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

Conduct of Business by the Company Pending the Merger. (a) The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX, except (i) as set forth in Section 6.01 of the Company Disclosure Schedule, (ii) as expressly contemplated or permitted by this Agreement or (iii) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the businesses of the Company and its Subsidiaries shall be conducted only in, and the Company and 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 and each of its Subsidiaries shall use their reasonable best efforts to (A) preserve substantially intact their existing assets, (B) preserve substantially intact their business organization, (C) keep available the services of their current officers, employees and consultants, (D) maintain and preserve intact their current relationships with customers, suppliers, distributors, creditors and other Persons with which the Company or any of its Subsidiaries has significant business relations and (E) comply in all material respects with applicable Law.

Conduct of Business by the Company Pending the Merger. (a) The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement pursuant to Article IXVIII, except (i) as set forth in Section 6.01 6.01(a) of the Company Disclosure Schedule, (ii) as expressly contemplated or permitted by any other provision of this Agreement or required by applicable Law or (iii) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the businesses of the Company and its Subsidiaries shall be conducted only in, and the Company and its Subsidiaries shall not take any action except in, in the ordinary course of business and in a manner consistent with past practice and and, to the extent consistent therewith, the Company and each of its Subsidiaries shall use their commercially reasonable best efforts to (A) preserve substantially intact their existing assets, (B) preserve substantially intact their business organization, (C) keep available the services of their current officers, officers and key employees of the Company and consultants, its Subsidiaries and material consultants and (D) maintain and preserve intact their current relationships with customers, suppliers, distributors, creditors creditors, and other Persons with which the Company or any of its Subsidiaries has significant business relations and (E) comply in all material respects with applicable Lawas of the date hereof.

Conduct of Business by the Company Pending the Merger. (a) The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and the termination of date, if any, on which this Agreement is terminated pursuant to Article IXSection 7.1, except (i) as set forth in Section 6.01 of the Company Disclosure Schedulemay be required by Law, (ii) as expressly contemplated or permitted may be consented to in writing by this Agreement or (iii) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (iii) as may be expressly contemplated pursuant to this Agreement or (iv) as set forth in Section 5.1(a) of the businesses Company Disclosure Letter, (x) the business of the Company and its Subsidiaries subsidiaries and Affiliated Entities shall be conducted only in, and the Company and its Subsidiaries shall not take any action except in, in the ordinary course of business and in a manner consistent with past practice in all material respects, (y) it shall use its reasonable best efforts to keep available the services of the current executive officers and key employees of the Company and each of its Subsidiaries shall use their reasonable best efforts subsidiaries and Affiliated Entities and to (A) preserve substantially intact their existing assets, (B) preserve substantially intact their business organization, (C) keep available the services of their current officers, employees and consultants, (D) maintain and preserve intact their current relationships of the Company and each of its subsidiaries and Affiliated Entities with each of the distributors, franchisees, customers, suppliers, distributors, creditors Governmental Authorities and other Persons persons with which whom the Company or any of its Subsidiaries subsidiaries and Affiliated Entities has significant material business relations and (Ez) comply in all material respects with applicable Law.the Company shall not and shall not permit any of its subsidiaries or Affiliated Entities to:

Conduct of Business by the Company Pending the Merger. (a) The Company covenants and agrees that, that between the date of this Agreement hereof and the earlier of the Effective Time and the termination of this Agreement pursuant to Article IXTime, except (i) as set forth unless Parent shall otherwise agree in Section 6.01 of the Company Disclosure Schedulewriting, (ii) as expressly contemplated or permitted by this Agreement or (iii) with the prior written consent of Parent (which consent agreement shall not be unreasonably withheld, conditioned or delayeddelayed (and except as set forth in Section 5.1 of the Company Disclosure Letter or as otherwise expressly contemplated, permitted or required by this Agreement), the businesses Company shall and shall cause each of the Company and its Subsidiaries shall be conducted to, (i) maintain its existence in good standing under applicable Law, (ii) subject to the restrictions and exceptions set forth in Section 5.1(b) or elsewhere in this Agreement, conduct its business and operations in all material respects only in, and the Company and its 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 and each of its Subsidiaries shall (iii) use their commercially reasonable best efforts to to, in all material respects, (A) preserve substantially intact their existing its assets, properties, Contracts or other legally binding understandings and business organizations, (B) preserve substantially intact their business organization, (C) keep available the services of their its current officers, officers and key employees and consultants, consultants and (DC) maintain and preserve intact their the current relationships of the Company and its Subsidiaries with customers, suppliersvendors, distributors, creditors lessors, licensors, licensees, creditors, employees, contractors and other Persons with which the Company or any of its Subsidiaries has significant business relations and (E) comply in all material respects with applicable Lawrelations.

Conduct of Business by the Company Pending the Merger. (a) The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and the termination of date, if any, on which this Agreement is terminated pursuant to Article IXSection 8.1, except (ia) as set forth in Section 6.01 of the Company Disclosure Schedulemay be required by Law, (iib) as expressly contemplated or permitted may be agreed in writing by this Agreement or (iii) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned), (c) as may be expressly permitted pursuant to this Agreement, including effecting the businesses Recapitalization and the Patent Sale Transaction, or (d) as set forth in Section 6.1 of the Company Disclosure Schedule, (x) the business of the Company and its Subsidiaries subsidiaries shall be conducted only in, and the Company and its Subsidiaries such entities shall not take any action except in, in the ordinary course of business and in a manner consistent with past practice in all material respects and the Company and each of its Subsidiaries subsidiaries shall use their respective commercially reasonable best efforts to (A) preserve their business organizations substantially intact their and maintain existing assetsrelations with Governmental Authorities, (B) preserve substantially intact their business organization, (C) keep available the services of their current officers, employees and consultants, (D) maintain and preserve intact their current relationships with top customers, suppliers, distributors, creditors licensees, licensors, creditors, landlords, employees and other Persons person with which whom the Company maintains a material business relationship; provided, however, that no action by the Company or its subsidiaries with respect to matters specifically addressed by any provision of its Subsidiaries has significant business relations this Section 6.1 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision; and (Ey) comply in all material respects with applicable Law.the Company shall not:

Conduct of Business by the Company Pending the Merger. (a) The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement pursuant to Article IXTime, except (i) as set forth in Section 6.01 6.01(a) of the Company Disclosure Schedule, (ii) as expressly contemplated or permitted by any other provision of this Agreement or (iii) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned withheld or delayed), the businesses of the Company and its Subsidiaries shall be conducted only in, and the Company and 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 and each of its Subsidiaries shall use their commercially reasonable best efforts to (A) preserve substantially intact their existing assets, (B) preserve substantially intact their business organization, (C) keep available the required services of their current officers, employees and consultants, (D) maintain and preserve intact their current relationships with customers, suppliers, distributors, creditors and other Persons with which the Company or any of its Subsidiaries has significant business relations and (E) comply in all material respects with applicable Law.

Conduct of Business by the Company Pending the Merger. (a) The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement pursuant to Article IXTime, except (i) as required by applicable Law, (ii) as set forth in Section 6.01 5.01 of the Company Disclosure Schedule, (iiiii) as expressly contemplated or permitted by any other provision of this Agreement or (iiiiv) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed), the businesses of the Company and its Subsidiaries shall be conducted only in, and the Company and its 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 and each of its Subsidiaries shall use their reasonable best efforts to (A) preserve substantially intact their existing assetsassets in all material respects, (B) preserve substantially intact their business organization, (C) keep available the services of their current officers, officers and key employees and consultants, (D) maintain and preserve intact in all material respects their current relationships with customers, suppliers, distributors, creditors suppliers and other Persons distributors with which the Company or any of its Subsidiaries has significant material business relations and (E) comply in all material respects with applicable Lawrelations.

Conduct of Business by the Company Pending the Merger. (a) The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and or the termination of time, if any, at which this Agreement pursuant to Article IXis terminated in accordance with Section 9.01 (the “Pre-Closing Period”), except (i) as set forth in Section 6.01 of the Company Disclosure Schedule, (ii) as expressly contemplated or permitted by any other provision of this Agreement Agreement, (iii) as required by applicable Law, or (iiiiv) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned), the businesses of the Company and its Subsidiaries shall be conducted only in, and the Company and 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 and each of its Subsidiaries shall use their reasonable best efforts to (A) preserve substantially intact their existing assets, (B) preserve substantially intact their business organization, (C) keep available the services of their current officers, employees and consultants, (D) maintain and preserve intact their current relationships with their significant customers, suppliers, distributors, creditors and other Persons with which the Company or any of its Subsidiaries has significant business relations and (E) comply in all material respects with applicable Law.

Conduct of Business by the Company Pending the Merger. (a) The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and the termination of date, if any, on which this Agreement is terminated pursuant to Article IXSection 8.1, except (ia) as set forth in Section 6.01 of the Company Disclosure Schedulemay be required by Law, (iib) as expressly contemplated or permitted may be agreed in writing by this Agreement or (iii) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned), (c) as may be expressly required pursuant to this Agreement or as necessary to effect the businesses transactions contemplated hereby, or (d) as set forth in Section 6.1 of the Company Disclosure Letter, (x) the business of the Company and its Subsidiaries shall be conducted only in, and the Company and its Subsidiaries such entities shall not take any action except in, in the ordinary course of business and in a manner consistent with past practice in all material respects, and to the extent consistent therewith, the Company and each of its Subsidiaries shall use their its commercially reasonable best efforts to (A) preserve substantially intact their existing assets, (B) preserve substantially intact their its current business organization, (C) keep available the services of their current officers, employees and consultants, (D) maintain and to preserve intact their current in all material respects its present relationships with key customers, suppliers, distributors, creditors suppliers and other Persons with which it has material business relations; and (y) without limiting the generality of the foregoing, the Company or shall not, and shall not permit any of its Subsidiaries has significant business relations and (E) comply in all material respects with applicable Law.to:

Conduct of Business by the Company Pending the Merger. (a) The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and the termination of date on which this Agreement pursuant to Article IXis terminated, except (i) as set forth in Section 6.01 of the Company Disclosure Schedule, (ii) as expressly contemplated or permitted by this Agreement Agreement, (ii) as required by applicable Law or (iii) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayeddelayed and shall be deemed to have been given if Parent does not object in writing within three (3) Business Days after a written request for such approval is delivered to Parent by the Company), the Company shall use commercially reasonable efforts to carry on the businesses of the Company and its Subsidiaries shall be conducted only in, and the Company and its Subsidiaries shall not take any action except in, in the ordinary course of business and in a manner consistent with past practice in all material respects and the Company shall use, and shall cause each of its Subsidiaries shall use to use, their reasonable best efforts efforts, consistent with past practice, to (A) preserve substantially intact their existing assets, (B) preserve substantially intact their business organization, (C) keep available the services of their current officers, employees organization and consultants, (D) maintain and preserve intact their current relationships and goodwill with customers, suppliers, distributors, creditors executives and other Persons key employees and Governmental Authorities with which the Company or any of its Subsidiaries has significant material business relations and (E) comply in all material respects with applicable Lawas of the date hereof.

Conduct of Business by the Company Pending the Merger. (a) The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement pursuant to Article IXTime, except (i) as set forth in Section 6.01 6.01(a) of the Company Disclosure Schedule, (ii) as expressly contemplated or permitted by any other provision of this Agreement or (iii) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the businesses of the Company and its Subsidiaries shall be conducted only in, and the Company and 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 and each of its Subsidiaries shall use their commercially reasonable best efforts efforts, consistent with past practice, to (A) preserve substantially intact their existing assets, (B) preserve substantially intact their business organization, (C) keep available the services of their current officers, employees and consultants, (D) maintain and preserve intact their current relationships with customers, suppliers, distributors, creditors and other Persons with which the Company or any of its Subsidiaries has significant material business relations relations, in each case of clauses (A)-(D), in all material respects, and (E) comply in all material respects with applicable Law.. 41

Conduct of Business by the Company Pending the Merger. (a) The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and the termination of date, if any, on which this Agreement is terminated pursuant to Article IXSection 7.1, except (i) as set forth in Section 6.01 of the Company Disclosure Schedulemay be required by Law, (ii) as expressly contemplated or permitted may be consented to in writing by this Agreement or (iii) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (iii) as may be expressly permitted or contemplated pursuant to this Agreement or (iv) as set forth in Section 5.1(a) of the businesses Company Disclosure Letter, (x) the business of the Company and its Subsidiaries subsidiaries shall be conducted only in, and the Company and its Subsidiaries shall not take any action except in, in the ordinary course of business and in a manner consistent with past practice in all material respects, (y) it shall use its reasonable best efforts to keep available the services of the current executive officers and key employees of the Company and each of its Subsidiaries shall use their reasonable best efforts subsidiaries and to (A) preserve substantially intact their existing assets, (B) preserve substantially intact their business organization, (C) keep available the services of their current officers, employees and consultants, (D) maintain and preserve intact their current relationships of the Company and each of its subsidiaries with each of the distributors, franchisees, customers, suppliers, distributors, creditors suppliers and other Persons persons with which whom the Company or any of its Subsidiaries subsidiaries has significant material business relations and (Ez) comply in all material respects with applicable Law.the Company shall not and shall not permit any of its subsidiaries to:

Conduct of Business by the Company Pending the Merger. (a) The Company covenants and agrees that, between the date of this Agreement and the earlier of Effective Time, unless the Effective Time and the termination of this Agreement pursuant to Article IX, except (i) as set forth Parent shall otherwise agree in Section 6.01 of the Company Disclosure Schedule, (ii) as expressly contemplated or permitted by this Agreement or (iii) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed)writing, the businesses of the Company and its the Subsidiaries shall be conducted only in, and the Company and its the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice practice; and the Company and each of its Subsidiaries shall use their its reasonable best efforts to (A) preserve substantially intact their existing assetsthe business organization of the Company and the Subsidiaries, (B) preserve substantially intact their business organizationto maintain adequate insurance coverage, (C) to keep available the services of their the current officers, employees and consultants, (D) maintain consultants of the Company and the Subsidiaries and to preserve intact their the current relationships of the Company and the Subsidiaries with customers, suppliers, distributors, creditors suppliers and other Persons persons with which the Company or any of its Subsidiaries Subsidiary has significant business relations relations. By way of amplification and (E) comply in all material respects with applicable Law.not limitation of the foregoing, except as expressly contemplated by this Agreement, neither the Company nor any Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of the Parent:

Conduct of Business by the Company Pending the Merger. (a) The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement pursuant to Article IXTime, except (i) as set forth in Section 6.01 of the Company Disclosure Schedule, (ii) as expressly contemplated or permitted by any other provision of this Agreement or (iii) with the prior written consent of Parent (which such consent shall not to be unreasonably withheld, conditioned or delayed), the businesses of the Company and its Subsidiaries shall be conducted only in, and the Company and its 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 and each of its Subsidiaries shall use their reasonable best efforts to (A) preserve substantially intact their existing assets, (B) preserve substantially intact their business organization, (C) keep available the services of their current officers, employees and consultants, (D) maintain and preserve intact their current relationships with their significant customers, suppliers, distributors, creditors and other Persons with which the Company or any of its Subsidiaries has significant business relations and (E) comply in all material respects with applicable Law.