Common use of Conduct of Business by Parent Pending the Merger Clause in Contracts

Conduct of Business by Parent Pending the Merger. Parent ------------------------------------------------ covenants and agrees that, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, unless the Company shall otherwise agree in writing, continue to conduct its business, and cause its Subsidiaries to continue to conduct their respective businesses, in a manner designed in its reasonable judgment, to enhance the long-term value of the Parent Common Stock and the business prospects of Parent and its Subsidiaries and to the extent consistent therewith use all reasonable best efforts to preserve intact the core businesses and goodwill of Parent and its Subsidiaries with their respective present officers, employees, consultants, customers, suppliers and other persons with which Parent or any of its Subsidiaries has significant business relations; provided, that the foregoing shall not prevent Parent or any of its Subsidiaries from acquiring any assets or other businesses or from discontinuing or disposing of any of their respective assets or businesses if such action is, in the judgment of Parent, desirable in the conduct of the business of Parent and such Subsidiaries. By way of amplification and not limitation, except as contemplated by this Agreement or as described on SCHEDULE 6.02, Parent shall not, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of the Company:

Conduct of Business by Parent Pending the Merger. Parent ------------------------------------------------ covenants and agrees that, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Parent covenants and agrees that, unless the Company shall otherwise agree in writing, continue to (i) Parent shall conduct its businessbusiness and shall cause the businesses of its subsidiaries to be conducted only in, and cause Parent and its Subsidiaries to continue to conduct their respective businessessubsidiaries shall not take any action except in, the ordinary course of business and in a manner designed consistent with past practice; (ii) Parent shall, and shall cause its subsidiaries to, use commercially reasonable efforts to keep in full force and effect adequate insurance coverages consistent with past practice and maintain and keep its properties and assets in good repair, working order and condition, normal wear and tear excepted; and (iii) Parent shall use its reasonable judgment, efforts to enhance the long-term value of the Parent Common Stock and preserve substantially intact the business prospects organization of Parent and its Subsidiaries subsidiaries, to keep available the services of the present officers, employees and to the extent consistent therewith use all reasonable best efforts to preserve intact the core businesses and goodwill consultants of Parent and its Subsidiaries subsidiaries and to preserve the present relationships of Parent and its subsidiaries with their respective present officers, employees, consultants, customers, suppliers and other persons with which Parent or any of its Subsidiaries subsidiaries has significant business relations; provided, that the foregoing shall not prevent Parent or any of its Subsidiaries from acquiring any assets or other businesses or from discontinuing or disposing of any of their respective assets or businesses if such action is, in the judgment of Parent, desirable in the conduct of the business of Parent and such Subsidiaries. By way of amplification and not limitation, except as contemplated by this Agreement or as described on SCHEDULE 6.02Agreement, neither Parent shall notnor any of its subsidiaries shall, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of the Company:

Conduct of Business by Parent Pending the Merger. Parent ------------------------------------------------ covenants and agrees that, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, except to the extent contemplated by this Agreement and the Proxy Statement/Prospectus, and the transactions described herein and therein, and except as necessary to fulfill their obligations hereunder, including without limitation their obligations under Section 1.9, Parent and Merger Sub covenant and agree that, unless the Company shall otherwise agree in writing, continue to Parent (i) shall conduct its businessbusiness and shall cause the businesses of its subsidiaries to be conducted only in, and cause Parent and its Subsidiaries to continue to conduct their respective businessessubsidiaries shall not take any action except in, the ordinary course of business and in a manner designed in its consistent with past practice, and (ii) shall use reasonable judgment, commercial efforts to enhance the long-term value of the Parent Common Stock and preserve substantially intact the business prospects organization of Parent and its Subsidiaries subsidiaries, to keep available the services of the present officers, employees and to the extent consistent therewith use all reasonable best efforts to preserve intact the core businesses and goodwill consultants of Parent and its Subsidiaries subsidiaries and to preserve the present relationships of Parent and its subsidiaries with their respective present officers, employees, consultants, customers, suppliers and other persons with which Parent or any of its Subsidiaries subsidiaries has significant business relations; provided, that the foregoing shall not prevent Parent or any of its Subsidiaries from acquiring any assets or other businesses or from discontinuing or disposing of any of their respective assets or businesses if such action is, in the judgment of Parent, desirable in the conduct of the business of Parent and such Subsidiaries. By way of amplification and not limitation, and except as contemplated by this Agreement or as described on SCHEDULE 6.02noted above, neither Parent shall notnor any of its subsidiaries shall, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of the Company: