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 agrees that, between the date of this Agreement and the Effective Time, except as expressly contemplated by this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the businesses of the Company and the Subsidiaries shall be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice, and the Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of its present officers and employees and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons with which the Company or any Subsidiary has material business relations, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting the generality of the foregoing, except as contemplated by any other provision of this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the Company agrees that neither the Company nor any Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned:

Conduct of Business by the Company Pending the Merger. The ----------------------------------------------------- Company covenants and agrees that, between 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 Parent shall otherwise agree in writing and except as expressly contemplated required by this Agreement or as set forth in Section 5.01 of the UK Purchase Agreement, (i) the Company Disclosure Schedule, shall conduct its business and shall cause the businesses of the Company and the its Subsidiaries shall to be conducted only in, and the Company and the its Subsidiaries shall not take any an action except in, the ordinary course of business and in a manner consistent with past practice, and (ii) the Company shall, and shall cause each of the Subsidiaries to, use its all reasonable best efforts consistent with past practice effort to preserve substantially intact the business organization of the Company and the its Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of the present officers, employees and consultants of the Company and its present officers and employees Subsidiaries and to preserve the current present relationships of the Company and the its Subsidiaries with customers, suppliers and other Persons persons with which the Company or any Subsidiary of its Subsidiaries has material significant business relations, in each case in the ordinary course . By way of business amplification and in a manner consistent with past practice. Without limiting the generality of the foregoingnot limitation, except as contemplated by any other provision of this Agreement or as set forth in Section 5.01 of required by the Company Disclosure ScheduleUK Purchase Agreement or as described on SCHEDULE 6.01, the Company agrees that neither the Company nor any Subsidiary of its Subsidiaries shall, between 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 indirectlyindirectly do, do or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned:

Conduct of Business by the Company Pending the Merger. The Company agrees that, between the date of this Agreement and the Effective Time, except as expressly contemplated by this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the businesses of the Company and the Subsidiaries shall be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practicepractice and in compliance with applicable Law, and the Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of its present officers and employees condition and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons persons with which the Company or any Subsidiary has material business relations, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting the generality By way of the foregoingamplification and not limitation, except as expressly contemplated by any other provision of this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the Company agrees that neither the Company nor any Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do do, or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned:

Conduct of Business by the Company Pending the Merger. The Company agrees that, between the date of this Agreement and the Effective Time, except as expressly contemplated permitted or required by any provision of this Agreement or as otherwise set forth in Section 5.01 6.01 of the Company Disclosure Schedule, the Company shall, and shall cause each Subsidiary to, (a) conduct the businesses of the Company and the Subsidiaries shall be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice, including, without limitation, paying its debts and Taxes when due subject to good faith disputes over such debts or Taxes, paying or performing its other obligations when due (or within applicable grace periods) and maintaining its books and records in the Company shall, ordinary course of business consistent with past practice and shall cause each of the Subsidiaries to, (b) use its reasonable best efforts consistent with past practice to preserve substantially intact the lines of business organization of the Company and the Subsidiaries, to preserve keep available the assets services of the current officers, employees and properties consultants of the Company and the Subsidiaries in good repair and condition, to keep available the services of its present officers and employees and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons persons with which the Company or any Subsidiary has material business relationsdealings and keep available the services of its present officers and key employees, in each case in with the ordinary course of objective that the goodwill and ongoing business and in a manner consistent with past practice. Without limiting the generality of the foregoing, except Company and the Subsidiaries shall be unimpaired at the Effective Time. Except as contemplated by any other provision of this Agreement or as otherwise set forth in Section 5.01 6.01 of the Company Disclosure Schedule, the Company agrees that neither the Company nor any Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do do, or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned:

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees on behalf of itself and its Subsidiaries that, between the date of this Agreement and the Effective Time, except as expressly contemplated by this Agreement or as set forth required by Law, or unless Parent and Merger Sub shall otherwise consent in Section 5.01 of the Company Disclosure Schedulewriting, the businesses of the Company and the its Subsidiaries shall be conducted only in, and the Company shall not, and the Subsidiaries Company shall not permit any of its Subsidiaries to, take any action except in, the ordinary course of business and in a manner consistent with past practice, and the Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of its present officers and employees and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons with which the Company or any Subsidiary has material business relations, in each case (i) in the ordinary course of business and in a manner consistent with past practicepractice or (ii) as set forth in Section 4.1 of the Company Disclosure Schedule; and the Company will use its commercially reasonable efforts to preserve substantially intact the business organization of the Company and its Subsidiaries, to keep available the services of the present officers, employees and consultants of the Company and its Subsidiaries, to preserve the present relationships of the Company and its Subsidiaries with customers, clients, suppliers and other Persons with which the Company and its Subsidiaries have significant business relations and pay all applicable federal and material state, local and foreign Taxes when due and payable (other than those Taxes the payment of which the Company or one of its Subsidiaries challenges in good faith in appropriate proceedings), to operate the business of the Company and its Subsidiaries in compliance with all Laws, and to maintain in full force and effect all Permits necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted. Without limiting the generality of Notwithstanding the foregoing, except as contemplated by any other provision of this Agreement or as set forth in Section 5.01 4.1 of the Company Disclosure Schedule, the Company agrees that neither the Company nor any Subsidiary shallshall not, between the date of this Agreement and the Effective Time, directly or indirectly, do shall not permit any of the following its Subsidiaries, without the prior written consent of ParentParent and Merger Sub, which consent shall not be unreasonably withheld, delayed or conditionedto:

Conduct of Business by the Company Pending the Merger. The Each of Seller and the Company agrees covenant and agree that, between the date of this Agreement and the Effective Time, (i) unless Purchaser shall otherwise agree in writing, (ii) except as expressly contemplated specifically permitted or required by this Agreement and (iii) except for such changes in or transfers of assets or liabilities as set forth may be necessary so that the representations and warranties contained in Section 5.01 2.1 are accurate as of the Company Disclosure ScheduleClosing, the businesses of the Company and the Subsidiaries shall be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice, . Each of Seller and the Company shall, and shall cause each of the Subsidiaries to, use its reasonable their respective best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve keep available the assets services of the current officers, employees and properties consultants of the Company and the Subsidiaries in good repair and conditionSubsidiaries, to keep available the services of its present officers and employees and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons persons with which the Company or any Subsidiary of the Subsidiaries has material significant business relations, in each case in . Seller shall cause the ordinary course Company and the Subsidiaries to comply with the Company's obligations under this Section 4.1. By way of business amplification and in a manner consistent with past practice. Without limiting the generality of the foregoingnot limitation, except as expressly contemplated by any other provision of this Agreement or as set forth in Section 5.01 of the Company Disclosure ScheduleAgreement, the Company agrees that neither the Company nor any Subsidiary of the Subsidiaries shall, between the date of this Agreement and the Effective Time, directly or indirectly, do do, or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditionedPurchaser:

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement hereof and the Effective Time, except as expressly contemplated required or permitted by this Agreement or as set forth in Section 5.01 4.1 of the Company Disclosure ScheduleSchedule or unless Parent shall otherwise consent in writing in advance (which consent shall not be unreasonably withheld or delayed), the Company shall conduct and shall cause the businesses of the Company and the each of its Subsidiaries shall to be conducted only in, and the Company and the its Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice, practice and the in compliance with applicable Laws. The Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization and properties, rights and assets of the Company and the each of its Subsidiaries, to preserve the assets and properties of maintain in effect the Company and Material Agreements (except upon the Subsidiaries in good repair and conditionnatural expiration of such Company Material Agreements by their terms), to keep available the services of its the present officers and employees of the Company and each of its Subsidiaries, to preserve the current present relationships of the Company and the each of its Subsidiaries with advertisers, sponsors, customers, licensees, suppliers and other Persons with which the Company or any Subsidiary of its Subsidiaries has material business relations, in each case in the ordinary course . By way of business amplification and in a manner consistent with past practice. Without limiting the generality of the foregoingnot limitation, except as contemplated by any other provision of this Agreement or as set forth in Section 5.01 4.1 of the Company Disclosure Schedule, the Company agrees that neither the Company nor any Subsidiary of its Subsidiaries shall, between the date of this Agreement hereof and the Effective Time, directly or indirectlyindirectly do, do or propose to do, any of the following without the prior written consent of Parent, Parent (which consent shall not be unreasonably withheld, delayed withheld or conditioned:delayed):

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement hereof and the Effective Time, except as expressly contemplated required or permitted by this Agreement or as set forth unless Parent shall otherwise agree in Section 5.01 of writing, the Company Disclosure Schedule, shall conduct and shall cause the businesses of the Company each of its Subsidiaries and the Subsidiaries shall Affiliated Entities to be conducted only in, and the Company and the its Subsidiaries and Affiliated Entities shall not take any action except in, the ordinary course of business and in a manner consistent with past practice, and the . The Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization and assets of the Company and the Subsidiarieseach of its Subsidiaries and Affiliated Entities, and to preserve the assets operate, and properties cause each of the Company its Subsidiaries and the Subsidiaries in good repair Affiliated Entities to operate, according to plans and conditionbudgets provided to Parent, to keep available the services of the present officers, employees and consultants of the Company and each of its present officers Subsidiaries and employees Affiliated Entities, to maintain in effect Material Agreements and to preserve the current present relationships of the Company and the each of its Subsidiaries and Affiliated Entities with advertisers, sponsors, customers, licensees, suppliers and other Persons with which the Company or any Subsidiary of its Subsidiaries and Affiliated Entities has material business relations, in each case in the ordinary course . By way of business amplification and in a manner consistent with past practice. Without limiting the generality of the foregoingnot limitation, except as contemplated expressly permitted by any other provision of this Agreement or as set forth in Section 5.01 of the Company Disclosure ScheduleAgreement, the Company agrees that neither the Company nor any Subsidiary of its Subsidiaries or Affiliated Entities shall, between the date of this Agreement hereof and the Effective Time, directly or indirectlyindirectly do, do or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned:

Conduct of Business by the Company Pending the Merger. The Company agrees that, between the date of this Agreement and the Effective Time, except as expressly contemplated by this Agreement or as set forth in Section 5.01 of the Company Disclosure ScheduleSchedules, the businesses of the Company and the Subsidiaries shall be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice, and the Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of its present officers and employees and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons with which the Company or any Subsidiary has material business relations, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting the generality of the foregoing, except as contemplated by any other provision of this Agreement or as set forth in Section 5.01 of the Company Disclosure ScheduleSchedules, the Company agrees that neither the Company nor any Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do any of the following without the prior written consent of Parent, Parent (which consent shall not be unreasonably withheldwithheld with respect to clauses (e)(iii) and (n) (except as set forth in Section 5.01(n) of the Company Schedules) and, delayed or conditioned:to the extent it relates to either of foregoing clauses, clause (r)):

Conduct of Business by the Company Pending the Merger. The Company agrees that, between the date of this Agreement and the Effective Time, except as expressly contemplated required by this Agreement or applicable Law, as set forth in Section 5.01 of the Company Disclosure ScheduleLetter or as expressly contemplated by any other provision of this Agreement, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed) (i) the businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business and in a lawfully permitted manner consistent with past practice, and the Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of its present officers and employees and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons with which the Company or any Subsidiary has material business relations, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting ; and (ii) the generality Company shall use its reasonable best efforts to preserve substantially intact the business organization of the foregoingCompany and the Company Subsidiaries, to keep available the services of the current officers, employees, consultants, contractors, subcontractors and agents of the Company and the Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with Governmental Authorities, customers, suppliers and other persons with which the Company or any Company Subsidiary has material relations. By way of amplification and not limitation, except as contemplated by any other provision of this Agreement or as set forth in Section 5.01 of the Company Disclosure ScheduleLetter, the Company agrees that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do do, or propose to do, any of the following without the prior written consent of Parent, Parent (which consent shall not be unreasonably withheld, delayed conditioned or conditioned:delayed):

Conduct of Business by the Company Pending the Merger. The Company agrees that, between the date of this Agreement and the Effective Time, except as expressly contemplated by this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the businesses of the Company and the Subsidiaries shall be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice, and the Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of its present officers and employees and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons with which the Company or any Subsidiary has material business relations, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting the generality of the foregoing, except as contemplated by any other provision of this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the Company agrees that neither the Company nor any Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed:

Conduct of Business by the Company Pending the Merger. The Company agrees that, between the date of this Agreement and the Effective Time, except as expressly contemplated by this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the businesses Business of the Company and the its Subsidiaries shall be conducted only in, and the Company and the Subsidiaries shall not take any action except in, in the ordinary course of business and in a manner consistent with past practice, and the Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business Business organization of the Company and the its Subsidiaries, to preserve the assets and properties of the Company and the its Subsidiaries in good repair and condition, to keep available maintain and protect rights in material Intellectual Property used in the services Business of the Company and its present officers and employees Subsidiaries and to preserve the current relationships of the Company and the its Subsidiaries with customers, suppliers customers and other Persons with which the Company or any Subsidiary has material business relationssuppliers, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting the generality of the foregoing, except as may be deemed reasonable, necessary or advisable in the good faith determination of the Company’s Board. Except as expressly contemplated by any other provision of this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the Company agrees that neither the Company nor any Subsidiary of its Subsidiaries shall, between the date of this Agreement and the Effective Time, directly or indirectly, do any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned:

Conduct of Business by the Company Pending the Merger. The Company agrees that, between the date of this Agreement and the Effective Time, except Except as may be otherwise expressly contemplated by this Agreement or indicated as set forth permitted in Section 5.01 of the Company Disclosure Schedule, 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 covenants and agrees that, unless Parent shall otherwise agree in writing, the Company shall conduct its business and shall cause the businesses of the Company and the Subsidiaries shall its subsidiaries to be conducted only in, and the Company and the Subsidiaries its subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice, and the Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of its present officers and employees and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons with which the Company or any Subsidiary has material business relations, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting ; and the generality Company shall use reasonable commercial efforts to preserve substantially intact the business organization of the foregoingCompany and its subsidiaries, to keep available the services of the present officers, employees and consultants of the Company and its subsidiaries, to take all reasonable action necessary to prevent the loss, cancellation, abandonment, forfeiture or expiration of any Company Intellectual Property, Third Party Intellectual Property Rights, and Material Contracts and to preserve the present relationships of the Company and its subsidiaries with customers, suppliers and other persons with which the Company or any of its subsidiaries has significant business relations. By way of amplification and not limitation, except as contemplated by any other provision of this Agreement or as set forth in and Section 5.01 of the Company Disclosure Schedule, the Company agrees that neither the Company nor any Subsidiary of its subsidiaries shall, between 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 indirectlyindirectly do, do or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned:

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between during the period from the date of this Agreement and continuing until the Effective Time, except as expressly contemplated by earlier of the termination of this Agreement or the time Parent's designees are elected as set forth in Section 5.01 directors of the Company Disclosure Schedulepursuant to Section 1.3, unless Parent shall otherwise agree in writing, which agreement shall not be unreasonably withheld, delayed, or conditioned, the Company shall, unless expressly authorized to do otherwise pursuant to paragraphs (a) through (o) below, in all material respects conduct its business and shall cause the businesses of the Company and the Subsidiaries shall its subsidiaries to be conducted only in, and the Company and the Subsidiaries shall not take any action except in, in the ordinary course of business and in a manner consistent with past practice, and the Company shall, and shall cause each of the Subsidiaries to, use its reasonable best commercial efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and conditionits subsidiaries, to keep available the services of the present officers, employees and consultants of the Company and its present officers and employees subsidiaries and to preserve the current present relationships of the Company and the Subsidiaries its subsidiaries with customers, suppliers and other Persons persons with which the Company or any Subsidiary of its subsidiaries has material a significant business relations, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting the generality of the foregoing, except as contemplated by any other provision of this Agreement or as set forth in on Section 5.01 5.1 of the Company Disclosure Schedule, the Company agrees that neither the Company nor any Subsidiary of its subsidiaries shall, between during the period from the date of this Agreement and continuing until the Effective Timeearlier of the termination of this Agreement or the time Parent's designees are elected as directors of the Company pursuant to Section 1.3, directly or indirectlyindirectly do, do or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed:

Conduct of Business by the Company Pending the Merger. The Company agrees that, that between the date of this Agreement and the earlier of the Effective TimeTime and the valid termination of this Agreement in accordance with Article VII, except (w) as expressly contemplated by this Agreement or as specifically set forth in Section 5.01 of the Company Disclosure ScheduleLetter, the businesses of the Company and the Subsidiaries shall be conducted only in(x) as expressly required or expressly provided for by this Agreement, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and (y) as required by applicable Law or (z) as expressly consented to in a manner consistent with past practice, and the Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of its present officers and employees and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons with which the Company or any Subsidiary has material business relations, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting the generality of the foregoing, except as contemplated writing by any other provision of this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the Company agrees that neither the Company nor any Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do any of the following without the prior written consent of Parent, Parent (which consent shall not be unreasonably withheld, delayed or conditioned, it being understood that any action or omission taken or omitted to be taken by the Company or any Company Subsidiary at the direction or with the actual knowledge of any Dual Representative, shall be deemed to have been taken with Parent’s prior written consent in accordance with and for all purposes under this Agreement), the Company will, and will cause each Company Subsidiary to, use reasonable best efforts to conduct its businesses and operations in all material respects in the ordinary course of business consistent with past practice, and the Company will use, and will cause each Company Subsidiary to use, reasonable best efforts to (1) preserve its and their business organization, (2) preserve the present relationships and goodwill with those persons having significant business relationships with the Company and the Company Subsidiaries and (3) comply with and maintain all material Permits required to conduct its and their businesses and to own, lease and operate its and their properties and assets. Without limiting the foregoing, and as an extension thereof, subject to the exceptions described in clauses (w) through (z) of the foregoing sentence, the Company shall not, and shall not permit any Company Subsidiary, between the date of this Agreement and the earlier of the Effective Time and the valid termination of this Agreement in accordance with Article VII, to:

Conduct of Business by the Company Pending the Merger. The Company agrees that, between 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 as expressly contemplated by this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedulecovenants and agrees that, unless Parent shall otherwise agree in writing, the Company shall conduct its business and shall cause the businesses of the Company and the its Subsidiaries shall to be conducted only in, and the Company and the its Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice, other than actions taken by the Company or its Subsidiaries in order to facilitate the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereunder which actions would not breach any of the Company's representations, warranties, covenants or agreements herein; and the Company shall, and shall cause each of the Subsidiaries to, use its reasonable best commercial efforts consistent with past practice to preserve substantially intact the business organization of the Company and the its Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of the present officers, employees, agents, distributors and consultants of the Company and its present officers and employees Subsidiaries and to preserve the current present relationships of the Company and the its Subsidiaries with customers, suppliers and other Persons with which the Company or any Subsidiary of its Subsidiaries has material significant business relations, in each case in the ordinary course . By way of business amplification and in a manner consistent with past practice. Without limiting the generality of the foregoingnot limitation, except as contemplated by any other provision of this Agreement or as set forth in Section 5.01 of the Company Disclosure ScheduleAgreement, the Company agrees that neither the Company nor any Subsidiary of its Subsidiaries shall, between 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 indirectlyindirectly do, do or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned:

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the Effective TimeTime or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, except (i) as required by applicable Law, (ii) as consented to in writing by Parent, which consent shall not be unreasonably withheld, conditioned or delayed, (iii) as may be expressly required or expressly contemplated by pursuant to this Agreement or (iv) as set forth in Section 5.01 6.1 of the Company Disclosure ScheduleLetter, the businesses business of the Company and the Subsidiaries its subsidiaries shall be conducted only in, and the Company and the Subsidiaries such entities shall not take any action except in, the ordinary course of business and in a manner consistent with past practice, and the Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of its present officers and employees and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons with which the Company or any Subsidiary has material business relations, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting ; and the generality of Company and its subsidiaries shall use their reasonable best efforts to (a) preserve intact the foregoing, except as contemplated by any other provision of this Agreement or as set forth in Section 5.01 Company's business organization and the assets of the Company Disclosure Scheduleand its subsidiaries, (b) to keep available the services of their current officers, key employees and key consultants, and (c) to maintain existing relationships and goodwill with Governmental Authorities, material customers, material suppliers, material creditors and material lessors and other persons with which the Company or any of its subsidiaries has significant business relations. Furthermore, the Company agrees that neither the Company nor any Subsidiary shallwith Parent that, between the date of this Agreement and the Effective Timeexcept (1) as required by applicable Law, directly or indirectly, do any of the following without the prior written consent of (2) as consented to in writing by Parent, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed, (3) as may be expressly required or expressly contemplated pursuant to this Agreement or (4) as set forth in Section 6.1 of the Company Disclosure Letter, the Company shall not:

Conduct of Business by the Company Pending the Merger. The Company agrees that, between from the date hereof until the earlier of the Effective Time or the termination of this Agreement and the Effective Timein accordance with Article IX, except as expressly contemplated required by this Agreement or applicable Law, as set forth in Section 5.01 6.01 of the Company Disclosure ScheduleLetter or as expressly contemplated, the businesses required or permitted by any other provision of the Company and the Subsidiaries this Agreement, unless Parent shall be conducted only inotherwise consent in writing, and the Company and the Subsidiaries which consent shall not take any action except inbe unreasonably withheld, the ordinary course of business and in a manner consistent with past practicedelayed or conditioned, and the Company shall, and shall cause each of the Subsidiaries Company Subsidiary to, use conduct its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of its present officers and employees and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons with which the Company or any Subsidiary has material business relations, in each case businesses in the ordinary course of business and in a manner consistent with past practice. Without limiting practice in all material aspects, and use its commercially reasonable efforts to preserve substantially intact the generality business organization of the foregoingCompany and the Company Subsidiaries, maintain in effect all of the Company Permits, keep available the services of the current officers and key employees of the Company and the Company Subsidiaries and preserve the current relationships of the Company and the Company Subsidiaries with the Governmental Authorities, lenders, customers, suppliers and other persons with which the Company or any Company Subsidiary has material relations, in each case in all material aspects. By way of amplification and not limitation, except as contemplated required by applicable Law, as set forth in Section 6.01 of the Company Disclosure Letter, as expressly contemplated, required or permitted by any other provision of this Agreement or as set forth in Section 5.01 of the Company Disclosure ScheduleAgreement, the Company agrees that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the earlier of the Effective TimeTime or the termination of this Agreement in accordance with Article IX, directly or indirectly, do any of the following without the prior written consent of Parent, Parent (which consent shall not be unreasonably withheld, delayed conditioned or conditioned:delayed):

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the Effective Time, except as expressly contemplated by this Agreement or as set forth in Section 5.01 6.01 of the Company Disclosure ScheduleStatement or as otherwise expressly provided for in this Agreement, the businesses of the Company and the Subsidiaries unless Merger Sub shall be conducted only inotherwise agree in writing, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice, and the Company shall, and shall cause each of its subsidiaries to, conduct its business in the Subsidiaries ordinary course and in a manner consistent in all material respects with past practice. The Company shall, and shall cause its subsidiaries to, use commercially reasonable efforts to (i) preserve intact its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiariesorganization, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to (ii) keep available the services of its present officers and the current officers, key employees and to consultants of the Company and its subsidiaries, (iii) preserve the current relationships of the Company and the Subsidiaries its subsidiaries with customers, suppliers franchisees, distributors, suppliers, licensors, licensees, contractors and other Persons persons with which the Company or any Subsidiary its subsidiaries has material significant business relations, (iv) maintain all assets in each case good repair and condition (except for ordinary wear and tear) other than those disposed of in the ordinary course of business, (v) maintain all insurance necessary to the conduct of the Company's business as currently conducted, (vi) maintain its books of account and records in the usual, regular and ordinary manner, and (vii) maintain, enforce and protect all of the material Intellectual Property Rights owned or used by the Company or its subsidiaries in a manner consistent in all material respects with past practice. Without limiting the generality By way of the foregoingamplification and not limitation, except as contemplated by any other provision of this Agreement Agreement, or as set forth in Section 5.01 6.01 of the Company Disclosure ScheduleStatement, the Company agrees that neither the Company nor any Subsidiary shallshall not, and shall cause its subsidiaries not to, between the date of this Agreement and the Effective Time, directly or indirectlyindirectly do, do or propose to do, any of the following without the prior written consent of Parent, Merger Sub (which consent shall not be unreasonably withheld, delayed or conditioned:).

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the Effective TimeTime or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, except (i) as required by applicable Law, (ii) as consented to in writing by Parent, which consent shall not be unreasonably withheld, conditioned or delayed, (iii) as may be expressly required or expressly contemplated by pursuant to this Agreement or (iv) as set forth in Section 5.01 6.1 of the Company Disclosure ScheduleLetter, the businesses business of the Company and the Subsidiaries its subsidiaries shall be conducted only in, and the Company and the Subsidiaries such entities shall not take any action except in, the ordinary course of business and in a manner consistent with past practice, and the Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of its present officers and employees and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons with which the Company or any Subsidiary has material business relations, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting ; and the generality of Company and its subsidiaries shall use their reasonable best efforts to (a) preserve intact the foregoing, except as contemplated by any other provision of this Agreement or as set forth in Section 5.01 Company’s business organization and the assets of the Company Disclosure Scheduleand its subsidiaries, (b) to keep available the services of their current officers, key employees and key consultants, and (c) to maintain existing relationships and goodwill with Governmental Authorities, material customers, material suppliers, material creditors and material lessors and other persons with which the Company or any of its subsidiaries has significant business relations. Furthermore, the Company agrees that neither the Company nor any Subsidiary shallwith Parent that, between the date of this Agreement and the Effective Timeexcept (1) as required by applicable Law, directly or indirectly, do any of the following without the prior written consent of (2) as consented to in writing by Parent, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed, (3) as may be expressly required or expressly contemplated pursuant to this Agreement or (4) as set forth in Section 6.1 of the Company Disclosure Letter, the Company shall not:

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the Effective Time, except as expressly contemplated by this Agreement or as set forth disclosed in Section 5.01 5.1 of the Company Disclosure Schedule, the businesses Schedule or as otherwise expressly provided for in any of the Company Transaction Agreements, unless the Parent and the Subsidiaries Purchaser shall be conducted only inotherwise agree in writing, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice, and the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course and in a manner consistent in all material respects with past practice. The Company shall, and shall cause its Subsidiaries to, use reasonable commercial efforts to (i) preserve intact its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiariesorganization, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to (ii) keep available the services of its present officers and the current officers, key employees and to consultants of the Company and its Subsidiaries, (iii) preserve the current relationships of the Company and the its Subsidiaries with customers, suppliers franchisees, distributors, suppliers, licensors, licensees, contractors and other Persons with which the Company or any Subsidiary its Subsidiaries has material significant business relations, (iv) maintain all assets in each case good repair and condition in all material respects (except for ordinary wear and tear) other than those disposed of in the ordinary course of business, (v) maintain all insurance and Permits necessary to the conduct of the Company’s business as currently conducted, (vi) maintain its books of account and records in the usual, regular and ordinary manner in all material respects, and (vii) maintain, enforce and protect all of the material Company Intellectual Property Rights in a manner consistent in all material respects with past practice. Without limiting the generality By way of the foregoingamplification and not limitation, except as expressly contemplated by any other provision of this Agreement the Transaction Agreements, or as set forth disclosed in Section 5.01 5.1 of the Company Disclosure ScheduleSchedule(1), the Company agrees that neither the Company nor any Subsidiary shallshall not, and shall cause its Subsidiaries not to, between the date of this Agreement and the Effective Time, directly or indirectly, do any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned:directly

Conduct of Business by the Company Pending the Merger. The Company agrees that, between the date Agreement Date and the earlier of the Effective Time and the termination of this Agreement and in accordance with its terms (the Effective Time“Pre-Closing Period”), except as expressly contemplated by this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the businesses of the Company and the Subsidiaries shall be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice, and the Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of its present officers and employees and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons with which the Company or any Subsidiary has material business relations, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting the generality of the foregoing, except as contemplated by any other provision of this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the Company shall, and shall cause the Company Subsidiaries to, conduct the businesses of the Company and the Company Subsidiaries in the ordinary course of business and, to the extent consistent therewith, use reasonable best efforts to (i) preserve substantially intact the business organization of the Company and the Company Subsidiaries, (ii) keep available the services of its executive officers and key employees on commercially reasonable terms, (iii) maintain in effect all necessary licenses, permits, consents, franchises and approvals and authorizations, and (iv) maintain satisfactory relationships of the Company and the Company Subsidiaries with any persons with which the Company or any Company Subsidiary has material business relations and with Governmental Authorities that have jurisdiction over their respective businesses and operations. Subject to Section 6.06, the Company agrees that, between the Agreement Date and the Effective Time, it shall not, directly or indirectly, take any action or knowingly fail to take any action that is intended to materially delay or prevent the consummation of the Transactions. Except as expressly contemplated by any other provision of this Agreement, as set forth in Section 5.01 of the Company Disclosure Schedule or as required by applicable Law, neither the Company nor any Company Subsidiary shall, between during the date of this Agreement and the Effective Time, directly or indirectlyPre-Closing Period, do any of the following without the prior written consent of Parent, which provided that, in the case of clauses (h) and (m) and, solely with respect to clauses (h) and (m), (u) of this Section 5.01, such consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed:

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the Effective TimeTime or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, except (i) as may be required by Law, (ii) as may be agreed to in writing by Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be expressly contemplated permitted by this Agreement Agreement, (iv) as may be expressly permitted by the Spin-Off Agreements, or (v) as set forth in Section 5.01 6.1 of the Company Disclosure Schedule, the businesses business of the Company and the Subsidiaries its subsidiaries, shall be conducted only in, and the Company and the Subsidiaries such entities shall not take any action except in, the ordinary course of business, in a manner consistent with past practice in all material respects and in compliance with all applicable Laws in all material respects and, to the extent consistent therewith, each of the Company and its subsidiaries shall use their respective commercially reasonable efforts to (x) subject to prudent management of workforce needs and ongoing programs currently in force, preserve its business organization intact, maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors, employees and business associates and continue to manage contracts and relations with such parties in good faith and in a manner consistent with past practicepractice in all material respects, (y) maintain and the Company shall, keep material properties and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, subject to keep available the services of its present officers ordinary course wear and employees tear and (z) maintain in effect all material governmental permits necessary to preserve the current relationships operation of the Company and the Subsidiaries with customers, suppliers and other Persons with which business the Company or any Subsidiary has material business relations, in each case of its subsidiaries. In furtherance thereof the Company agrees to make the capital investments in the ordinary course of business and in a manner consistent with past practice. Without limiting Television Business as substantially contemplated by the generality operating budget of the foregoingTelevision Business in effect on the date hereof. The Company agrees with Buyer that, except as contemplated by any other provision of this Agreement or as set forth in Section 5.01 of the Company Disclosure Scheduleclauses (i) through (v) above, the Company agrees that neither the Company nor any Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld(and, delayed or conditioned:as applicable, shall cause its subsidiaries not to):

Conduct of Business by the Company Pending the Merger. The Company agrees that, between the date of this Agreement and the Effective Time, except as expressly contemplated by this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the businesses of the Company and the Subsidiaries shall be conducted only in, and the Company and the Subsidiaries shall not take any action without the prior written consent of Parent, except in, in the ordinary course of business and in a manner consistent with past practicepractice and in compliance in all material respects with applicable Law, and the Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available maintain and protect rights in material Intellectual Property used in the services business of its present officers the Company and employees the Subsidiaries and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons persons with which the Company or any Subsidiary has material business relations, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting the generality By way of the foregoingamplification and not limitation, except as expressly contemplated by any other provision of this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the Company agrees that neither the Company nor any Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do do, or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned:

Conduct of Business by the Company Pending the Merger. The Company agrees that, between the date of this Agreement and the Effective Time, except as expressly contemplated by this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the businesses of the Company and the Subsidiaries shall be conducted only in, and the Company and the Subsidiaries shall not take any action without the prior written consent of Parent, except in, in the ordinary course of business and in a manner consistent with past practicepractice and in compliance in all material respects with applicable Law, and the Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available maintain and protect rights in material Intellectual Property used in the services business of its present officers the Company and employees the Subsidiaries and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons persons with which the Company or any Subsidiary has material business relations, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting the generality By way of the foregoingamplification and not limitation, except as expressly contemplated by any other provision of this Agreement or as set forth in Section 5.01 Table of Contents of the Company Disclosure Schedule, the Company agrees that neither the Company nor any Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do do, or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned:

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement hereof and the Effective Time, except as expressly contemplated required or permitted by this Agreement or as set forth unless Parent shall otherwise agree in Section 5.01 of writing, the Company Disclosure Schedule, shall conduct and shall cause the businesses of the Company and the each of its Subsidiaries shall to be conducted only in, and the Company and the its Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice, and the . The Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization and assets of the Company and the each of its Subsidiaries, and to preserve the assets operate, and properties cause each of the Company its Subsidiaries to operate, according to plans and the Subsidiaries in good repair and conditionbudgets provided to Parent, to keep available the services of the present officers, employees and consultants of the Company and each of its present officers and employees Subsidiaries, to maintain in effect Material Agreements and to preserve the current present relationships of the Company and the each of its Subsidiaries with advertisers, sponsors, customers, licensees, suppliers and other Persons with which the Company or any Subsidiary of its Subsidiaries has material business relations, in each case in the ordinary course . By way of business amplification and in a manner consistent with past practice. Without limiting the generality of the foregoingnot limitation, except as contemplated expressly permitted by any other provision of this Agreement or as set forth in Section 5.01 of the Company Disclosure ScheduleAgreement, the Company agrees that neither the Company nor any Subsidiary of its Subsidiaries shall, between the date of this Agreement hereof and the Effective Time, directly or indirectlyindirectly do, do or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned:

Conduct of Business by the Company Pending the Merger. The Company agrees thatExcept (1) with the prior written consent of Parent (which consent shall not be unreasonably withheld, between the date of this Agreement conditioned or delayed (except with respect to Sections 5.1(a)(i) through (iii) and the Effective Time5.1(g)(B), except for which consent may be withheld in Parent's sole discretion)), (2) as required by applicable Law, (3) as expressly contemplated by this Agreement or (4) as otherwise set forth in Section 5.01 5.1 of the Company Disclosure ScheduleLetter, during the businesses of period from the Company and date hereof until the Subsidiaries shall Effective Time (or such earlier date on which this Agreement may be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice, and terminated) the Company shall, and shall cause each of the its Subsidiaries to, carry on its business in all material respects in the ordinary course consistent with past practice. To the extent consistent with the foregoing and except as otherwise consented to in writing by Parent, the Company and its Subsidiaries shall use its their respective reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve the their assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of its present officers preserve their business organizations intact, maintain existing relations and goodwill with Governmental Entities, alliances, customers, suppliers, employees and to preserve business associates and manage its working capital (including the current relationships timing of collection of accounts receivable, the Company payment of accounts payable and the Subsidiaries with customers, suppliers and other Persons with which the Company or any Subsidiary has material business relations, in each case management of inventory) in the ordinary course of business and in a manner consistent with past practicepractice and, in each case, in all material respects. Without limiting the generality of the foregoing, and except as (i) required by applicable Law, (ii) expressly contemplated by any other provision of this Agreement or as (iii) otherwise set forth in Section 5.01 5.1 of the Company Disclosure ScheduleLetter, during such period, the Company agrees that neither the Company nor any Subsidiary shallshall not, between the date of this Agreement and the Effective Time, directly or indirectly, do shall not permit any of the following its Subsidiaries to, without the prior written consent of Parent, Parent (which consent shall not be unreasonably withheld, conditioned or delayed or conditioned:(except with respect to Sections 5.1(a)(i) through (iii) and 5.1(g)(B), for which consent may be withheld in Parent's sole discretion)):

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement hereof and the Effective Time, except as expressly contemplated required or permitted by this Agreement or unless Parent shall otherwise agree in writing in advance (which consent shall not be unreasonably withheld or delayed) or as otherwise set forth in on Section 5.01 4.1 of the Company Disclosure ScheduleSchedule prior to the date hereof, the Company shall conduct and shall cause the businesses of the Company and the each of its Subsidiaries shall to be conducted only in, and the Company and the its Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice, practice and the in compliance with applicable laws. The Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization and assets of the Company and the each of its Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of the present officers, employees and consultants of the Company and each of its present officers and employees Subsidiaries, to maintain in effect Material Agreements and to preserve the current present relationships of the Company and the each of its Subsidiaries with customers, licensees, suppliers and other Persons with which the Company or any Subsidiary of its Subsidiaries has material significant business relations, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting the generality of the foregoing, except as contemplated by any other provision of this Agreement or Except as set forth in on Section 5.01 4.1 of the Company Disclosure Schedule, the Company agrees that neither the Company nor any Subsidiary of its Subsidiaries shall, between the date of this Agreement hereof and the Effective Time, directly or indirectlyindirectly do, do or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned:

Conduct of Business by the Company Pending the Merger. The Company agrees that, between the date of this Agreement and the Effective Time, except as expressly contemplated by this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the businesses of the Company and the Subsidiaries shall be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice, and the Company shall, and shall cause each of the Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve substantially intact the business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition, to keep available the services of its present officers and employees and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other Persons persons with which the Company or any Subsidiary has material business relations, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting the generality of the foregoing, except as contemplated by any other provision of this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the Company agrees that neither the Company nor any Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do any of the following without the prior written consent of ParentMerger Co (which consent, which consent with respect to subsections (h), (i), (k), (n) and (q) below, shall not be unreasonably withheld, delayed or conditioned:):