Common use of Company Conduct Clause in Contracts

Company Conduct. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or 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 event involving or adversely affecting the Company or its business or assets. Except as expressly contemplated by this Agreement, including the consummation of the Recapitalization (as defined in Section 5.30) and the conversion of the Company Series A&C Preferred Stock into Company Common Stock, the Company shall not, without the prior written consent of Parent:

Company Conduct. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or and the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writingwriting or as expressly contemplated herein) 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 material event or occurrence or emergency not in the ordinary course of its business, and any material event involving or adversely affecting the Company or its business or assetsbusiness. Except as expressly contemplated by this Agreement, including the consummation of the Recapitalization (Agreement and except as defined in Section 5.30) and the conversion of the Company Series A&C Preferred Stock into Company Common Stockset forth on Schedule 4.1(a), the Company shall not, without the prior written consent of Parent:

Company Conduct. During the period from the date of this Agreement --------------- and continuing until the earlier of the termination of this Agreement or and the Effective Time, the Company agrees (except to the extent that unless Parent shall otherwise give its prior consent in writing) to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conductedconsistent with past practice, to pay its debts Liabilities and Taxes when due, to pay or perform other obligations when due, subject to any good faith disputes over such Liabilities, Taxes and other obligations and, to the extent consistent with such business, to use all reasonable efforts consistent with past practice and institute all 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, licensees and others other Persons having business dealings with it, all with the goal express purpose and intent 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 event involving or adversely affecting the Company or its business or assets. Except as expressly contemplated by this Agreement, including the consummation of the Recapitalization (as defined in Section 5.30) and the conversion of the Company Series A&C Preferred Stock into Company Common Stock, the Company shall not, without the prior written consent of Parent:

Company Conduct. During the period from the date of this Agreement --------------- and continuing until the earlier of the termination of this Agreement or and the Effective TimeClosing, the Founders agree to cause the Company agrees (except to the extent that Parent Buyer 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 TimeClosing. The Company Founders shall promptly notify Parent Buyer of any event or occurrence or emergency not in the ordinary course of its business, and any material event involving or adversely affecting the Company or its business or assetsbusiness. Except as expressly contemplated by this Agreement, including the consummation of Founders shall not permit the Recapitalization (as defined in Section 5.30) and the conversion of the Company Series A&C Preferred Stock into Company Common Stock, the Company shall notCompany, without the prior written consent of ParentBuyer:

Company Conduct. During the period from the date of this Agreement --------------- and continuing until the earlier of the termination of this Agreement or and 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 or adversely affecting the Company or its business or assetsbusiness. Except as expressly contemplated by this Agreement, including the consummation of the Recapitalization (as defined in Section 5.30) and the conversion of the Company Series A&C Preferred Stock into Company Common Stock, the Company shall not, without the prior written consent of Parent:

Company Conduct. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or 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 current directors, officers and key employees and preserve their relationships with customers, suppliers, distributorscorporate partners, collaborators, 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 or adversely affecting the Company or its business or assetsbusiness. Except as expressly contemplated by this AgreementAgreement or as set forth on Schedule 4.1, including the consummation of the Recapitalization (as defined in Section 5.30) and the conversion of the Company Series A&C Preferred Stock into Company Common Stock, the Company shall not, without the prior written consent of Parent: