Common use of Conduct of Business Before the Closing Date Clause in Contracts

Conduct of Business Before the Closing Date. (a) Comet covenants and agrees that, during the period from the date hereof to the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (except as otherwise specifically contemplated by the terms of this Agreement, as may be required by Law or Order or as otherwise set forth on Section 6.01(a) of the Comet Disclosure Letter), unless Venus shall otherwise consent in writing (which shall not be unreasonably withheld, conditioned or delayed), (i) the businesses of Comet and its Subsidiaries shall be conducted, in all material respects, in the ordinary course of business, in a manner consistent with past practice; and (ii) Comet shall use its commercially reasonable efforts consistent with the foregoing to preserve substantially intact the business organization of Comet and its Subsidiaries, to keep available the services of the present executive officers and the key employees of Comet and its Subsidiaries and to preserve, in all material respects, their respective assets and properties in good repair and condition and the present relationships and goodwill of Comet and its Subsidiaries with Governmental Entities and persons with which Comet or any of its Subsidiaries has significant business relations. Without limiting the generality of the foregoing, Comet shall not and shall not permit any of its Subsidiaries to (except as specifically contemplated by the terms of this Agreement, as may be required by Law or Order or as set forth on Section 6.01(a) of the Comet Disclosure Letter), between the date of this Agreement and the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, directly or indirectly, do any of the following without the prior written consent of Venus (which shall not be unreasonably withheld, conditioned or delayed):

Conduct of Business Before the Closing Date. (a) Comet Venus covenants and agrees that, during the period from the date hereof to the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (except as otherwise specifically contemplated by the terms of this Agreement, as may be required by Law or Order or as otherwise set forth on Section 6.01(a5.01(a) of the Comet Venus Disclosure Letter), unless Venus Comet shall otherwise consent in writing (which shall not be unreasonably withheld, conditioned or delayed), (i) the businesses of Comet Venus and its Subsidiaries shall be conducted, in all material respects, in the ordinary course of business, in a manner consistent with past practice; and (ii) Comet Venus shall use its commercially reasonable efforts consistent with the foregoing to preserve substantially intact the business organization of Comet Venus and its Subsidiaries, to keep available the services of the present executive officers and the key employees of Comet Venus and its Subsidiaries and to preserve, in all material respects, their respective assets and properties in good repair and condition and the present relationships and goodwill of Comet Venus and its Subsidiaries with Governmental Entities and persons with which Comet Venus or any of its Subsidiaries has significant business relations. Without limiting the generality of the foregoing, Comet Venus shall not and shall not permit any of its Subsidiaries to (except as specifically contemplated by the terms of this Agreement, as may be required by Law or Order or as set forth on Section 6.01(a5.01(a) of the Comet Venus Disclosure Letter), between the date of this Agreement and the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, directly or indirectly, do any of the following without the prior written consent of Venus Comet (which shall not be unreasonably withheld, conditioned or delayed):

Conduct of Business Before the Closing Date. (a) Comet The Company covenants and agrees that, during the period from the date hereof execution of this Agreement to the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (except (w) as set forth in Section 5.1 of the Company Disclosure Schedule, (x) as required by Law, (y) for any actions taken reasonably and in good faith to respond to any COVID-19 Measures, or (z) otherwise specifically contemplated by the terms of this Agreement, as may provided, that, with respect to actions taken or omitted to be required by taken in reliance on clause (y), to the extent permitted under applicable Law or Order or as otherwise set forth on Section 6.01(a) of and practicable under the Comet Disclosure Lettercircumstances, the Company shall provide prior notice to and consult in good faith with Parent prior to taking such action), unless Venus Parent shall otherwise consent in writing (which shall such consent not to be unreasonably withheld, conditioned or delayed), the Company shall: (iA) use reasonable best efforts to conduct the businesses business of Comet the Company and its Subsidiaries shall be conductedSubsidiaries, in all material respects, in the ordinary course of business, business and in a manner consistent with past practicepractice (B) use reasonable best efforts to conduct the business of the Company and its Subsidiaries, in all material respects, in compliance with applicable Laws, including without limitation the timely filing of all reports, forms or other documents with the SEC required pursuant to the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as well as the timely filing of all reports, forms and other documents, and payment of all applicable regulatory fees and assessments, under applicable state and federal law; (C) use reasonable best efforts to maintain, in all material respects, the assets, properties, rights and operations of the Company and its Subsidiaries in accordance with present practice in a condition suitable for their current use; and (iiD) Comet shall use its commercially reasonable best efforts consistent with the foregoing to preserve substantially intact the business organization of Comet the Company and its Subsidiaries, to keep available the services of the present executive officers and of the key employees of Comet Company and its Subsidiaries and to preserve, in all material respects, their respective assets and properties in good repair and condition and the present relationships and goodwill of Comet the Company and its Subsidiaries with Governmental Entities and persons with which Comet the Company or any of its Subsidiaries has significant business relations. Without limiting , it being agreed that with respect to the generality matters specifically addressed by any provision of clauses (i) through (xv) of this Section 5.1(a) below, such specific provisions shall govern over the more general provisions of the foregoing, Comet shall not and shall not permit foregoing clauses (A) through (D) of this Section 5.1(a). Neither the Company nor any of its Subsidiaries to shall (except (w) as specifically contemplated by the terms of this Agreement, as may be required by Law or Order or (x) as set forth on Section 6.01(aSchedule 5.1(a) of the Comet Company Disclosure LetterSchedule, (y) as required by Law, or (z) for any actions taken reasonably and in good faith to respond to any COVID-19 Measures, provided, that, with respect to actions taken or omitted to be taken in reliance on clause (z), to the extent permitted under applicable Law and practicable under the circumstances, the Company shall provide prior notice to and consult in good faith with Parent prior to taking such action), between the date execution of this Agreement and the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, directly or indirectly, do any of the following without the prior written consent of Venus Parent (which shall such consent not to be unreasonably withheld, conditioned or delayed):

Conduct of Business Before the Closing Date. (a) Comet The Company covenants and agrees that, during the period from the date hereof to the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (except as otherwise specifically contemplated by the terms of this Agreement, as may be required by Law or Order or as otherwise set forth on Section 6.01(a) of the Comet Disclosure Letter), unless Venus Parent shall otherwise consent in writing (which shall not be unreasonably withheld, conditioned or delayed), writing: (i) the businesses of Comet the Company and its Subsidiaries shall be conducted, in all material respects, in the ordinary course of business, business and in a manner consistent with past practicepractice and, in all material respects, in compliance with applicable laws, including without limitation the timely filing of all reports, forms or other documents with the SEC required pursuant to the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as well as the timely filing of all reports, forms and other documents, and payment of all applicable regulatory fees and assessments, under applicable state and federal law; and (ii) Comet the Company shall and shall cause its Subsidiaries to continue to maintain, in all material respects, its assets, properties, rights and operations in accordance with present practice in a condition suitable for their current use, and (iii) the Company shall use its commercially reasonable efforts consistent with the foregoing to preserve substantially intact the business organization of Comet the Company and its Subsidiaries, to keep available the services of the present executive officers and the key employees of Comet the Company and its Subsidiaries and to preserve, in all material respects, their respective assets and properties in good repair and condition and the present relationships and goodwill of Comet the Company and its Subsidiaries with Governmental Entities and persons with which Comet the Company or any of its Subsidiaries has significant business relations. Without limiting the generality of the foregoing, Comet shall not and shall not permit neither the Company nor any of its Subsidiaries to shall (except as specifically contemplated by the terms of this Agreement, as may be required by Law or Order Agreement or as set forth on Section 6.01(a) of the Comet Disclosure LetterSchedule 5.1(a)), between the date of this Agreement and the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, directly or indirectly, do any of the following without the prior written consent of Venus Parent (which consent shall not be unreasonably withheld, conditioned or delayed, other than with respect to clauses (i), (iii) with respect to the sale or transfer of any Subsidiary or business unit or division, (iv), (v), (vi) with respect to acquisitions of any businesses, (ix) and (xiv)):

Conduct of Business Before the Closing Date. (a) Comet The Company covenants and agrees that, during the period from the date hereof to the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (except as otherwise specifically contemplated by the terms of this Agreement, as may be required by Law or Order or as otherwise set forth on Section 6.01(a) of the Comet Disclosure Letter), unless Venus Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), ): (i) the businesses of Comet the Company and its Subsidiaries shall be conducted, in all material respects, in the ordinary course of business, business and in a manner consistent with past practicepractice and, in all material respects, in compliance with applicable laws; (ii) the Company shall and shall cause its Subsidiaries to continue to maintain, in all material respects, its assets, properties, rights and operations in accordance with present practice in a condition suitable for their current use; and (iiiii) Comet the Company shall use its commercially reasonable efforts consistent with the foregoing to preserve substantially intact the business organization of Comet the Company and its Subsidiaries, to keep available the services of the present executive officers and the key employees of Comet the Company and its Subsidiaries and to preserve, in all material respects, their respective assets and properties in good repair and condition and the present relationships and goodwill of Comet the Company and its Subsidiaries with Governmental Entities and persons with which Comet the Company or any of its Subsidiaries has significant business relations. Without limiting the generality of the foregoing, Comet shall not and shall not permit neither the Company nor any of its Subsidiaries to shall (except as specifically contemplated by the terms of this Agreement, as may be required by Law or Order or as set forth on Section 6.01(a) of the Comet Disclosure Letter), between the date of this Agreement and the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, directly or indirectlyindirectly do, do any of the following without the prior written consent of Venus Parent (which consent, with respect to clauses (vi) (but only with respect to non-officers of the Company), (viii), (xi) and (xii), shall not be unreasonably withheld, conditioned or delayed):

Conduct of Business Before the Closing Date. (a) Comet Except as set forth on Schedule 6.1, Parent covenants and agrees that, during the period from the date hereof to the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (except as otherwise specifically contemplated by the terms of this Agreement, as may be required by Law or Order or as otherwise set forth on Section 6.01(a) of the Comet Disclosure Letter), unless Venus the Company shall otherwise consent in writing (which shall not be unreasonably withheld, conditioned or delayed), writing: (i) the businesses of Comet Parent and its Subsidiaries shall be conducted, in all material respects, in the ordinary course of business, business and in a manner consistent with past practicepractice and, in all material respects, in compliance with applicable laws, including without limitation the timely filing of all reports, forms or other documents with the SEC required to be filed with the SEC by Parent pursuant to the Securities Act, the Exchange Act or the Sxxxxxxx-Xxxxx Act; and (ii) Comet Parent shall continue to maintain, in all material respects, its assets, properties, rights and operations in accordance with present practice in a condition suitable for their current use and (iii) Parent shall use its commercially reasonable efforts consistent with the foregoing to preserve substantially intact the business organization of Comet Parent and its Subsidiaries, to keep available the services of the present executive officers and the key employees of Comet Parent and its Subsidiaries and to preserve, in all material respects, their respective assets and properties in good repair and condition and the present relationships and goodwill of Comet Parent and its Subsidiaries with Governmental Entities and persons with which Comet Parent or any of its Subsidiaries has significant business relations. Without limiting the generality of the foregoing, Comet shall not and shall not permit neither Parent nor any of its Subsidiaries to shall (except as specifically contemplated by the terms of this Agreement, as may be required by Law or Order or as set forth on Section 6.01(a) of the Comet Disclosure Letter), between the date of this Agreement and the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, directly or indirectlyindirectly do, do any of the following without the prior written consent of Venus (which shall not be unreasonably withheld, conditioned or delayed):the Company:

Conduct of Business Before the Closing Date. (a) Comet Except as set forth in Section 6.1(a) of the Parent Disclosure Schedule, Parent covenants and agrees that, during the period from the date hereof to the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (except as otherwise specifically contemplated by the terms of this Agreement, as may be required by Law or Order or as otherwise set forth on Section 6.01(a) of the Comet Disclosure Letter), unless Venus the Company shall otherwise consent in writing (which shall such consent not to be unreasonably withheld, conditioned or delayed), ): (i) the businesses of Comet Parent and its Subsidiaries Merger Sub shall be conducted, in all material respects, in the ordinary course of business, business and in a manner consistent with past practice; and (ii) Comet Parent shall use its commercially reasonable efforts to continue to maintain, in all material respects, its assets, properties, rights and operations in accordance with present practice in a condition suitable for their current use and (iii) Parent shall use its commercially reasonable efforts consistent with the foregoing to conduct the business of Parent in compliance with applicable laws in all material respects, including without limitation the timely filing of all reports, forms or other documents with the SEC required to be filed with the SEC by Parent pursuant to the Securities Act, the Exchange Act and/or the Xxxxxxxx-Xxxxx Act, to preserve substantially intact the business organization of Comet and its SubsidiariesParent, to keep available the services of the present executive officers and the key employees of Comet and its Subsidiaries Parent and to preserve, in all material respects, their respective assets and properties in good repair and condition and the present relationships and goodwill of Comet and its Subsidiaries Parent with Governmental Entities and persons with which Comet or any of its Subsidiaries Parent has significant business relations. Without limiting the generality of the foregoing, Comet except as set forth on Section 6.1(a) of the Parent Disclosure Schedule, neither Parent nor Merger Sub shall not and shall not permit any of its Subsidiaries to (except as specifically contemplated by the terms of this Agreement, as may be required by Law or Order or as set forth on Section 6.01(a) of the Comet Disclosure Letter), between the date of this Agreement and the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, directly or indirectlyindirectly do, do any of the following without the prior written consent of Venus the Company (which shall such consent not to be unreasonably withheld, conditioned or delayed):

Conduct of Business Before the Closing Date. (a) Comet Except as set forth on Schedule 6.1, Parent covenants and agrees that, during the period from the date hereof to the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (except as otherwise specifically contemplated by the terms of this Agreement, as may be required by Law or Order or as otherwise set forth on Section 6.01(a) of the Comet Disclosure Letter), unless Venus the Company shall otherwise consent in writing (which shall not be unreasonably withheld, conditioned or delayed), writing: (i) the businesses of Comet Parent and its Subsidiaries shall be conducted, in all material respects, in the ordinary course of business, business and in a manner consistent with past practicepractice and, in all material respects, in compliance with applicable laws, including without limitation the timely filing of all reports, forms or other documents with the SEC required to be filed with the SEC by Parent pursuant to the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act; and (ii) Comet Parent shall continue to maintain, in all material respects, its assets, properties, rights and operations in accordance with present practice in a condition suitable for their current use and (iii) Parent shall use its commercially reasonable efforts consistent with the foregoing to preserve substantially intact the business organization of Comet Parent and its Subsidiaries, to keep available the services of the present executive officers and the key employees of Comet Parent and its Subsidiaries and to preserve, in all material respects, their respective assets and properties in good repair and condition and the present relationships and goodwill of Comet Parent and its Subsidiaries with Governmental Entities and persons with which Comet Parent or any of its Subsidiaries has significant business relations. Without limiting the generality of the foregoing, Comet shall not and shall not permit neither Parent nor any of its Subsidiaries to shall (except as specifically contemplated by the terms of this Agreement, as may be required by Law or Order or as set forth on Section 6.01(a) of the Comet Disclosure Letter), between the date of this Agreement and the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, directly or indirectlyindirectly do, do any of the following without the prior written consent of Venus (which shall not be unreasonably withheld, conditioned or delayed):the Company:

Conduct of Business Before the Closing Date. (a) Comet The Company covenants and agrees that, during the period from the date hereof to the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (except as otherwise specifically contemplated by the terms of this Agreement, as may be required by Law or Order or as otherwise set forth on Section 6.01(a) of the Comet Disclosure Letter), unless Venus Parent shall otherwise consent in writing (which shall not be unreasonably withheld, conditioned or delayed), writing: (i) the businesses of Comet the Company and its Subsidiaries shall be conducted, in all material respects, in the ordinary course of business, business and in a manner consistent with past practicepractice and, in all material respects, in compliance with applicable laws, including without limitation the timely filing of all reports, forms or other documents with the SEC required pursuant to the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as well as the timely filing of all reports, forms and other documents, and payment of all applicable regulatory fees and assessments, under applicable state and federal law; (ii) the Company shall use its commercially reasonable efforts to, and shall cause its Subsidiaries to use their commercially reasonable efforts to, continue to maintain, in all material respects, its assets, properties, rights and operations in accordance with present practice in a condition suitable for their current use; and (iiiii) Comet the Company shall use its commercially reasonable efforts consistent with the foregoing to preserve substantially intact the business organization of Comet the Company and its Subsidiaries, to keep available the services of the present executive officers and the key employees of Comet and its Subsidiaries Company Key Employees and to preserve, in all material respects, their respective assets and properties in good repair and condition and the present relationships and goodwill of Comet the Company and its Subsidiaries with Governmental Entities and persons with which Comet the Company or any of its Subsidiaries has significant business relations. Without limiting the generality of the foregoing, Comet shall not and shall not permit neither the Company nor any of its Subsidiaries to shall (except as specifically contemplated by the terms of this Agreement, as may be required by Law or Order Agreement or as set forth on Section 6.01(a) of the Comet Disclosure LetterSchedule 5.1(a)), between the date of this Agreement and the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, directly or indirectly, do any of the following without the prior written consent of Venus Parent (which shall not be unreasonably withhelddelayed, withheld or conditioned other than with respect to clauses (ii), (iii), (iv), (v) with respect to acquisitions of any businesses, or delayed(xiii)):

Conduct of Business Before the Closing Date. (a) Comet The Company covenants and agrees that, during the period from the date hereof to the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (except as otherwise specifically contemplated by the terms of this Agreement, as may be required by Law or Order or as otherwise set forth on Section 6.01(a) of the Comet Disclosure Letter), unless Venus Parent shall otherwise consent in writing (which shall not be unreasonably withheld, conditioned or delayed), writing: (i) the businesses of Comet the Company and its Subsidiaries shall be conducted, in all material respects, in the ordinary course of business, business and in a manner consistent with past practicepractice and, in all material respects, in compliance with applicable laws, including without limitation the HSR Act and the timely filing of all reports, forms or other documents with the SEC required pursuant to the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act; and (ii) Comet the Company shall and shall cause its Subsidiaries to (A) continue to maintain, in all material respects, its assets, properties, rights and operations in accordance with present practice in a condition suitable for their current use and (B) use commercially reasonable efforts to continue to spend the amounts under the Vendor Contracts at rates and consistent with past practice and in a manner that will ensure that no penalty or shortfall payment will be assessed against the Company or its Subsidiaries during the 12 months after the date hereof, and (iii) the Company shall use its commercially reasonable efforts consistent with the foregoing to preserve substantially intact the business organization of Comet the Company and its Subsidiaries, to keep available the services of the present executive officers and the key employees of Comet and its Subsidiaries and to preserve, in all material respects, their respective assets and properties in good repair and condition and the present relationships and goodwill of Comet the Company and its Subsidiaries with Governmental Entities and persons with which Comet the Company or any of its Subsidiaries has significant business relations. Without limiting the generality of the foregoing, Comet shall not and shall not permit neither the Company nor any of its Subsidiaries to shall (except as specifically contemplated by the terms of this Agreement, as may be required by Law or Order or as set forth on Section 6.01(a) of the Comet Disclosure Letter), between the date of this Agreement and the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, directly or indirectlyindirectly do, do any of the following without the prior written consent of Venus (which shall not be unreasonably withheld, conditioned or delayed):Parent: