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

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with Section 7.1, except (A) as required by applicable Law, (B) as may be consented to in writing by Parent (provided that, in the case of Sections 5.1(e), 5.1(f), 5.1(h), 5.1(l)(i), 5.1(m)(ii), 5.1(o), 5.1(p), 5.1(r), 5.1(s) and 5.1(v) and, with respect to transactions between the Company and one or more of its direct or indirect wholly owned Subsidiaries or solely among direct or indirect wholly owned Subsidiaries of the Company relating to Securities of direct or indirect wholly owned Subsidiaries of the Company, Section 5.1(b) and Section 5.1(c), such consent shall not be unreasonably withheld, delayed or conditioned), (C) as may be expressly required pursuant to this Agreement; (D) as required by the terms of any Company Material Contract set forth on Section 3.15 of the Company Disclosure Letter as in effect on the date of this Agreement or (E) as set forth on Section 5.1 of the Company Disclosure Letter, (x) the Company shall, and shall cause each of its Subsidiaries to, conduct the business of the Company and its Subsidiaries in all material respects in the ordinary course of business and in a manner consistent with past practice and, to the extent consistent therewith, use reasonable best efforts to preserve its assets and business organization intact in all material respects and maintain its existing business relations and goodwill with customers, suppliers, licensors, distributors, Governmental Authorities, independent contractors, employees and business partners, in each case whose business relationships are material to the Company and its Subsidiaries, taken as a whole (provided that, with respect to clause (x), no action or failure to take action with respect to matters specifically addressed by any of the provisions of clause (y) shall constitute a breach of clause (x) unless such action or failure to take action would constitute a breach of such applicable provision of clause (y)), and (y) without limiting the generality of clause (x), the Company shall not, and shall cause each of its Subsidiaries not to, directly or indirectly:

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with pursuant to Section 7.17.1 (Termination), except as (Aa) as may be required by applicable Law, (Bb) as may be consented to in writing by Parent (provided that, in the case of Sections 5.1(e), 5.1(f), 5.1(h), 5.1(l)(i), 5.1(m)(ii), 5.1(o), 5.1(p), 5.1(r), 5.1(s) and 5.1(v) and, with respect to transactions between the Company and one or more of its direct or indirect wholly owned Subsidiaries or solely among direct or indirect wholly owned Subsidiaries of the Company relating to Securities of direct or indirect wholly owned Subsidiaries of the Company, Section 5.1(b) and Section 5.1(c), such which consent shall not be unreasonably withheld, conditioned or delayed or conditioned(except with respect to subsections (c) (with respect to the Company Common Stock only), (Cd) as or (l) of this Section 5.1), (c) may be expressly required required, contemplated or permitted pursuant to this Agreement; (D) as required by the terms of any Company Material Contract set forth on Section 3.15 of the Company Disclosure Letter as in effect on the date of this Agreement or (Ed) as set forth on in Section 5.1 of the Company Disclosure Letter, (x) the Company shall, and shall cause each of (i) use its Subsidiaries to, reasonable best efforts to conduct the business of the Company and its Subsidiaries in all material respects in the ordinary course of business and in a manner consistent with past practice andand in compliance in all material respects with applicable Laws, including the timely filing of all reports, forms or other documents with the SEC required pursuant to the extent consistent therewithSecurities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, and (ii) use its reasonable best efforts to preserve its assets and business organization intact in all material respects its present relationships with key suppliers and maintain its existing other Persons with which it has material business relations and goodwill with customers(provided, suppliershowever, licensors, distributors, Governmental Authorities, independent contractors, employees and business partners, in each case whose business relationships are material to that no action by the Company and or any of its Subsidiaries, taken as a whole (provided thatapplicable, with respect to clause (x), no action or failure to take action with respect to matters specifically addressed by any provision of the provisions of immediately succeeding clause (y) shall constitute be deemed a breach of clause (x) the foregoing unless such action or failure to take action would constitute a breach of such applicable provision of the immediately succeeding clause (y)), and (iii) use its reasonable best efforts to, and shall cause its Subsidiaries to use their reasonable best efforts to, continue to maintain, in all material respects, its material assets, properties, rights and operations in accordance with present practice; and (y) without limiting the generality of clause (x), the Company shall not, and shall cause each not permit any of its Subsidiaries not to, directly or indirectly:

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with pursuant to Section 7.18.1, except (A) as required by applicable Law, (Ba) as may be consented to required by Law, (b) as may be agreed in writing by Parent (provided that, in the case of Sections 5.1(e), 5.1(f), 5.1(h), 5.1(l)(i), 5.1(m)(ii), 5.1(o), 5.1(p), 5.1(r), 5.1(s) and 5.1(v) and, with respect to transactions between the Company and one or more of its direct or indirect wholly owned Subsidiaries or solely among direct or indirect wholly owned Subsidiaries of the Company relating to Securities of direct or indirect wholly owned Subsidiaries of the Company, Section 5.1(b) and Section 5.1(c), such which consent shall not be unreasonably withheld, delayed or conditioned), (Cc) as may be expressly required permitted pursuant to this Agreement; , including effecting the Recapitalization or Pre-Merger Special Distribution, as the case may be, or (Dd) as required by the terms of any Company Material Contract set forth on in Section 3.15 6.1 of the Company Disclosure Letter as in effect on the date of this Agreement or (E) as set forth on Section 5.1 of the Company Disclosure LetterSchedule, (x) the Company shall, and shall cause each of its Subsidiaries to, conduct the business of the Company and its Subsidiaries in all material respects shall be conducted only in, and such entities shall not take any action except in the ordinary course of business and in a manner consistent with past practice and, to the extent consistent therewith, use reasonable best efforts to preserve its assets and business organization intact in all material respects and the Company and its Subsidiaries shall use their respective commercially reasonable efforts to preserve their business organizations substantially intact and maintain its existing business relations and goodwill with Governmental Authorities, top customers, suppliers, distributors, licensees, licensors, distributorscreditors, Governmental Authorities, independent contractorslandlords, employees and business partners, in each case whose business relationships are material to other person with whom the Company and its Subsidiariesmaintains a material business relationship; provided, taken as a whole (provided thathowever, with respect to clause (x), that no action by the Company or failure to take action its Subsidiaries with respect to matters specifically addressed by any provision of the provisions of clause (y) this Section 6.1 shall constitute be deemed a breach of clause (x) this sentence unless such action or failure to take action would constitute a breach of such applicable provision of clause (y)), specific provision; and (y) without limiting the generality of clause (x), the Company shall notnot (except for any actions taken in connection with the Distribution or the Recapitalization or Pre-Merger Special Distribution, and shall cause each of its Subsidiaries not to, directly or indirectly:as the case may be):

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and or the date, if any, on which this Agreement is terminated in accordance with pursuant to Section 7.18.1, except (Ai) as required by applicable Law, (Bii) as may be consented to agreed in writing by Parent (provided that, in the case of Sections 5.1(e), 5.1(f), 5.1(h), 5.1(l)(i), 5.1(m)(ii), 5.1(o), 5.1(p), 5.1(r), 5.1(s) and 5.1(v) and, with respect to transactions between the Company and one or more of its direct or indirect wholly owned Subsidiaries or solely among direct or indirect wholly owned Subsidiaries of the Company relating to Securities of direct or indirect wholly owned Subsidiaries of the Company, Section 5.1(b) and Section 5.1(c), such which consent shall not be unreasonably withheld, delayed or conditioned), (Ciii) as may be expressly required or contemplated pursuant to this Agreement; (D) as required by the terms of any Company Material Contract set forth on Section 3.15 of the Company Disclosure Letter as in effect on the date of this Agreement or (Eiv) as set forth on in Section 5.1 6.1 of the Company Disclosure Letter, (x) the Company shall, and shall cause each of its Subsidiaries to, conduct the business of the Company and its Subsidiaries in all material respects subsidiaries shall be conducted only in, and such entities shall not take any action except in the ordinary course of business and in a manner consistent with past practice and, to practice; and the extent consistent therewith, Company and its subsidiaries shall use their commercially reasonable best efforts to preserve its assets intact the Company’s business organization, to keep available the services of their current officers, key employees and business organization intact in all material respects key consultants, and to maintain its existing business relations and goodwill with customers, suppliers, licensors, distributors, Governmental Authorities, independent contractorsmaterial customers, employees material suppliers, material creditors and business partnersmaterial lessors; provided, in each case whose business relationships are material to however, that no action by the Company and or its Subsidiaries, taken as a whole (provided that, with respect to clause (x), no action or failure to take action subsidiaries with respect to matters specifically addressed by any provision of the provisions of clause (y) this Section 6.1 shall constitute be deemed a breach of clause (x) this sentence unless such action or failure to take action would constitute a breach of such specific provision. Furthermore, the Company agrees with Parent that, except (1) as required by applicable provision of clause Law, (y)2) as agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), and (y3) without limiting as may be expressly required or contemplated pursuant to this Agreement or (4) as set forth in Section 6.1 of the generality of clause (x)Company Disclosure Letter, the Company shall not, and shall cause each of its Subsidiaries not to, directly or indirectly:

Conduct of Business by the Company Pending the Merger. The (a) Except as expressly contemplated or permitted by this Agreement or as set forth on Section 7.1 of the Company covenants and agrees thatDisclosure Letter, between from the date of this Agreement until the earlier to occur of the Closing and the earlier termination of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with Section 7.1pursuant to Article IX, except (A) as required by applicable Law, (B) as may be consented to unless Parent shall otherwise consent in writing by Parent (provided that, in the case of Sections 5.1(e), 5.1(f), 5.1(h), 5.1(l)(i), 5.1(m)(ii), 5.1(o), 5.1(p), 5.1(r), 5.1(s) and 5.1(v) and, with respect to transactions between the Company and one or more of its direct or indirect wholly owned Subsidiaries or solely among direct or indirect wholly owned Subsidiaries of the Company relating to Securities of direct or indirect wholly owned Subsidiaries of the Company, Section 5.1(b) and Section 5.1(c), such which consent shall not be unreasonably withheld, delayed or conditioned), (C) as may be expressly required pursuant to this Agreement; (D) or except as required by the terms of any Company Material Contract set forth on Section 3.15 of the Company Disclosure Letter as in effect on the date of this Agreement or (E) as set forth on Section 5.1 of the Company Disclosure LetterApplicable Law, (x) the Company shall, and shall cause each of its Subsidiaries to, conduct their business in the business Ordinary Course of the Company and its Subsidiaries Business in all material respects in the ordinary course of business and in a manner consistent with past practice and, to the extent consistent not inconsistent therewith, use commercially reasonable best efforts to (i) preserve its assets and substantially intact their current business organization intact organizations, (ii) preserve in all material respects and maintain its existing business relations and goodwill their relationships with customers, suppliers, licensors, distributorslicensees, Governmental Authorities, independent contractors, employees distributors and business partners, in each case whose business relationships other third parties that are material to the Company operation of the business and its Subsidiaries(iii) keep available their present officers and key employees; provided, taken as a whole (provided that, in the case of the immediately preceding clauses (i), (ii) and (iii), commercially reasonable efforts shall not be deemed to require the Company or any of its Subsidiaries to exert any efforts with respect to clause a particular matter that are greater than the level of efforts exerted by the Company or such Subsidiary with respect to such matter prior to the date of this Agreement; provided, further, that (x), i) no action or failure to take action inaction by the Company or any of its Subsidiaries with respect to any of the matters specifically addressed by any another provision of the provisions of clause (y) this Section 7.1 shall constitute be deemed to be a breach of clause (x) the portion of this sentence preceding this proviso unless such action or failure to take action inaction would constitute a breach of such applicable other provision and (ii) the failure of clause (y)Parent to take any action prohibited by Section 7.2(b) shall not be deemed to be a breach of this Section 7.1(a)(i), and (yii) without limiting the generality of clause or (xiii), the Company shall not, and shall cause each of its Subsidiaries not to, directly or indirectly:.

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 8.1, except as (a) may be required by Law, (b) subject to the last paragraph of this Section 6.1, the Company determines, in good faith, may be necessary or advisable in accordance with Section 7.1, except (A) as required by applicable Lawthe COVID Measures or otherwise in response to COVID-19, (Bc) as may be consented to in writing by Parent (provided that, in the case of Sections 5.1(e), 5.1(f), 5.1(h), 5.1(l)(i), 5.1(m)(ii), 5.1(o), 5.1(p), 5.1(r), 5.1(s) and 5.1(v) and, with respect to transactions between the Company and one or more of its direct or indirect wholly owned Subsidiaries or solely among direct or indirect wholly owned Subsidiaries of the Company relating to Securities of direct or indirect wholly owned Subsidiaries of the Company, Section 5.1(b) and Section 5.1(c), such which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), (Cd) as may be expressly required or expressly contemplated pursuant to this Agreement; (D) as required by the terms of any Company Material Contract set forth on Section 3.15 of the Company Disclosure Letter as in effect on the date of this Agreement or (Ee) as set forth on in Section 5.1 6.1 of the Company Disclosure Letter, (x) the Company shall, and shall cause each of use its Subsidiaries to, reasonable best efforts to conduct the business of the Company and its Subsidiaries in all material respects in the ordinary course of business business, and in a manner consistent with past practice and, to the extent consistent therewith, the Company shall use its reasonable best efforts to preserve its assets and business organization intact in all material respects and maintain its existing business relations and goodwill present relationships with key customers, suppliers, licensors, distributors, Governmental Authorities, independent contractors, employees and other Persons with which it has material business partnersrelations (provided, in each case whose business relationships are material to however, that no action by the Company and or any of its Subsidiaries, taken as a whole (provided thatapplicable, with respect to clause (x), no action or failure to take action with respect to matters specifically addressed by any provision of the provisions of immediately succeeding clause (y) shall constitute be deemed a breach of clause (x) the foregoing unless such action or failure to take action would constitute a breach of such applicable provision of the immediately succeeding clause (y)), ; and (y) without limiting the generality of clause (x), the Company shall not, and shall cause each not permit any of its Subsidiaries not to, directly or indirectly:

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with Section 7.1, except (A) as may be required by applicable Law, (B) as may be consented to agreed in writing by Parent (provided that, in the case of Sections 5.1(e), 5.1(f), 5.1(h), 5.1(l)(i), 5.1(m)(ii), 5.1(o), 5.1(p), 5.1(r), 5.1(s) and 5.1(v) and, with respect to transactions between the Company and one or more of its direct or indirect wholly owned Subsidiaries or solely among direct or indirect wholly owned Subsidiaries of the Company relating to Securities of direct or indirect wholly owned Subsidiaries of the Company, Section 5.1(b) and Section 5.1(c), such which consent shall not be unreasonably withheld, delayed or conditioned), (C) as may be expressly contemplated or required pursuant to this Agreement; , (D) as required by for any reasonable and good faith actions taken or omitted to be taken, or any plans, procedures and practices adopted, solely to preserve the terms of any Company Material Contract set forth on Section 3.15 property and assets of the Company Disclosure Letter and its Subsidiaries or to protect the safety or health of personnel of the Company and its Subsidiaries in connection with the COVID-19 pandemic, in each case (i) consistent with prior practice or with respect to which the Company has reasonably consulted with Parent (to the extent practicable), and (ii) other than with respect to Section 5.1(a), Section 5.1(b), Section 5.1(c), Section 5.1(d), Section 5.1(k), Section 5.1(m), Section 5.1(q), Section 5.1(r), Section 5.1(s), and Section 5.1(y), to which this clause (D) shall not apply, and Section 5.1(n), to which this clause (D) shall be limited as in effect on the date of this Agreement set forth therein, or (E) as set forth on in Section 5.1 of the Company Disclosure Letter, (x) the Company shall, and shall cause each of its Subsidiaries to, conduct the business of the Company and its Subsidiaries in all material respects in the ordinary course of business and in a manner consistent with past practice and, to the extent consistent therewith, and use reasonable best efforts to preserve its assets and business organization intact in all material respects and maintain its existing business relations relationships and goodwill with material customers, suppliers, licensors, distributors, Governmental Authorities, independent contractors, employees Authorities and business partners, in each case whose business relationships are material and to keep available the Company services of its officers and its Subsidiaries, taken as a whole (provided that, with respect to clause (x), no action or failure to take action with respect to matters specifically addressed by any of the provisions of clause (y) shall constitute a breach of clause (x) unless such action or failure to take action would constitute a breach of such applicable provision of clause (y))key employees, and (y) without limiting the generality of clause (x), the Company shall not, and shall cause each of its Subsidiaries not to, directly or indirectly:

Conduct of Business by the Company Pending the Merger. (a) The Company covenants and agrees that, that between the date of this Agreement and the earlier of the Effective Time and the date, if any, on which termination of this Agreement is terminated in accordance with Section 7.1its terms (the “Pre-Closing Period”), except (Ai) as set forth in Section 5.01 of the Company Disclosure Letter, (ii) as expressly contemplated or required by any other provision of this Agreement, (iii) as required by applicable Law, any Governmental Entity of competent jurisdiction or the rules or regulations of the Nasdaq or (Biv) as may be consented to in writing by with the prior written consent of Parent (provided that, in the case of Sections 5.1(e), 5.1(f), 5.1(h), 5.1(l)(i), 5.1(m)(ii), 5.1(o), 5.1(p), 5.1(r), 5.1(s) and 5.1(v) and, with respect to transactions between the Company and one or more of its direct or indirect wholly owned Subsidiaries or solely among direct or indirect wholly owned Subsidiaries of the Company relating to Securities of direct or indirect wholly owned Subsidiaries of the Company, Section 5.1(b) and Section 5.1(c), such which consent shall not be unreasonably withheld, delayed or conditioned), (C) as may be expressly required pursuant to this Agreement; (D) as required by the terms of any Company Material Contract set forth on Section 3.15 of the Company Disclosure Letter as in effect on the date of this Agreement or (E) as set forth on Section 5.1 of the Company Disclosure Letter, (x) the Company shallwill, and shall will cause each of its Subsidiaries Company Subsidiary to, use its reasonable best efforts to conduct the business of the Company and its Subsidiaries in all material respects operations in the ordinary course of business and in a manner consistent with past practice and, to the extent consistent therewith, the Company will, and will cause each Company Subsidiary to, use its reasonable best efforts to (A) preserve intact its assets material assets, properties, Company Material Contracts and business organization intact in all organizations, (B) keep available the services of its current officers and key employees, subject to terminations for “cause” and (C) maintain existing relations with material respects and maintain its existing business relations and goodwill with customers, suppliers, licensorschannel partners, distributors, Governmental Authoritieslessors, independent contractorslicensors, employees licensees, creditors, contractors and business partners, in each case whose business relationships are material to other key persons with whom the Company and the Company Subsidiaries have significant relationships to the extent that the Company or one of the Company Subsidiaries has not, as of the date of this Agreement, already notified any such person of its Subsidiariesintent to modify or terminate such relations; provided, taken as a whole (provided that, with respect to clause (x), no action or failure to take action with respect to the matters specifically addressed by any subclause of the provisions of clause (yfollowing Section 5.01(b) shall constitute a breach of clause (xthis ‎ Section 5.01(a) unless such action or failure to take action would constitute a breach of such applicable provision subclause of clause (ySection 5.01(b)), and (y) without limiting the generality of clause (x), the Company shall not, and shall cause each of its Subsidiaries not to, directly or indirectly:.

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and or the date, if any, on which this Agreement is terminated in accordance with pursuant to Section 7.18.1, except (A) as required by applicable Law, (Bi) as may be consented to required by Law, (ii) as may be agreed in writing by Parent Buyer (provided that, in the case of Sections 5.1(e), 5.1(f), 5.1(h), 5.1(l)(i), 5.1(m)(ii), 5.1(o), 5.1(p), 5.1(r), 5.1(s) and 5.1(v) and, with respect to transactions between the Company and one or more of its direct or indirect wholly owned Subsidiaries or solely among direct or indirect wholly owned Subsidiaries of the Company relating to Securities of direct or indirect wholly owned Subsidiaries of the Company, Section 5.1(b) and Section 5.1(c), such which consent shall not be unreasonably withheld, delayed or conditioned), (Ciii) as may be expressly permitted pursuant to, or required pursuant to under, this Agreement; , or (Div) as required by the terms of any Company Material Contract set forth on in Section 3.15 6.1 of the Company Disclosure Letter as in effect on the date of this Agreement or (E) as set forth on Section 5.1 of the Company Disclosure LetterSchedule, (x) the Company shall, and shall cause each of its Subsidiaries to, conduct the business of the Company and its Subsidiaries in all material respects in subsidiaries shall be conducted only in, and such entities shall not take any action except in, the ordinary course of business and in a manner consistent with past practice and, to in all material respects; and the extent consistent therewith, Company and its subsidiaries shall use their reasonable best efforts to preserve its assets and substantially intact the Company’s business organization intact in all material respects and maintain (except that any of its existing business relations and goodwill wholly-owned subsidiaries may be merged with customersor into, suppliersor be consolidated with any of its other wholly-owned subsidiaries or may be liquidated into the Company or any of its subsidiaries), licensors, distributors, Governmental Authorities, independent contractorsto keep available the services of those of their present officers, employees and business partners, in each case whose business relationships consultants who are material integral to the Company and its Subsidiariesoperation of their businesses as presently conducted; provided, taken as a whole (provided thathowever, with respect to clause (x), that no action by the Company or failure to take action its subsidiaries with respect to matters specifically addressed by any provision of the provisions of clause (y) this Section 6.1 shall constitute be deemed a breach of clause (x) this sentence unless such action or failure to take action would constitute a breach of such applicable provision specific provision. Furthermore, the Company agrees with Buyer that, except as set forth in Section 6.1 of clause the Company Disclosure Schedule or as may be consented to in writing by Buyer (ywhich consent shall not be unreasonably withheld, delayed or conditioned (unless otherwise provided below)), and (y) without limiting the generality of clause (x), the Company shall not, and shall cause each of its Subsidiaries not permit any subsidiary to, directly or indirectly:

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and or the date, if any, on which this Agreement is terminated in accordance with pursuant to Section 7.18.1, except (A) as required by applicable Law, (Bi) as may be consented to required by Law, (ii) as may be agreed in writing by Parent (provided that, in the case of Sections 5.1(e), 5.1(f), 5.1(h), 5.1(l)(i), 5.1(m)(ii), 5.1(o), 5.1(p), 5.1(r), 5.1(s) and 5.1(v) and, with respect to transactions between the Company and one or more of its direct or indirect wholly owned Subsidiaries or solely among direct or indirect wholly owned Subsidiaries of the Company relating to Securities of direct or indirect wholly owned Subsidiaries of the Company, Section 5.1(b) and Section 5.1(c), such consent shall not be unreasonably withheld, delayed or conditioned)Parent, (Ciii) as may be expressly required permitted pursuant to this Agreement; (D) as required by the terms of any Company Material Contract set forth on Section 3.15 of the Company Disclosure Letter as in effect on the date of this Agreement or (Eiv) as set forth on in Section 5.1 6.1 of the Company Disclosure Letter, (x) the Company shall, and shall cause each of its Subsidiaries to, conduct the business of the Company and its Subsidiaries in all material respects subsidiaries shall be conducted only in, and such entities shall not take any action except in the ordinary course of business and in a manner consistent with past practice and, to practice; and the extent consistent therewith, Company and its subsidiaries shall use their reasonable best efforts to preserve its assets substantially intact the Company’s business organization, to keep available the services of those of their current officers, employees and business organization consultants who are integral to the operation of their businesses as currently conducted, preserve substantially intact in all material respects and maintain its existing business relations and goodwill relationships with customers, suppliers, licensorsGovernmental Authorities and other persons having significant business dealings with it and maintain its permits; provided, distributorshowever, Governmental Authorities, independent contractors, employees and business partners, in each case whose business relationships are material to that no action by the Company and or its Subsidiaries, taken as a whole (provided that, with respect to clause (x), no action or failure to take action subsidiaries with respect to matters specifically addressed by any provision of the provisions of clause (y) this Section 6.1 shall constitute be deemed a breach of clause (x) this sentence unless such action or failure to take action would constitute a breach of such applicable specific provision set forth below. Furthermore, the Company agrees with Parent that, except as set forth in Section 6.1 of clause (y)), and (y) without limiting the generality of clause (x)Company Disclosure Letter, the Company shall not, and shall cause each not permit any of its Subsidiaries not subsidiaries to, between the date of this Agreement and the Effective Time, directly or indirectly:, do, or agree to do, any of the following without prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned):