company shall not, and the Company shall cause its Subsidiaries not to, except as otherwise contemplated by this Agreement, the Permitted Activities Panama Transaction Documents as in force as of the date hereof or the other Transaction Documents or required by Law: 61:

Company Conduct of Business. From the date of this Agreement through the earlier of the Share Exchange Closing or valid termination of this Agreement pursuant to Article XII XI (the “Interim Period”), the Company shall, and shall cause its Subsidiaries to, except (i) as otherwise explicitly contemplated by this Agreement, the other Transaction Documents or the Permitted Activities Documents, (ii) as required by Law or (iii) as consented to by Acquiror Parent in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied), (A) use reasonable best efforts to operate its business in the ordinary course consistent with past practice; and (B) comply with its Governing Documents, except solely in the case of any Subsidiary of the Company, where non-compliance by such Subsidiary would not be material to the business of the Company and its Subsidiaries taken as a whole. Without limiting the generality of the foregoing, except as set forth on Section 8.1 7.1 of the Company Disclosure Letter or as consented to by Acquiror Parent in writing (which consent shall not be unreasonably conditioned, withheld, or delayed), the Company shall not, and the Company shall cause its Subsidiaries not to, except as otherwise contemplated by this Agreement, the Permitted Activities Documents or the other Transaction Documents or required by Law: 61:

Company Conduct of Business. From the date of this Agreement through the earlier of the Share Exchange Closing or valid termination of this Agreement pursuant to Article XII VIII (the “Interim Period”), the Company shall, and shall cause its Subsidiaries to, except (i) as otherwise explicitly contemplated by this Agreement, the other Transaction Documents Agreement or the Permitted Activities DocumentsAncillary Agreements, (ii) including in connection with the Company Domestication, as required by Law Law, as set forth in Section 6.1 of the Company Disclosure Letter or (iii) as consented to by Acquiror SPAC in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied), (A) use reasonable best efforts to operate its business in the ordinary course consistent with past practice; and (B) comply with its Governing Documents, except solely in the case of any Subsidiary of the Company, where non-compliance by such Subsidiary would not be material to the business of the Company in the ordinary course of business consistent with past practice. The Company also agrees to comply with all Laws applicable to it and its Subsidiaries taken as a wholeand their respective businesses, assets and employees, including (without limitation), the Specified Business Conduct Laws. Without limiting the generality of the foregoing, except as set forth on in Section 8.1 6.1 of the Company Disclosure Letter or as consented to by Acquiror SPAC in writing (which consent shall not be unreasonably conditioned, withheld, delayed or delayed), denied) the Company shall not, and the Company shall cause its Subsidiaries not to, except as otherwise explicitly contemplated by this Agreement, the Permitted Activities Documents Agreement or the other Transaction Documents Ancillary Agreements, including in connection with the Company Domestication, or required by Law: 61:

Company Conduct of Business. From the date of this Agreement through the earlier of the Share Exchange Closing or valid termination of this Agreement pursuant to Article XII (the “Interim Period”), the Company shall, and shall cause its Subsidiaries to, except Except (i) as otherwise explicitly contemplated expressly permitted by this Agreement, the other Transaction Documents Agreement or the Permitted Activities DocumentsAncillary Agreements, (ii) as required by Law reasonably necessary to comply with applicable Law, (iii) as set forth on Section 8.1 of the Company Disclosure Schedules, or (iiiiv) as consented to by Acquiror SPAC in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied), from the date of this Agreement through the earlier of the Closing or valid termination of this Agreement pursuant to Article XIII (A) the “Interim Period”), the Company shall use its commercially reasonable best efforts efforts, and shall cause the other Group Companies to use their commercially reasonable efforts, to operate its business in the ordinary course consistent Ordinary Course and in compliance with past practice; applicable Laws in all material respects, and (B) comply with its Governing Documents, except solely use commercially reasonable efforts to maintain in the case of any Subsidiary effect all material Permits of the Company, where non-compliance by such Subsidiary would not be material Group Companies necessary to the conduct its business of the Company and its Subsidiaries taken as a wholenow conducted. Without limiting the generality of the foregoing, except (A) as expressly permitted by this Agreement or the Ancillary Agreements, (B) as required by applicable Law, (C) as set forth on Section 8.1 of the Company Disclosure Letter Schedules, (D) for the incurrence of Company Transaction Expenses; or (E) as consented to by Acquiror SPAC in writing (which consent shall not be unreasonably conditioned, withheld, withheld or delayeddelayed or denied), the Company shall not, and the Company shall cause its Subsidiaries the other Group Companies not to, except as otherwise contemplated by this Agreement, the Permitted Activities Documents directly or the other Transaction Documents or required by Law: 61indirectly:

Company Conduct of Business. From the date of this Agreement through the earlier of the Share Exchange Closing or valid termination of this Agreement pursuant to Article XII VIII (the “Interim Period”), the Company shall, and shall cause its Subsidiaries to, except (i) as otherwise explicitly contemplated by this Agreement, the other Transaction Documents Agreement or the Permitted Activities DocumentsAncillary Agreements, (ii) as required by Law Law, as set forth on Section 6.01 of the Company Disclosure Letter, to the extent that any action is taken or (iii) omitted to be taken in response to or related to the actual or anticipated effect on the Company’s business of COVID-19 or any COVID-19 Measures, in each case in connection with or in response to COVID-19, or as consented to by Acquiror SPAC in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied), (A) use reasonable best efforts to operate its business in the ordinary course consistent with past practice; and (B) comply with its Governing Documents, except solely in the case of any Subsidiary of the Company, where non-compliance by such Subsidiary would not be material to the business of the Company in the ordinary course of business consistent with past practice, and the Company shall, and shall cause its Subsidiaries taken as a wholeto, to the extent consistent with the ordinary course of business and past practice, (i) preserve intact its present business organizations, assets, rights, properties and goodwill, (ii) preserve its and their present relationships with their clients, customers, suppliers, vendors and other Persons with whom it and they have business relations, (iii) keep available the services of its present officers and employees and (iv) maintain in full force and effect its current insurance policies or comparable replacements thereof. Without limiting the generality of the foregoing, except (x) as set forth on Section 8.1 6.01 of the Company Disclosure Letter or (y) as consented to by Acquiror SPAC in writing (which consent shall not be unreasonably conditioned, withheld, delayed or delayed), denied) the Company shall not, and the Company shall cause its Subsidiaries not to, except as otherwise explicitly contemplated by this Agreement, the Permitted Activities Documents Agreement or the other Transaction Documents Ancillary Agreements or required by Law: 61:

Company Conduct of Business. From the date of this Agreement through the earlier of the Share Exchange Closing or valid termination of this Agreement pursuant to Article XII VIII (the “Interim Period”), the Company shall, and shall cause its Subsidiaries to, except (i) as otherwise explicitly contemplated by this Agreement, the other Transaction Documents Agreement or the Permitted Activities DocumentsAncillary Agreements, (ii) as required by Law Law, as set forth on Section 6.1 of the Company Disclosure Letter or (iii) as consented to by Acquiror Parent in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied), (A) use reasonable best efforts to operate its business in the ordinary course consistent with past practice; and (B) comply with its Governing Documents, except solely in the case of any Subsidiary of the Company, where non-compliance by such Subsidiary would not be material to the business of the Company in the ordinary course of business, and the Company shall, and shall cause its Subsidiaries taken as a wholeto, use commercially reasonable efforts to (i) preserve intact its present business organizations, assets, rights, properties and goodwill, (ii) preserve its and their present relationships with their clients, customers, suppliers, vendors, marketing, sponsors or other similar entities and other Persons with whom it and they have business relations, (iii) keep available the services of its officers and employees and (iv) maintain in full force and effect its current insurance policies or comparable replacements thereof. Without limiting the generality of the foregoing, except as set forth on Section 8.1 6.1 of the Company Disclosure Letter or as consented to by Acquiror Parent in writing (which consent shall not be unreasonably conditioned, withheld, delayed or delayed), denied) the Company shall not, and the Company shall cause its Subsidiaries not to, except as otherwise explicitly contemplated by this Agreement, the Permitted Activities Documents Agreement or the other Transaction Documents Ancillary Agreements or required by Law: 61: