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 earlier of the termination of this Agreement pursuant to Section 9.01 hereof or the Effective Time, except as set forth in Section 6.01 of the Disclosure Schedule, unless Parent shall otherwise agree in writing, 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 use its reasonable best efforts to preserve substantially intact the business organization of the Company and the Subsidiaries, to keep available the services of the current officers, employees and consultants of the Company and the Subsidiaries 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 significant business relations. By way of amplification and not limitation, except as expressly contemplated by this Agreement and Section 6.01 of the Disclosure Schedule, neither the Company nor any Subsidiary shall, between the date of this Agreement and the earlier of the termination of this Agreement pursuant to Section 9.01 hereof or the Effective Time, directly or indirectly, do, or propose to do, any of the following without the prior written consent of Parent:

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the earlier of the termination of this Agreement pursuant to Section 9.01 hereof or the Effective Time, except as set forth in Section 6.01 of the Disclosure Schedule, unless Parent shall otherwise agree in writingwriting and except as specifically permitted or required by this Agreement, the businesses of the Company and the its Subsidiaries shall 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 or in accordance with the budget established by the Company and the provided to Parent. The Company shall use its reasonable best efforts to preserve substantially intact the business organization of the Company and the its Subsidiaries, to keep available the services of the current officers, employees and consultants of the Company and the Subsidiaries its Subsidiaries, and to preserve the current 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 significant business relations. By way of amplification and not limitation, except as expressly contemplated by this Agreement and Section 6.01 of the Disclosure ScheduleAgreement, neither the Company nor any Subsidiary of its Subsidiaries shall, between the date of this Agreement and the earlier of the termination of this Agreement pursuant to Section 9.01 hereof or the Effective Time, directly or indirectly, do, or propose to do, any of the following without the prior written consent of Parent:

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between during the period from the date hereof until the election or appointment of Parent’s nominees to the Company Board pursuant to Section 2.03 or the Merger Effective Time, whichever is earlier, except (i) as contemplated by this Agreement and the earlier of the termination of this Agreement pursuant to Section 9.01 hereof or the Effective TimeNote Documents, except (ii) as set forth in Section 6.01 7.01 of the Company Disclosure ScheduleSchedule or as required by Law, or (iii) unless Parent shall otherwise agree consent in writingwriting (which consent shall not be unreasonably withheld, delayed or conditioned), the businesses business of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the in its ordinary course of business and in a manner and, to the extent consistent with past practice; and not in violation of any other provisions of this Section 7.01, the Company shall use its reasonable best efforts to preserve substantially intact the its business organization of the Company and the Subsidiariesorganization, to keep available the services of the current officers, employees and consultants of the Company and the Subsidiaries and to preserve the current its present relationships of the Company and the Subsidiaries with customers, suppliers and other persons Persons with which the Company or any Subsidiary it has significant business relations. By way of amplification and not limitation, except as expressly contemplated by this Agreement and Section 6.01 Without limiting the generality of the Disclosure Schedule, neither the Company nor any Subsidiary shallforegoing, between the date of this Agreement and the earlier election or appointment of Parent’s nominees to the termination of this Agreement Company Board pursuant to Section 9.01 hereof 2.03 or the Merger Effective Time, directly or indirectlywhichever is earlier, doexcept as otherwise contemplated by this Agreement, or propose to dothe Note Documents, any as set forth in Section 7.01 of the following Company Disclosure Schedule or as required by Law, neither the Company nor the Company Subsidiaries shall without the prior written consent of Parent: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 During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to Section 9.01 hereof or the Effective Time, subject to the provisions of Section 5.02 and except as otherwise contemplated by this Agreement or except as required by a Governmental Entity or applicable Law or as set forth in Section 6.01 of the Disclosure Schedule, unless Parent shall otherwise agree in writing, the businesses 5.01 of the Company Disclosure Schedule and except to the Subsidiaries extent that Purchaser shall otherwise consent in writing (such consent not to be unreasonably withheld or delayed), (a) the business of the Company 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 in accordance in all material respects with all applicable laws, rules and regulations, and (b) the Company shall agrees to use its all reasonable best efforts to preserve substantially intact the business organization of the Company consistent with past practices and the Subsidiaries, policies to keep available the services of the current officers, its present officers and key employees and consultants and preserve its relationships with material customers, suppliers, distributors, licensors, licensees, and others having material business dealings with it. The Company shall promptly notify Purchaser of any event or occurrence not in the ordinary course of business of the Company Company. Except in connection with a transaction permitted pursuant to the provisions of Section 5.02 and the Subsidiaries 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 significant business relations. By by way of amplification and not limitation, except as expressly contemplated by this Agreement and or as set forth in Section 6.01 5.01 of the Company Disclosure Schedule, neither the Company nor any Subsidiary shall, between the date of this Agreement and the earlier of the termination of this Agreement pursuant to Section 9.01 hereof (i) Termination or (ii) the Effective Time, directly or indirectly, do, or propose to do, any of the following without the prior written consent of Parent:Purchaser (such consent not to be unreasonably withheld, delayed or modified):

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 pursuant to Section 9.01 hereof or the Effective Time, except as set forth in Section 6.01 of the Disclosure Schedule, unless Parent DHI shall otherwise agree in writing, the Company shall conduct its business and shall cause the businesses of the Company and the Subsidiaries shall to 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 the manner consistent with past practice; and the . The Company shall use its reasonable best commercial efforts to preserve substantially intact the business organization of the Company and the Company Subsidiaries, to keep available the services of the current present officers, employees and consultants of the Company and the Company Subsidiaries and to preserve the current present relationships of the Company and the Company Subsidiaries with customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations. By way of amplification and not limitation, except as expressly contemplated by this Agreement and Section 6.01 of the Disclosure ScheduleAgreement, neither the Company nor any Company Subsidiary shall, between during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to Section 9.01 hereof or the Effective Time, directly or indirectly, do, or propose to do, indirectly do any of the following without the prior written consent of ParentDHI:

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 pursuant to Section 9.01 hereof or the Effective Time, except as set forth in Section 6.01 of the Disclosure Schedule, 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 practicepractice and in compliance in all material respects with all applicable laws and regulations; and the Company shall use its reasonable best efforts to preserve substantially intact the business organization of the Company and the its Subsidiaries, to keep available the services of the current officers, employees and consultants of the Company and the its 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 significant business relations. By way of amplification and not limitation, except as expressly contemplated by this Agreement and or set forth in Section 6.01 5.1 of the Disclosure Schedule, neither the Company nor any Subsidiary shallshall not and shall not permit its Subsidiaries to, between during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to Section 9.01 hereof or the Effective Time, directly or indirectly, indirectly do, or propose to do, any of the following without the prior written consent of Parent:

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the earlier of the termination of this Agreement pursuant to Section 9.01 hereof or the Effective Time, except as set forth in Section 6.01 of unless the Disclosure Schedule, unless Parent shall otherwise agree in writing, 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 use its reasonable best efforts to preserve substantially intact the business organization of the Company and the Subsidiaries, to maintain adequate insurance coverage, to keep available the services of the current officers, employees and consultants of the Company and the Subsidiaries 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 significant business relations. By way of amplification and not limitationlimitation of the foregoing, except as expressly contemplated by this Agreement and Section 6.01 of the Disclosure ScheduleAgreement, neither the Company nor any Subsidiary shall, between the date of this Agreement and the earlier of the termination of this Agreement pursuant to Section 9.01 hereof or the Effective Time, directly or indirectly, 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. 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 pursuant to Section 9.01 hereof or the Effective Time, except as set forth in Section 6.01 of the Disclosure Schedule, unless Parent shall otherwise agree in writing, and except as set forth in Section 4.01 of the Company Disclosure Schedule, 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 use its reasonable best commercial efforts to preserve substantially intact the business organization of the Company and the Subsidiariesits subsidiaries, to keep available the services of the current present officers, employees and consultants of the Company and the Subsidiaries its subsidiaries and to preserve the current present relationships of the Company and the Subsidiaries its subsidiaries with customers, suppliers and other persons with which the Company or any Subsidiary of its subsidiaries has significant business relations. By way of amplification and not limitation, except as expressly contemplated by this Agreement and Section 6.01 of the Disclosure ScheduleAgreement, 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 pursuant to Section 9.01 hereof or the Effective Time, and except as set forth in Section 4.01 of the Company Disclosure Schedule, directly or indirectly, indirectly do, or propose to do, any of the following without the prior written consent of Parent, which, in the case of clauses (c), (d)(iv), (e), (f), (h) or (i), will not be unreasonably withheld or delayed:

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between from and after the date of this Agreement and until the earlier of the termination of this Agreement pursuant to in accordance with Section 9.01 8.1 hereof or and the Effective Time, except as set forth in Section 6.01 of the Disclosure Schedule, unless Parent shall otherwise agree consent in writing, the businesses of the Company and the Subsidiaries shall be conducted only in, and neither the Company and nor any of 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 each of the Subsidiaries will use its reasonable best efforts to preserve substantially intact the business organization of the Company and the Subsidiariessuch Subsidiary, to keep available the services of the current present officers, employees and consultants of the Company and the Subsidiaries and to preserve the current present relationships of the Company and the Subsidiaries with customers, suppliers and other persons Persons with which the Company or any Subsidiary has and such Subsidiaries have significant business relations. By way of amplification and not limitation, except as expressly contemplated by this Agreement and Section 6.01 Without limiting the generality of the Disclosure Scheduleforegoing, neither the Company nor any Subsidiary shall, between from and after the date of this Agreement and until the earlier of the termination of this Agreement pursuant to in accordance with Section 9.01 8.1 hereof or and the Effective Time, directly unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or indirectlyconditioned), do, and except as (x) contemplated by this Agreement or propose to do, any (y) set forth in Section 5.1 of the following without Disclosure Schedule, the prior written consent of ParentCompany shall not, and shall cause the Subsidiaries not to:

Conduct of Business by the Company Pending the Merger. The Company agrees that, between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement pursuant to Section 9.01 hereof Article VIII, as expressly contemplated by any other provision of this Agreement or the Effective Time, except as set forth in Section 6.01 of the Disclosure Schedulerequired by applicable Law, unless Parent shall otherwise agree consent in writingwriting (which consent shall not be unreasonably withheld, conditioned or delayed), (A) the Company shall (i) 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, Group Companies in the ordinary course of business and in a manner consistent with past practicepractice in all material respects; and the Company shall (ii) use its commercially reasonable best efforts to preserve substantially intact the business organization of the Company and the SubsidiariesGroup Companies in all material respects, to keep available the services of the current officers, officers and key employees and consultants of the Company and the Subsidiaries Group Companies and to preserve maintain in all material respects the current relationships of the Company and the Subsidiaries Group Companies with customers, suppliers existing customers and other persons with which any Group Company has material business relations as of the Company or any Subsidiary has significant business relationsdate hereof. By way of amplification and not limitation, except as expressly contemplated by this Agreement and Section 6.01 of the Disclosure Schedule, neither the Company nor any Subsidiary shall, between the date of this Agreement and until the earlier of the Effective Time and termination of this Agreement pursuant to Section 9.01 hereof Article VIII, except as (x) required by applicable Law or (y) expressly contemplated or permitted by any other provision of this Agreement, the Effective TimeCompany shall not and shall not permit any other Group Company to, directly or indirectly, do, do or propose to do, do any of the following without the prior written consent of Parent:

Conduct of Business by the Company Pending the Merger. The Company agrees that, between the date of this Agreement and the earlier of the termination of this Agreement pursuant to Section 9.01 hereof or the Effective Time, except as set forth in Section 6.01 5.01 of the Company Disclosure ScheduleSchedule or as specifically permitted or required by any other provision of this Agreement, unless Parent shall otherwise agree in writing, the businesses of the Company and the Subsidiaries Company Subsidiary shall be conducted only in, and the Company and the Subsidiaries Company Subsidiary shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; , and the Company and the Company Subsidiary shall use its their reasonable best efforts to preserve substantially intact the its business organization of the Company organization, maintain its rights and the Subsidiaries, to keep available the services of the current officers, employees and consultants of the Company and the Subsidiaries Company Subsidiary and to preserve the current relationships of the Company and the Subsidiaries Company Subsidiary with customers, suppliers suppliers, licensors, licensees and other persons with which the Company or any the Company Subsidiary has significant business relations. By way of amplification and not limitation, except as expressly contemplated by this Agreement and set forth in Section 6.01 5.01 of the Company Disclosure ScheduleSchedule or as specifically permitted by any other provision of this Agreement, neither the Company nor any the Company Subsidiary shall, between the date of this Agreement and the earlier of the termination of this Agreement pursuant to Section 9.01 hereof or the Effective Time, directly or indirectly, do, do or propose to do, do any of the following without the prior written consent of Parent:

Conduct of Business by the Company Pending the Merger. The Except as required by Law or contemplated by this Agreement and Section 5.01 of the Disclosure Letter, the Company agrees that, between the date of this Agreement and the earlier of the termination of this Agreement pursuant to Section 9.01 hereof or the Effective Time, except as set forth in Section 6.01 of the Disclosure Schedule, unless Parent shall otherwise agree consent in writingwriting (such consent not to be unreasonably withheld or delayed), 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 manner consistent with past practice; and the Company shall (i) use its reasonable best efforts to preserve substantially intact the business organization of the Company and the Company Subsidiaries, and (i) use its commercially reasonable efforts, subject to Section 5.01(f), to keep available the services of the current officers, employees and consultants of the Company and the Subsidiaries 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 significant business relationsSubsidiaries. By way of amplification and not limitation, except as expressly contemplated by this Agreement and Section 6.01 5.01 of the Disclosure ScheduleLetter, neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the earlier of the termination of this Agreement pursuant to Section 9.01 hereof or the Effective Time, directly or indirectly, do, or propose to do, any of the following without the prior written consent of Parent:Parent (such consent not to be unreasonably withheld or delayed):